AT&T gives early results of exchange offers for Warner Media, TW notes

By Angela McDaniels

Tacoma, Wash., May 16 – AT&T Inc. announced the early results of its exchange offers and consent solicitations for 26 series of notes issued by Warner Media, LLC or Historic TW Inc.

The tender offers and consent solicitations began May 2 and will expire at 9 a.m. ET on May 31.

As of the early tender date, 5 p.m. ET on May 15, holders had

• Tendered and delivered consents for $444,594,000, or 88.92%, of the $500 million 4% notes due 2022 issued by Warner Media;

• Tendered and delivered consents for $402,403,000, or 80.48%, of the $500 million 3.4% notes due 2022 issued by Warner Media;

• Tendered $125,918,000 of the $282 million 9.15% debentures due 2023 issued by Historic TW and delivered consents for $165,817,000, or 58.85%, of those debentures;

• Tendered and delivered consents for $408,555,000, or 81.71%, of the $500 million 4.05% notes due 2023 issued by Warner Media;

• Tendered $54,168,000 of the $136 million 7.57% debentures due 2024 issued by Historic TW and delivered consents for $86,456,000, or 63.52%, of those debentures;

• Tendered and delivered consents for $587,038,000, or 78.27% of the $750 million 3.55% notes due 2024 issued by Warner Media;

• Tendered and delivered consents for $1,328,163,000, or 88.54%, of the $1.5 billion 3.6% notes due 2025 issued by Warner Media;

• Tendered and delivered consents for $540,604,000, or 90.10%, of the $600 million 3.875% notes due 2026 issued by Warner Media;

• Tendered $25,000 and delivered consents for $5,233,000 of the $22 million 6.85% debentures due 2026 issued by Historic TW;

• Tendered and delivered consents for $706,862,000, or 88.36%, of the $800 million 2.95% notes due 2026 issued by Warner Media;

• Tendered and delivered consents for $1,328,590,000, or 88.57%, of the $1.5 billion 3.8% note due 2027 issued by Warner Media;

• Tendered $43,801,000 of the $170 million 6.95% debentures due 2028 issued by Historic TW and delivered consents for $87.15 million, or 51.26%, of those debentures;

• Tendered $190.04 million of the $402 million 6.625% debentures due 2029 issued by Historic TW and delivered consents for $306,063,000, or 76.07%, of those debentures;

• Tendered $177,235,000 of the $497 million 7.625% debentures due 2031 issued by Warner Media and delivered consents for $291,302,000, or 58.67%, of those debentures;

• Tendered $133,645,000 of the $407 million 7.7% debentures due 2032 issued by Warner Media and delivered consents for $230,033,000, or 56.45%, of those debentures;

• Tendered $694,000 of the $158 million 8.3% discount debentures due 2036 issued by Historic TW and delivered consents for $1,331,000, or 0.84%, of those discount debentures;

• Tendered $160,252,000 of the $392 million 6.5% debentures due 2036 issued by Warner Media and delivered consents for $301,668,000, or 76.89%, of those debentures;

• Tendered and delivered consents for $322,477,000, or 90.36%, of the $357 million 6.2% debentures due 2040 issued by Warner Media;

• Tendered and delivered consents for $385,429,000, or 83.88%, of the $459 million 6.1% debentures due 2040 issued by Warner Media;

• Tendered and delivered consents for $516,768,000, or 86.79%, of the $595 million 6.25% debentures due 2041 issued by Warner Media;

• Tendered and delivered consents for $446,957,000, or 89.39%, of the $500 million 5.375% debentures due 2041 issued by Warner Media;

• Tendered and delivered consents for $388.5 million, or 77.70%, of the $500 million 4.9% debentures due 2042 issued by Warner Media;

• Tendered and delivered consents for $436,339,000, or 87.27%, of the $500 million 5.35% debentures due 2043 issued by Warner Media;

• Tendered and delivered consents for $470,637,000, or 78.44%, of the $600 million 4.65% debentures due 2044 issued by Warner Media;

• Tendered and delivered consents for $795,686,000, or 88.41%, of the $900 million 4.85% debentures due 2045 issued by Warner Media; and

• Tendered and delivered consents for €523,296,000, or 74.76%, of the €700 million 1.95% notes due 2023 issued by Warner Media.

AT&T is soliciting consents to some proposed amendments to the indentures governing the notes that would eliminate some restrictive covenants and eliminate, solely with respect to the 6.85% debentures due 2026, the 6.625% debentures due 2029 and the 8.3% discount debentures due 2036, the cross-default event of default.

The company said it is not offering any additional payment for consents to the proposed amendments.

AT&T is holding concurrent tender offers to purchase nine of the series covered by the exchange offer: the 9.15% debentures due 2023, the 7.57% debentures due 2024, the 6.85% debentures due 2026, the 6.95% debentures due 2028, the 6.625% debentures due 2029, the 7.625% debentures due 2031, the 7.7% debentures due 2032, the 8.3% discount debentures due 2036 and the 6.5% debentures due 2036.

In the list above, the amount of consents delivered includes consents delivered in the tender offers.

In exchange for each $1,000 or €1,000 principal amount of existing notes, AT&T is offering a total consideration of $1,000 or €1,000 principal amount, as applicable, of new global notes issued by AT&T plus a cash payment of $1.00 or €1.00.

The total consideration will include an early participation premium of $30 or €30 principal amount of AT&T notes per $1,000 or €1,000 principal amount of existing notes tendered by the early participation date.

Each AT&T note issued in exchange for an old note will have an interest rate and maturity identical to that of the old note, as well as identical interest payment dates and optional redemption prices.

No accrued interest will be paid on the old notes in connection with the exchange offers. However, interest on the applicable AT&T note will accrue from and including the most recent interest payment date of the tendered old note.

The exchange offers are conditioned on the delivery of consents to the proposed amendments. Any consents received in the tender offers will count toward the needed consents for adopting the proposed changes.

BofA Securities (980 683-3215 or 888 292-0070), Deutsche Bank Securities (212 250-2955 or 866 627-0391) and JPMorgan (212 834-3424 or 866 834-4666) are the dealer managers.

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

AT&T is a telecommunications company based in Dallas.

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