AT&T prices any-and-all tender offers for 18 series of notes

By Wendy Van Sickle

Columbus, Ohio, July 31 – AT&T Inc. priced its any-and-all tender offers for 18 series of notes, according to a news release Friday.

The offers were announced on July 27 along with capped tender offers for three series of notes.

In the any-and-all offers, AT&T is offering to purchase the notes below issued by AT&T or its specified wholly owned subsidiary at the following considerations, which are based upon $1,000 face amount of notes;

• The $1.5 billion principal amount outstanding of AT&T’s floating-rate global notes due 2021 (Cusip: 00206RFZ0) for a total consideration of $1,006.25;

• The $83,184,000 principal amount outstanding of AT&T’s 7.85% global notes due 2022 (Cusip: 00206RGF3) for a total consideration of $1,104.35, set using the 0.125% reference U.S. Treasury due June 30, 2022 plus a fixed spread of 45 basis points;

• The $81.39 million principal amount outstanding of Michigan Bell Telephone Co.’s 7.85% debentures due 2022 (Cusip: 594185AQ3) for a total consideration of $1,104.55, set using the 0.125% reference Treasury due June 30, 2022 plus a fixed spread of 45 bps;

• The $402,679,000 principal amount outstanding of AT&T’s 3.4% global notes due 2022 (Cusip: 00206RHM7) for a total consideration of $1,055.09, set using the 1.75% reference Treasury due June 15, 2022 plus a fixed spread of 30 bps;

• The $63,183,000 principal amount outstanding of Time Warner Media LLC’s 3.4% notes due 2022 (Cusip: 887317AQ8) for a total consideration of $1,055.09, set using the 1.75% reference Treasury due June 15, 2022 plus a fixed spread of 30 bps;

• The $1,890,061,000 principal amount outstanding of AT&T’s 3.6% global notes due 2023 (Cusip: 00206RCS9) for a total consideration of $1,079.86, set using the 1.375% reference Treasury due Feb. 15, 2023 plus a fixed spread of 30 bps;

• The $54,176,000 principal amount outstanding of AT&T’s 7.57% global notes due 2024 (Cusip: 00206RHQ8) for a total consideration of $1,237.31 using the 0.25% reference Treasury due June 30, 2025 plus a fixed spread of 45 bps;

• The $40,901,000 principal amount outstanding of Historic Time Warner Inc.’s (formerly Time Warner Cos. Inc.) 7.57% debentures due 2024 (Cusip: 887315BH1) for a total consideration of $1,237.31, set using the 0.25% reference Treasury due June 30, 2025 plus a fixed spread of 45 bps;

• The $750 million principal amount outstanding of AT&T’s 3.8% global notes due 2024 (Cusip: 00206RDP4) for a total consideration of $1,112.16, set using the 0.25% reference Treasury due June 30, 2025 plus a fixed spread of 25 bps;

• The $1 billion principal amount outstanding of AT&T’s 3.9% global notes due 2024 (Cusip: 00206RCE0) for a total consideration of $1,113.66, set using the 0.25% reference Treasury due June 30, 2025 plus a fixed spread of 25 bps;

• The $589,458,000 principal amount outstanding of AT&T’s 3.55% global notes due 2024 (Cusip: 00206RHR6) for a total consideration of $1,108.75, set using the 0.25% reference Treasury due June 30, 2025 plus a fixed spread of 25 bps;

• The $61,734,000 principal amount outstanding of Time Warner’s 3.55% notes due 2024 (Cusip: 887317AV7) for a total consideration of $1,101.27, set using the 0.25% reference Treasury due June 30, 2025 plus a fixed spread of 45 bps;

• The $1,161,110,000 principal amount outstanding AT&T’s 3.95% global notes due 2025 (Cusip: 00206RDD1) for a total consideration of $1,135.18, set using the 0.25% reference Treasury due June 30, 2025 plus a fixed spread of 45 bps;

• The $21,777,000 principal amount outstanding of DirecTV Holdings LLC/DirecTV Financing Co., Inc.’s 3.95% senior notes due 2025 (Cusip: 25460CAA1) for a total consideration of $1,126.33, set using the 0.25% reference Treasury due June 30, 2025 plus a fixed spread of 65 bps;

• The $1,329,934,000 principal amount outstanding of AT&T’s 3.6% global notes due 2025 (Cusip: 00206RHS4) for a total consideration of $1,132.41, set using the 0.25% reference Treasury due June 30, 2025 plus a fixed spread of 50 bps;

• The $129,185,000 principal amount outstanding of Time Warner’s 3.6% notes due 2025 (Cusip: 887317AW5) for a total consideration of $1,122.57, set using the 0.25% reference Treasury due June 30, 2025 plus a fixed spread of 70 bps;

• The $55,006,000 principal amount outstanding of AT&T’s 7% global notes due 2025 (Cusip: 00206RGG1) for a total consideration of $1,296.30, set using the 0.25% reference Treasury due June 30, 2025 plus a fixed spread of 85 bps; and

• The $99,865,000 principal amount outstanding of BellSouth Telecommunications, LLC’s 7% debentures due 2025 (Cusip: 079867AM9) for a total consideration of $1,296.30, set using the 0.25% reference Treasury due June 30, 2025 plus a fixed spread of 85 bps;

The any and all offers expire at 5 p.m. ET on July 31.

Settlement is expected for Aug. 5.

Capped tender offers

The caps for the tender offers, which have a maximum tender amount, are linked to the amounts tendered in some of the any-and-all offers.

Accordingly, for the $1.5 billion floating-rate global notes due July 2021 (Cusip: 00206RDV1) with a total tender consideration of $1,008.75 per $1,000 principal amount of notes, the maximum amount that will be accepted is capped at $1.5 billion minus the amount tendered for the June 2021 floating-rate notes.

For the $3.75 billion floating-rate global notes due 2024 (Cusip: 00206RGD8) with a total consideration of $1,020 per $1,000 principal amount of notes, the maximum amount that will be accepted is $2 billion minus the aggregate principal amount tendered for all six series of 2024 notes above.

And, for the $5 billion 3.4% global notes due 2025 (Cusip: 00206RCN0) with a total hypothetical consideration of $1,116.36 based on the 0.25% Treasury due June 30, 2025 plus a fixed spread of 50 bps, the maximum amount that will be accept is $1.5 billion minus the aggregate principal amount tendered for the five series of notes listed above with 2025 maturities.

The tender considerations for the capped tender offers include a $30 early tender consideration, payable to noteholders who tender by the early deadline at 5 p.m. ET on Aug. 7, which is also the withdrawal deadline.

Early settlement is expected for Aug. 12.

The capped tender offers will expire at 11:59 p.m. ET on Aug. 21.

Final settlement is scheduled for Aug. 26.

Details

The offers are subject to a financing condition.

Deutsche Bank Securities Inc. (866 627-0391, 212 250-2955), Goldman Sachs & Co. LLC (212 902-6351, GS-LM-NYC@gs.com), J.P. Morgan Securities LLC (866 834-3666, 212 834-3424) and Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057) are acting as the joint lead dealer managers for the tender offers.

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

AT&T is a Dallas-based communication and entertainment company.

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