AT&T launches tender offers for 63 series of notes in two pools

By Marisa Wong

Los Angeles, May 16 – AT&T Inc. announced offers to purchase for cash (i) notes from 54 series up to a maximum aggregate total consideration of $5 billion (“higher coupon offers”) and (ii) notes from nine series up to a maximum aggregate total consideration of $3 billion (“discount offers”).

Higher coupon offers

In the higher coupon offers, AT&T is offering to purchase notes from the following 54 series, listed in order of acceptance priority level:

• $258 million outstanding 8.75% senior notes due March 1, 2031 (Cusip: 00209AAF3, U0027MAC1) issued by subsidiary New Cingular Wireless Services, Inc., with pricing to be based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 165 basis points;

• $216 million outstanding 8.75% global notes due March 1, 2031 (Cusip: 00206RGV8) issued by AT&T, with pricing to be based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 165 bps;

• $218 million outstanding 8.75% global notes due Nov. 15, 2031 (Cusip: 00206RGU0) issued by AT&T, with pricing to be based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 165 bps;

• $202 million outstanding 7.875% global notes due Feb. 15, 2030 (Cusip: 00206RGR7) issued by AT&T, with pricing to be based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 160 bps;

• $219 million outstanding 7.125% debentures due March 15, 2026 (Cusip: 694032AT0) issued by subsidiary Pacific Bell Telephone Co., with pricing based on the 2.75% Treasury due April 30, 2027 and a fixed spread of 105 bps;

• $257 million outstanding 7.125% global notes due March 15, 2026 (Cusip: 00206RGH9) issued by AT&T, with pricing to be based on the 2.75% Treasury due April 30, 2027 and a fixed spread of 105 bps;

• $188 million outstanding 7.625% global notes due April 15, 2031 (Cusip: 00206RHZ8) issued by AT&T, with pricing to be based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 165 bps;

• $157 million outstanding 7.7% global notes due May 1, 2032 (Cusip: 00206RJA1) issued by AT&T, with pricing to be based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 170 bps;

• $151 million outstanding 7.125% senior notes due Dec. 15, 2031 (Cusip: 17248RAJ5) issued by subsidiary AT&T Mobility LLC, with pricing to be based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 165 bps;

• $169 million outstanding 6.875% global notes Oct. 15, 2031 (Cusip: 00206RGS5) issued by AT&T, with pricing to be based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 165 bps;

• $190 million outstanding 6.625% global notes due May 15, 2029 (Cusip: 00206RHY1) issued by AT&T, with pricing based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 155 bps;

• $177 million outstanding 6.375% debentures due June 1, 2028 (Cusip: 079867AW7) issued by subsidiary BellSouth Telecommunications, LLC, with pricing to be based on the 2.75% Treasury due April 30, 2027 and a fixed spread of 115 bps;

• $156 million outstanding 6.5% global notes due Nov. 15, 2036 (Cusip: 00206RJC7) issued by AT&T, with pricing to be based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 190 bps;

• $253 million outstanding 6.45% global notes due June 15, 2034 (Cusip: 78387GAM5) issued by AT&T, with pricing to be based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 180 bps;

• $443 million outstanding 6.55% global notes due Feb. 15, 2039 (Cusip: 00206RAS1) issued by AT&T, with pricing to be based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 170 bps;

• $239 million outstanding 6.5% global notes due Sept. 1, 2037 (Cusip: 00206RAD4) issued by AT&T, with pricing to be based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 195 bps;

• $165 million outstanding 6.4% global notes due May 15, 2038 (Cusip: 00206RAN2) issued by AT&T, with pricing to be based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 165 bps;

• $158 million outstanding 6.35% global notes due March 15, 2040 (Cusip: 00206RDE9) issued by AT&T, with pricing to be based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 175 bps;

• $265 million outstanding 6.2% global notes due March 15, 2040 (Cusip: 00206RJD5) issued by AT&T, with pricing to be based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 175 bps;

• $356 million outstanding 6.15% global notes due Sept. 15, 2034 (Cusip: 78387GAQ6) issued by AT&T, with pricing to be based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 180 bps;

• $198 million outstanding 6% notes Nov. 15, 2034 (Cusip: 079860AK8) issued by subsidiary BellSouth, LLC, with pricing to be based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 180 bps;

• $485 million outstanding 5.7% global notes due March 1, 2057 (Cusip: 00206RDT6) issued by AT&T, with pricing to be calculated using the Sept. 1, 2056 par call date, the 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 190 bps;

• $182 million outstanding 5.3% global notes due Aug. 15, 2058 (Cusip: 00206RFS6, U04644CG0) issued by AT&T, with pricing to be calculated using the Feb. 14, 2058 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 190 bps;

• $1,069,000,000 outstanding 5.35% global notes due Sept. 1, 2040 (Cusip: 04650NAB0, U9475PAA6) issued by AT&T, with pricing to be based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 150 bps;

• $959 million outstanding 5.65% global notes due Feb. 15, 2047 (Cusip: 00206RCU4) issued by AT&T, with pricing to be calculated using the Aug. 15, 2046 par call date, the 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 170 bps;

• $749 million outstanding 5.45% global notes due March 1, 2047 (Cusip: 00206RDS8) issued by AT&T, with pricing to be calculated using the Sept. 1, 2046 par call date, the 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 170 bps;

• $590 million outstanding 5.15% global notes due March 15, 2042 (Cusip: 00206RDH2) issued by AT&T, with pricing to be based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 155 bps;

• $248 million outstanding 6.1% global notes due July 15, 2040 (Cusip: 00206RJE3) issued by AT&T, with pricing to be based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 175 bps;

• $330 million outstanding 6.25% global notes due March 29, 2041 (Cusip: 00206RJF0) issued by AT&T, with pricing to be based on 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 160 bps;

• $749 million outstanding 6.3% global notes due Jan. 15, 2038 (Cusip: 00206RAG7) issued by AT&T, with pricing to be based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 145 bps;

• $471 million outstanding 6% global notes due Aug. 15, 2040 (Cusip: 00206RDF6) issued by AT&T, with pricing to be calculated using the May 15, 2040 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 175 bps;

• $604 million outstanding 6.375% global notes due March 1, 2041 (Cusip: 00206RDG4) issued by AT&T, with pricing to be based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 150 bps;

• $191 million outstanding 5.35% global notes due Dec. 15, 2043 (Cusip; 00206RJJ2) issued by AT&T, with pricing to be based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 190 bps;

• $187 million outstanding 5.375% global notes due Oct. 15, 2041 (Cusip: 00206RJG8) issued by AT&T, with pricing to be based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 180 bps;

• $676 million outstanding 5.55% global notes due Aug. 15, 2041 (Cusip: 00206RBA9) issued by AT&T, with pricing to be based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 160 bps;

• $401 million outstanding 4.85% global notes due July 15, 2045 (Cusip: 00206RJL7) issued by AT&T, with pricing to be calculated using the Jan. 15, 2045 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 165 bps;

• $1,794,000,000 outstanding 5.25% global notes due March 1, 2037 (Cusip: 00206RDR0) issued by AT&T, with pricing to be calculated using the Sept. 1, 2036 par call date, 2.875% Treasury due May 15, 2032 and a fixed spread of 160 bps;

• $607 million outstanding 4.8% global notes due June 15, 2044 (Cusip: 00206RCG5) issued by AT&T, with pricing to be calculated using the Dec. 15, 2043 par call date, the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 165 bps;

• $394 million outstanding 4.9% global notes due June 15, 2042 (Cusip: 00206RJH6) issued by AT&T, with pricing to be based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 160 bps;

• $941 million outstanding 5.15% global notes due Feb. 15, 2050 (Cusip: 00206RFU1) issued by AT&T, with pricing to be calculated using the Aug. 14, 2049 par call date, the 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 168 bps;

• $743 million outstanding 5.15% global notes due Nov. 15, 2046 (Cusip: 00206RHA3, 00206RFM9, U04644BX4) issued by AT&T, with pricing to be calculated using the May 15, 2046 par call date, the 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 170 bps;

• $471 million outstanding 4.65% global notes due June 1, 2044 (Cusip: 00206RJK9) issued by AT&T, with pricing to be calculated using the Dec. 1, 2043 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 165 bps;

• $683 million outstanding 4.9% global notes due Aug. 15, 2037 (Cusip: 00206RFW7) issued by AT&T, with pricing to be calculated using the Feb. 14, 2037 par call date, 2.875% Treasury due May 15, 2032 and a fixed spread of 160 bps;

• $956 million outstanding 4.85% global notes due March 1, 2039 (Cusip: 00206RHK1) issued by AT&T, with pricing to be calculated using the Sept. 1, 2038 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 150 bps;

• $931 million outstanding 4.55% global notes due March 9, 2049 (Cusip: 00206RDM1, 00206RDK5) issued by AT&T, with pricing to be calculated using the Sept. 9, 2048 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 170 bps;

• $1,872,000,000 outstanding 4.75% global notes due May 15, 2046 (Cusip: 00206RCQ3) issued by AT&T, with pricing to be calculated using the Nov. 15, 2045 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 170 bps;

• $1,115,000,000 outstanding 4.35% global notes due June 15, 2045 (Cusip: 00206RBK7) issued by AT&T, with pricing to be calculated using the Dec. 15, 2044 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 165 bps;

• $1,734,000,000 outstanding 4.5% global notes due March 9, 2048 (Cusip: 00206RDL3, 00206RDJ8) issued by AT&T, with pricing to be calculated using the Sept. 9, 2047 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 170 bps;

• $1,297,000,000 outstanding 4.3% global notes due Dec. 15, 2042 (Cusip: 00206RBH4) issued by AT&T, with pricing to be calculated using the June 15, 2042 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 162 bps;

• $2.5 billion outstanding 4.5% global notes due May 15, 2035 (Cusip: 00206RCP5) issued by AT&T, with pricing to be calculated using the Nov. 15, 2034 par call date, 2.875% Treasury due May 15, 2032 and a fixed spread of 160 bps;

• $3 billion outstanding 4.35% global notes due March 1, 2029 (Cusip: 00206RHJ4) issued by AT&T, with pricing to be calculated using the Dec. 1, 2028, 2.875% Treasury due May 15, 2032 and a fixed spread of 113 bps;

• $3,156,000,000 outstanding 4.3% global notes due Feb. 15, 2030 (Cusip: 00206RES7, 00206RGQ9, U04644BC0) issued by AT&T, with pricing to be calculated using the Nov. 15, 2029 par call date, 2.875% Treasury due May 15, 2032 and a fixed spread of 120 bps;

• $1.49 billion outstanding 4.25% global notes due March 1, 2027 (Cusip: 00206RDQ2) issued by AT&T, with pricing to be calculated using the Dec. 1, 2026 par call date, 2.75% Treasury due April 30, 2027 and a fixed spread of 70 bps; and

• $1,732,000,000 outstanding 4.1% global notes due Feb. 15, 2028 (Cusip: 00206RGL0, 00206RER9, U04644BB2) issued by AT&T, with pricing to be calculated using the Nov. 15, 2027 par call date, 2.75% Treasury April 30, 2027 and a fixed spread of 95 bps.

Pricing will be determined at 11 a.m. ET on May 20.

The offers are scheduled to expire at 5 p.m. ET on May 20, which is also the withdrawal deadline.

The deadline for tenders under guaranteed delivery procedures is 5 p.m. ET on May 24.

Settlement is expected to be May 26.

In addition to the total consideration, to be calculated per $1,000 principal amount, AT&T will pay accrued interest to but excluding the settlement date.

Discount offers

In the discount offers, AT&T is offering to purchase notes from the following nine series, all issued by AT&T, listed in order of acceptance priority level:

• $1.5 billion outstanding 3.5% global notes due Feb. 1, 2061 (Cusip: 00206RKF8), with pricing to be calculated using the Aug. 1, 2060 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 177 bps;

• $2.25 billion outstanding 3.3% global notes due Feb. 1, 2052 (Cusip: 00206RKE1), with pricing to be calculated using the Aug. 1, 2051 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 165 bps;

• $2.5 billion outstanding 3.1% global notes due Feb. 1, 2042 (Cusip: 00206RKD3), with pricing to be calculated using the Aug. 1, 2042 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 145 bps;

• $1.5 billion outstanding 3.85% global notes due June 1, 2060 (Cusip: 00206RKB7), with pricing to be calculated using the Dec. 1, 2059 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 182 bps;

• $3 billion outstanding 3.65% global notes due June 1, 2051 (Cusip: 00206RKA9), with pricing to be calculated using the Dec. 1, 2050 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 165 bps;

• $2.5 billion outstanding 3.5% global notes due June 1, 2041 (Cusip: 00206RJZ6), with pricing to be calculated using the Dec. 1, 2040 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 150 bps;

• $2.5 billion outstanding 2.25% global notes due Feb. 1, 2032 (Cusip: 00206RKH4), with pricing to be calculated using the Nov. 1, 2031 par call date, 2.875% Treasury due May 15, 2032 and a fixed spread of 130 bps;

• $2.25 billion outstanding 1.65% global notes due Feb. 1, 2028 (Cusip: 00206RKG6), with pricing to be calculated using the Dec. 1, 2027 par call date, 2.75% Treasury due April 30, 2027 and a fixed spread of 105 bps; and

• $2.5 billion outstanding 2.3% global notes due June 1, 2027 (Cusip: 00206RJX1), with pricing to be calculated using the April 1, 2027 par call date, 2.75% Treasury due April 30, 2027 and a fixed spread of 95 bps.

Pricing will be determined at 11 a.m. ET on May 20.

The offers are scheduled to expire at 5 p.m. ET on May 20, which is also the withdrawal deadline.

The deadline for tenders under guaranteed delivery procedures is 5 p.m. ET on May 24.

Settlement is expected to be May 26.

In addition to the total consideration, to be calculated per $1,000 principal amount, AT&T will pay accrued interest to but excluding the settlement date.

Details

Each set of offers is conditioned on the total consideration for notes purchased in the offer not exceeding the applicable cap and on the applicable maximum purchase consideration being sufficient to pay the total consideration for all tendered notes of a series. As a result, no series will be subject to proration in the amount accepted.

AT&T said it reserves the right to waive any and all conditions to the tender offers; extend or terminate any or all of the tender offers; increase or decrease the maximum purchase consideration of either the higher coupon offers or the discount offers or both; or otherwise amend the tender offers in any way.

Deutsche Bank Securities Inc. (866 627-0391 or 212 250-2955), TD Securities (866 627-0391 or 212 250-2955), Goldman Sachs & Co. LLC (800 828-3182 or 212 357-1452) and Citigroup (800 558-3745 or 212 723-6106) are joint lead dealer managers for the tender offers.

Global Bondholder Services Corp. (866 470-3900 or 212 430-3774; https://gbsc-usa.com/registration/att) is tender agent and information agent.

The telecommunications company is based in Dallas.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.