AT&T tender offer expires with upsize and final results announced

Chicago, May 23 – AT&T Inc. announced the expiration of its tender offer for 63 series of notes on Monday morning in a press release.

The company is upsizing the tender offer, which was initially for cash for (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”).

The offers have been upsized to accept $4,788,384,000 principal amount from the higher-coupon offer and $3,966,253,000 principal amount from the discount offers.

A total of $14,723,973,000 of notes were tendered by the deadline at 5 p.m. ET on May 20.

An additional $95,472,000 of notes were tendered via guaranteed delivery.

Higher coupon offers

In the higher coupon offers, AT&T was offering to purchase notes from the following 54 series, listed in order of acceptance priority level, with the total considerations per $1,000 principal amount and the following amounts accepted:

• All of the $29,513,000 tendered of the $258 million outstanding 8.75% senior notes due March 1, 2031 (Cusip: 00209AAF3, U0027MAC1) issued by subsidiary New Cingular Wireless Services, Inc., for $1,307.51, based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 165 basis points;

• All of the $42,752,000 tendered (with an additional $10,000 tendered via guaranteed delivery) of the $216 million outstanding 8.75% global notes due March 1, 2031 (Cusip: 00206RGV8) issued by AT&T, for $1,307.51, based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 165 bps;

• All of the $158,353,000 tendered of the $218 million outstanding 8.75% global notes due Nov. 15, 2031 (Cusip: 00206RGU0) issued by AT&T, for $1,327.57, based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 165 bps;

• All of the $32,541,000 tendered (with an additional $250,000 tendered via guaranteed delivery) of the $202 million outstanding 7.875% global notes due Feb. 15, 2030 (Cusip: 00206RGR7) issued by AT&T, for $1,223.87, based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 160 bps;

• All of the $15,678,000 tendered of the $219 million outstanding 7.125% debentures due March 15, 2026 (Cusip: 694032AT0) issued by subsidiary Pacific Bell Telephone Co., for $1,113.74, based on the 2.75% Treasury due April 30, 2027 and a fixed spread of 105 bps;

• All of the $21.08 million tendered of the $257 million outstanding 7.125% global notes due March 15, 2026 (Cusip: 00206RGH9) issued by AT&T, for $1,113.74, based on the 2.75% Treasury due April 30, 2027 and a fixed spread of 105 bps;

• All of the $64.73 million tendered of the $188 million outstanding 7.625% global notes due April 15, 2031 (Cusip: 00206RHZ8) issued by AT&T, for $1,229.30, based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 165 bps;

• All of the $10,000 tendered of the $157 million outstanding 7.7% global notes due May 1, 2032 (Cusip: 00206RJA1) issued by AT&T, for $1,252.22, based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 170 bps;

• All of the $59,624,000 tendered of the $151 million outstanding 7.125% senior notes due Dec. 15, 2031 (Cusip: 17248RAJ5) issued by subsidiary AT&T Mobility LLC, for $1,204.65, based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 165 bps;

• All of the $61,242,000 tendered of the $169 million outstanding 6.875% global notes Oct. 15, 2031 (Cusip: 00206RGS5) issued by AT&T, for $1,182.74, based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 165 bps;

• All of the $9,166,000 tendered of the $190 million outstanding 6.625% global notes due May 15, 2029 (Cusip: 00206RHY1) issued by AT&T, for $1,134.28, based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 155 bps;

• All of the $10,372,000 tendered (with an additional $10,000 tendered via guaranteed delivery) of the $177 million outstanding 6.375% debentures due June 1, 2028 (Cusip: 079867AW7) issued by subsidiary BellSouth Telecommunications, LLC, for $1,127.14, based on the 2.75% Treasury due April 30, 2027 and a fixed spread of 115 bps;

• All of the $31,318,000 tendered of the $156 million outstanding 6.5% global notes due Nov. 15, 2036 (Cusip: 00206RJC7) issued by AT&T, for $1,185.21, based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 190 bps;

• All of the $86,572,000 tendered of the $253 million outstanding 6.45% global notes due June 15, 2034 (Cusip: 78387GAM5) issued by AT&T, for $1,167.75, based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 180 bps;

• All of the $76,778,000 tendered (with an additional $201,000 tendered via guaranteed delivery) of the $443 million outstanding 6.55% global notes due Feb. 15, 2039 (Cusip: 00206RAS1) issued by AT&T, for $1,183.58, based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 170 bps;

• All of the $130,862,000 tendered (with an additional $54,000 tendered via guaranteed delivery) of the $239 million outstanding 6.5% global notes due Sept. 1, 2037 (Cusip: 00206RAD4) issued by AT&T, for $1,186.09, based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 195 bps;

• All of the $24,887,000 tendered (with an additional $2,441,000 tendered via guaranteed delivery) of the $165 million outstanding 6.4% global notes due May 15, 2038 (Cusip: 00206RAN2) issued by AT&T, for $1,167.84, based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 165 bps;

• All of the $79,786,000 tendered of the $158 million outstanding 6.35% global notes due March 15, 2040 (Cusip: 00206RDE9) issued by AT&T, for $1,161.06, based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 175 bps;

• All of the $61,972,000 tendered of the $265 million outstanding 6.2% global notes due March 15, 2040 (Cusip: 00206RJD5) issued by AT&T, for $1,143.48, based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 175 bps;

• All of the $100,563,000 tendered (with an additional $454,000 tendered via guaranteed delivery) of the $356 million outstanding 6.15% global notes due Sept. 15, 2034 (Cusip: 78387GAQ6) issued by AT&T, for $1,142.38, based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 180 bps;

• All of the $6,786,000 tendered (with an additional $55,000 tendered via guaranteed delivery) of the $198 million outstanding 6% notes due Nov. 15, 2034 (Cusip: 079860AK8) issued by subsidiary BellSouth, LLC, for $1,129.78, based on the 2.875% Treasury due May 15, 2032 and a fixed spread of 180 bps;

• All of the $34,015,000 tendered of the $248 million outstanding 6.1% global notes due 2040 (Cusip: 00206RJE3) issued by AT&T, for $1,133.31, calculated using the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 175 bps;

• All of the $36.2 million tendered (with an additional $674,000 tendered via guaranteed delivery) of the $330 million outstanding 6.25% global notes due March 29, 2041 (Cusip: 002206RJF0) issued by AT&T, for $1,174.98, calculated using the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 160 bps;

• All of the $222,471,000 tendered (with an additional $26,000 tendered via guaranteed delivery) of the $749 million outstanding 6.3% global notes due Jan. 15, 2038 (Cusip: 00206RAG7) issued by AT&T, for $1,178.76, based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 145 bps;

• All of the $70,372,000 tendered (with an additional $177,000 tendered via guaranteed delivery) of the $471 million outstanding 6% global notes due Aug. 15, 2040 (Cusip: 00206RDF6) issued by AT&T, for $1,120.78, calculated using the May 15, 2040 par call date, the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 175 bps;

• All of the $297,158,000 tendered (with an additional $5,413,000 tendered via guaranteed delivery) of the $604 million outstanding 6.375% global notes due March 1, 2041 (Cusip: 00206RDG4) issued by AT&T, for $1,203.73, calculated using the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 150 bps;

• All of the $20,571,000 tendered (with an additional $5,000 tendered via guaranteed delivery) of the $191 million outstanding 5.35% global notes due Dec. 15, 2043 (Cusip: 00206RJJ2) issued by AT&T, for $1,029.12, based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 190 bps;

• All of the $46,796,000 tendered of the $187 million outstanding 5.375% global notes due Oct. 15, 2041 (Cusip: 00206RJG8) issued by AT&T, for $1,042.98, based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 180 bps;

• All of the $134,955,000 tendered (with an additional $939,000 tendered via guaranteed delivery) of the $676 million outstanding 5.55% global notes due Aug. 15, 2041 (Cusip: 00206RBA9) issued by AT&T, for $1,090.08, based on 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 160 bps;

• All of the $159,725,000 tendered (with an additional $153,000 tendered via guaranteed delivery) of the $485 million outstanding 5.7% global notes due March 1, 2057 (Cusip: 00206RDT6) issued by AT&T, for $1,123.78, based on the Sept. 1, 2056 par call date and the 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 190 bps;

• All of the $9,052,000 tendered of the $182 million outstanding 5.3% global notes due Aug. 15, 2058 (Cusips: 00206RFS6, U04644CG0) issued by AT&T, for $1,058.99, calculated using the Feb. 14, 2058 par call date and 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 190 bps;

• All of the $416,207,000 tendered (plus an additional $39.27 million tendered via guaranteed delivery) of the $1.069 billion outstanding 5.35% global notes due Sept. 1, 2040 (Cusips: 04650NAB0, U9475PAA6) issued by AT&T, for $1,075.83, based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 150 bps;

• All of the $153,235,000 tendered (plus an additional $451,000 via guaranteed delivery) of the $959 million outstanding 5.65% global notes due Feb. 15, 2047 (Cusip; 00206RCU4) issued by AT&T, for $1,129.23, based on the 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 170 bps;

• All of the $217,999,000 tendered (plus an additional $520,000 via guaranteed delivery) of the $749 million outstanding 5.45% global notes due March 1, 2047 (Cusip: 00206RDS8) issued by AT&T, for $1,100.73, based on the Sept. 1, 2046 par call date and the 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 170 bps;

• All of the $271,674,000 tendered (plus an additional $10,627,000 via guaranteed delivery) of the $590 million outstanding 5.15% global notes due March 15, 2042 (Cusip: 00206RDH2) issued by AT&T, for $1,047.61, based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 155 bps;

• All of the $90,108,000 tendered (plus an additional $2,667,000 via guaranteed delivery) of the $401 million outstanding 4.85% global notes due July 15, 2045 (Cusip: 00206RJL7) issued by AT&T, for $996.50, calculated using the Jan. 15, 2045 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 165 bps;

• All of the $738,239,000 tendered (plus an additional $2,704,000 via guaranteed delivery) of the $1,794,000,000 outstanding 5.25% global notes due March 1, 2037 (Cusip: 00206RDR0) issued by AT&T, for $1,087.17, calculated using the Sept. 1, 2036 par call date, 2.875% Treasury due May 15, 2032 and a fixed spread of 160 bps;

• All of the $151,764,000 tendered (plus an additional $101,000 via guaranteed delivery) of the $607 million outstanding 4.8% global notes due June 15, 2044 (Cusip: 00206RCG5) issued by AT&T, for $989.91, calculated using the Dec. 15, 2043 par call date, the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 165 bps;

• All of the $259,862,000 tendered (plus an additional $935,000 via guaranteed delivery) of the $394 million outstanding 4.9% global notes due June 15, 2042 (Cusip: 00206RJH6) issued by AT&T, for $1,009.54, based on the 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 160 bps;

• All of the $353,396,000 tendered (plus an additional $5,985,000 via guaranteed delivery) of the $941 million outstanding 5.15% global notes due Feb. 15, 2050 (Cusip: 00206RFU1) issued by AT&T, for $1,064.48, calculated using the Aug. 14, 2049 par call date, the 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 168 bps;

• None of the $258,982,000 tendered (or the $1,009,000 via guaranteed delivery) of the $743 million outstanding 5.15% global notes due Nov. 15, 2046 (Cusip: 00206RHA3, 00206RFM9, U04644BX4) issued by AT&T, for $1,057.45, calculated using the May 15, 2046 par call date, the 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 170 bps;

• None of the $279.48 million tendered (or the $119,000 via guaranteed delivery) of the $471 million outstanding 4.65% global notes due June 1, 2044 (Cusip: 00206RJK9) issued by AT&T, for $969.82, calculated using the Dec. 1, 2043 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 165 bps;

• None of the $544,102,000 tendered (or the $1,942,000 via guaranteed delivery) of the $683 million outstanding 4.9% global notes due Aug. 15, 2037 (Cusip: 00206RFW7) issued by AT&T, for $1,051.57, calculated using the Feb. 14, 2037 par call date, 2.875% Treasury due May 15, 2032 and a fixed spread of 160 bps;

• None of the $507,484,000 tendered, (or the $200,000 via guaranteed delivery) of the $956 million outstanding 4.85% global notes due March 1, 2039 (Cusip: 00206RHK1) issued by AT&T, for $1,014.01, calculated using the Sept. 1, 2038 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 150 bps;

• None of the $314,832,000 tendered (or the $965,000 via guaranteed delivery) of the $931 million outstanding 4.55% global notes due March 9, 2049 (Cusip: 00206RDM1, 00206RDK5) issued by AT&T, for $970.39, calculated using the Sept. 9, 2048 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 170 bps;

• None of the $621,722,000 tendered (or the $727,000 via guaranteed delivery) of the $1,872,000,000 outstanding 4.75% global notes due May 15, 2046 (Cusip: 00206RCQ3) issued by AT&T, for $1,000.55, calculated using the Nov. 15, 2045 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 170 bps;

• None of the $322,236,000 tendered (or the $840,000 via guaranteed delivery) of the $1,115,000,000 outstanding 4.35% global notes due June 15, 2045 (Cusip: 00206RBK7) issued by AT&T, for $927.76, calculated using the Dec. 15, 2044 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 165 bps;

• None of the $469,133,000 tendered (or the $10.1 million via guaranteed delivery) of the $1,734,000,000 outstanding 4.5% global notes due March 9, 2048 (Cusip: 00206RDL3, 00206RDJ8) issued by AT&T, for $963.57, calculated using the Sept. 9, 2047 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 170 bps;

• None of the $337,783,000 tendered (or the $72,000 via guaranteed delivery) of the $1,297,000,000 outstanding 4.3% global notes due Dec. 15, 2042 (Cusip: 00206RBH4) issued by AT&T, for $929.54, calculated using the June 15, 2042 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 162 bps;

• None of the $1,295,806,000 tendered of the $2.5 billion outstanding 4.5% global notes due May 15, 2035 (Cusip: 00206RCP5) issued by AT&T, for $1,007.69, calculated using the Nov. 15, 2034 par call date, 2.875% Treasury due May 15, 2032 and a fixed spread of 160 bps;

• None of the $1,732,283,000 tendered (or the $2,323,000 via guaranteed delivery) of the $3 billion outstanding 4.35% global notes due March 1, 2029 (Cusip: 00206RHJ4) issued by AT&T, for $1,022.82, calculated using the Dec. 1, 2028, 2.875% Treasury due May 15, 2032 and a fixed spread of 113 bps;

• None of the $1,721,797,000 tendered (or the $1,624,000 via guaranteed delivery) of the $3,156,000,000 outstanding 4.3% global notes due Feb. 15, 2030 (Cusip: 00206RES7, 00206RGQ9, U04644BC0) issued by AT&T, for $1,017.96, calculated using the Nov. 15, 2029 par call date, 2.875% Treasury due May 15, 2032 and a fixed spread of 120 bps;

• None of the $564,985,000 tendered (or the $1,106,000 via guaranteed delivery) of the $1.49 billion outstanding 4.25% global notes due March 1, 2027 (Cusip: 00206RDQ2) issued by AT&T, for $1,029.92, calculated using the Dec. 1, 2026 par call date, 2.75% Treasury due April 30, 2027 and a fixed spread of 70 bps; and

• None of the $964,964,000 tendered (or the $323,000 via guaranteed delivery) of the $1,732,000,000 outstanding 4.1% global notes due Feb. 15, 2028 (Cusips: 00206RGL0, 00206RER9, U04644BB2) issued by AT&T, for $1,015.82, calculated using the Nov. 15, 2027 par call date, 2.75% Treasury April 30, 2027 and a fixed spread of 95 bps.

Pricing was determined at 11 a.m. ET on May 20.

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 will purchase the following amounts of tendered notes from the following nine series, all issued by AT&T, listed in order of acceptance priority level for the total considerations listed per $1,000 principal amount:

• All of the $851,575,000 tendered (plus an additional $9,322,000 tendered via guaranteed delivery) of the $1.5 billion outstanding 3.5% global notes due Feb. 1, 2061 (Cusip: 00206RKF8), for $770.06, calculated using the Aug. 1, 2060 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 177 bps;

• All of the $1,264,677,000 tendered (plus an additional $70.18 million tendered via guaranteed delivery) of the $2.25 billion outstanding 3.3% global notes due Feb. 1, 2052 (Cusip: 00206RKE1), for $777.64, calculated using the Aug. 1, 2051 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 165 bps;

• All of the $1,850,001,000 tendered (plus an additional $19,455,000 tendered via guaranteed delivery) of the $2.5 billion outstanding 3.1% global notes due Feb. 1, 2042 (Cusip: 00206RKD3), for $792.61, calculated using the Aug. 1, 2042 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 145 bps;

• None of the $923,482,000 tendered (with an additional $5,596,000 tendered via guaranteed delivery) of the $1.5 billion outstanding 3.85% global notes due June 1, 2060 (Cusip: 00206RKB7), for $824.77, calculated using the Dec. 1, 2059 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 182 bps;

• None of the $1,561,738,000 tendered (with an additional $37,106,000 tendered via guaranteed delivery) of the $3 billion outstanding 3.65% global notes due June 1, 2051 (Cusip: 00206RKA9), for $835.18, calculated using the Dec. 1, 2050 par call date, 2.25% Treasury due Feb. 15, 2052 and a fixed spread of 165 bps;

• None of the $1,715,917,000 tendered (with an additional $6,286,000 tendered via guaranteed delivery) of the $2.5 billion outstanding 3.5% global notes due June 1, 2041 (Cusip: 00206RJZ6), for $847.42, calculated using the Dec. 1, 2040 par call date, 2.375% Treasury due Feb. 15, 2042 and a fixed spread of 150 bps;

• None of the $1,271,682,000 tendered (with an additional $33,204,000 tendered via guaranteed delivery) of the $2.5 billion outstanding 2.25% global notes due Feb. 1, 2032 (Cusip: 00206RKH4), for $852.00, calculated using the Nov. 1, 2031 par call date, 2.875% Treasury due May 15, 2032 and a fixed spread of 130 bps;

• None of the $939,303,000 tendered (with an additional $7,702,000 tendered via guaranteed delivery) of the $2.25 billion outstanding 1.65% global notes due Feb. 1, 2028 (Cusip: 00206RKG6), for $887.41, calculated using the Dec. 1, 2027 par call date, 2.75% Treasury due April 30, 2027 and a fixed spread of 105 bps; and

• None of the $1,230,322,000 tendered (with an additional $5,743,000 tendered via guaranteed delivery) of the $2.5 billion outstanding 2.3% global notes due June 1, 2027 (Cusip: 00206RJX1), for $933.10, calculated using the April 1, 2027 par call date, 2.75% Treasury due April 30, 2027 and a fixed spread of 95 bps.

Pricing was determined at 11 a.m. ET on May 20.

The offers were 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

The offers were announced on May 16.

Each set of offers was 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 was 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.

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