AT&T begins cash tender offers for several note, debenture series

By Jennifer Chiou

New York, Nov. 5 - AT&T Inc. announced the start of simultaneous cash tender offers for numerous series of its notes as well as the notes and debentures of BellSouth Corp., BellSouth Telecommunications, LLC, Ameritech Capital Funding Corp., Indiana Bell Telephone Co., Inc., New Cingular Wireless Services, Inc. and Pacific Bell Telephone Co.

According to an 8-K filing with the Securities and Exchange Commission, the company's any and all tender offers affect the following:

• BellSouth's 7.12% debentures due 2097, of which $293,144,000 is outstanding;

• BellSouth Telecommunications' 7% debentures due 2095, of which $240,899,000 is outstanding;

• BellSouth Telecommunications' 6.65% zero-to-full debentures due 2095, of which $268,962,000 is outstanding;

• BellSouth's 7.875% debentures due 2030, of which $690.22 million is outstanding;

• BellSouth's 6.875% notes due 2031, of which $505,451,000 is outstanding;

• BellSouth's 6.55% notes due 2034, of which $510,459,000 is outstanding;

• Ameritech Capital's 6.875% debentures due 2027, of which $200 million is outstanding;

• Ameritech Capital's 6.55% debentures due 2028, of which $400 million is outstanding;

• Indiana Bell's 7.3% debentures due 2026, of which $150 million is outstanding;

• BellSouth Telecommunications' 7% debentures due 2025, of which $300 million is outstanding;

• BellSouth's 6% notes due 2034, of which $528,871,000 is outstanding;

• BellSouth Telecommunications' 6.375% debentures due 2028, of which $500 million is outstanding;

• AT&T Inc.'s 6.8% notes due 2036, of which $267.87 million is outstanding;

• New Cingular's 8.75% senior notes due 2031, of which $896,496,000 is outstanding; and

• AT&T Corp.'s 6.5% notes due 2029, of which $263,472,000 is outstanding.

The company is also tendering for a maximum amount of the following notes, which are listed in order of priority acceptance level:

• BellSouth's $400 million of 5.2% notes due 2016;

• AT&T Inc.'s $1.25 billion of 5.625% global notes due 2016;

• AT&T Inc.'s $ 1,981,282,000 of 6.5% global notes due 2037;

• AT&T Inc.'s $2.75 billion of 6.3% global notes due 2038;

• AT&T Inc.'s $2.25 billion of 6.55% global notes due 2039;

• AT&T Inc.'s $491,219,000 of 6.45% global notes due 2034;

• AT&T Inc.'s $445.62 million of 6.4% global notes due 2038;

• AT&T Inc.'s $586,254,000 of 6.15% global notes due 2034; and

• Pacific Bell's $625 million of 7.125% debentures due 2026.

The filing stated that the maximum aggregate principal amount of 5.2% notes and 5.625% notes due 2016 that will be accepted is $500 million.

The maximum tender amount is $4 billion less the amount of the any and all notes validly tendered and accepted for purchase.

The any and all tender offers will expire at 5 p.m. ET on Nov. 13, and the maximum offers will end at 11:59 p.m. ET on Dec. 4.

The company did not specify the tender consideration to be paid in the offers, but it said that holders participating in the maximum tender offers must tender their notes by 5 p.m. ET on Nov. 19 to receive the early tender premium.

Deutsche Bank Securities Inc. (866 627-0391 or call collect 212 250-2955) and J.P. Morgan Securities LLC (866 834-4666 or call collect 212 834-4811) are the lead dealer managers.

Global Bondholder Services Corp. is the tender and information agent (866 873-7700 or call collect 212 430-3774).

The telecommunications company is based in Dallas.

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