AT&T wraps private exchange, public tender for four series of notes

By Susanna Moon

Chicago, April 6 – AT&T Inc. announced the results of its private exchange offers and public tenders for four series of notes.

The exchange offers and tender offers ended at 5 p.m. ET on April 5. Settlement is planned for April 10.

AT&T accepted all of the notes tendered for cash and for exchange, according to two separate company releases on Friday.

As announced on March 29, in the exchange offer the company is seeking to replace notes that have a special mandatory redemption provision for notes that do not have that provision. The new notes will mature one day later than the existing notes. The exchange was being conducted under Rule 144A and Regulation S.

For each $1,000 principal amount of existing notes, AT&T was offering $1,000 principal amount of new notes plus $2.50 in cash.

The concurrent tender offer was open to all holders.

In the tender, AT&T will pay $1,002.50 in cash for each $1,000 principal amount.

The exchanges and tenders are for notes as follows:

• $2.5 billion of 5.3% global notes due Aug. 14, 2058. The exchange has a minimum tender provision of $300 million and the exchanged notes will mature on Aug. 15, 2058;

• $4,951,500,000 of 5.15% global notes due Feb. 14, 2050. The exchange has a minimum tender provision of $300 million and the exchanged notes will mature on Feb. 15, 2050;

• $4.5 billion of 4.9% global notes due Aug. 14, 2037. The exchange has a minimum tender provision of $300 million and the exchanged notes will mature on Aug. 15, 2037; and

• $750 million of floating-rate global notes due Feb. 14, 2023. The exchange has no minimum tender provision and the exchanged notes will mature on Feb. 15, 2023.

Holders had tendered for exchange $643,744,000 of the 5.3% notes, $1,694,516,000 of the 5.15% notes, $1,277,968,000 of the 4.9% notes and $249,373,000 of the floaters.

In exchange, AT&T expects to issue $249,373,000 of floating rate global notes due 2023, $1,277,968,000 of 4.9% global notes due 2037, $1,694,516,000 of 5.15% global notes due 2050 and $643,744,000 of 5.300% global notes due 2058 as well as a cash fee of $2.50 per $1,000 principal amount of the notes.

In the cash tender, holders had tendered $4,718,000 of the 5.3% notes, $3,967,000 of the 5.15% notes, $5,913,000 of the 4.9% notes and $8,162,000 of the floaters.

At settlement, AT&T said it expects to pay $8,182,405.00 for the floaters due 2023, $5,927,782.50 for the 4.9% notes, $3,976,917.50 for the 5.15% notes and $4,729,795.00 for the 5.3% notes.

AT&T previously said that it was not carrying out any consent solicitation and that there was no overall minimum tender requirement for the exchange other than the per-note minimums.

No accrued interest will be paid in the exchange but interest will accrue on the new notes from and including the most recent interest payment date of the old notes.

AT&T will pay accrued interest in the cash tender up to but excluding the settlement date.

Conditions to the exchanges and tenders include that the old notes are not subject to redemption under the special mandatory redemption and that AT&T determines that conditions to its proposed acquisition of Time Warner Inc. are likely to be satisfied or waived by April 22.

The exchange offer for any series of notes will be terminated if the corresponding cash offer for that series is terminated.

Global Bondholder Services Corp. (866 470-3900, 212 430-3774 or http://gbsc-usa.com/eligibility/att) is information agent and exchange agent for the exchanges.

Credit Suisse Securities (USA) LLC (800 820-1653 or 212 325-2476), J.P. Morgan Securities LLC (866 834-4666 or 212 834-3424), Mizuho Securities USA LLC (866 271-7403 or 212 205-7736) and Wells Fargo Securities, LLC (866 309-6316 or 704 410-4760) are dealer managers for the tender offers.

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

AT&T is a Dallas-based telecommunications company.

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