AT&T Inc. Commences Exchange Offers of Sixteen Series of DTV Notes for AT&T Notes
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Aggregate Principal Amount |
Title of Series of Notes Issued by DTV to be Exchanged (collectively, the ‘‘DTV Notes”) |
CUSIP/ISIN No. |
Title of Series of Notes to be Issued by AT&T (collectively, the ‘‘AT&T Notes”) |
Exchange Consideration (1)(2) |
Early Participation Premium (1)(2) |
Total Consideration (1)(2)(3) |
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|
|
|
|
AT&T Notes (principal amount) |
Cash |
AT&T Notes (principal amount) |
AT&T Notes (principal amount) |
Cash |
\\$1,250 |
2.400% Senior Notes due 2017 |
25459HBE4 |
2.400% Global Notes due 2017 |
\\$970 |
\\$1.00 |
\\$30 |
\\$1,000 |
\\$1.00 |
\\$750 |
1.750% Senior Notes due 2018 |
25459HBH7 |
1.750% Global Notes due 2018 |
\\$970 |
\\$1.00 |
\\$30 |
\\$1,000 |
\\$1.00 |
\\$1,000 |
5.875% Senior Notes due 2019 |
25459HAU9 |
5.875% Global Notes due 2019 |
\\$970 |
\\$1.00 |
\\$30 |
\\$1,000 |
\\$1.00 |
\\$1,300 |
5.200% Senior Notes due 2020 |
25459HAT2; 25459HAR6; U25398AH8 |
5.200% Global Notes due 2020 |
\\$970 |
\\$1.00 |
\\$30 |
\\$1,000 |
\\$1.00 |
\\$1,000 |
4.600% Senior Notes due 2021 |
25459HAW5 |
4.600% Global Notes due 2021 |
\\$970 |
\\$1.00 |
\\$30 |
\\$1,000 |
\\$1.00 |
\\$1,500 |
5.000% Senior Notes due 2021 |
25459HBA2 |
5.000% Global Notes due 2021 |
\\$970 |
\\$1.00 |
\\$30 |
\\$1,000 |
\\$1.00 |
\\$1,500 |
3.800% Senior Notes due 2022 |
25459HBF1; 25459HBD6; U25398AL9 |
3.800% Global Notes due 2022 |
\\$970 |
\\$1.00 |
\\$30 |
\\$1,000 |
\\$1.00 |
\\$1,250 |
4.450% Senior Notes due 2024 |
25459HBL8 |
4.450% Global Notes due 2024 |
\\$970 |
\\$1.00 |
\\$30 |
\\$1,000 |
\\$1.00 |
\\$1,200 |
3.950% Senior Notes due 2025 |
25460CAA1 |
3.950% Global Notes due 2025 |
\\$970 |
\\$1.00 |
\\$30 |
\\$1,000 |
\\$1.00 |
\\$500 |
6.350% Senior Notes due 2040 |
25459HAQ8 |
6.350% Global Notes due 2040 |
\\$970 |
\\$1.00 |
\\$30 |
\\$1,000 |
\\$1.00 |
\\$1,250 |
6.000% Senior Notes due 2040 |
25459HAX3 |
6.000% Global Notes due 2040 |
\\$970 |
\\$1.00 |
\\$30 |
\\$1,000 |
\\$1.00 |
\\$1,000 |
6.375% Senior Notes due 2041 |
25459HAZ8 |
6.375% Global Notes due 2041 |
\\$970 |
\\$1.00 |
\\$30 |
\\$1,000 |
\\$1.00 |
\\$1,250 |
5.150% Senior Notes due 2042 |
25459HBG9 |
5.150% Global Notes due 2042 |
\\$970 |
\\$1.00 |
\\$30 |
\\$1,000 |
\\$1.00 |
ˆ500 |
2.750% Senior Notes due 2023 |
XS0933547456 |
2.750% Global Notes due 2023 |
ˆ970 |
ˆ1.00 |
ˆ30 |
ˆ1,000 |
ˆ1.00 |
?750 |
4.375% Senior Notes due 2029 |
XS0830326269 |
4.375% Global Notes due 2029 |
?970 |
?1.00 |
?30 |
?1,000 |
?1.00 |
?350 |
5.200% Senior Notes due 2033 |
XS0994920238 |
5.200% Global Notes due 2033 |
?970 |
?1.00 |
?30 |
?1,000 |
?1.00 |
(1) Consideration per \\$1,000 principal amount of DTV U.S. Notes, ˆ1,000 principal amount of DTV Euro Notes or ?1,000 principal amount of DTV Sterling Notes, as applicable, validly tendered and accepted for exchange, subject to any rounding as described herein.
(2) The term “AT&T Notes” in this column refers, in each case, to the series of AT&T Notes corresponding to the series of DTV Notes of like tenor and coupon.
(3) Includes the Early Participation Premium for DTV Notes validly tendered prior to the Early Participation Date described below and not validly withdrawn.
In connection with the exchange offers, AT&T is also soliciting consents from holders of the DTV Notes to (1) eliminate substantially all of the restrictive covenants in the DTV Indentures; (2) eliminate certain Events of Default; and (3) eliminate the change of control and ratings decline covenant. If the proposed amendments are adopted, all such DTV Notes will be governed by amended indentures, which will have less restrictive terms and afford reduced protections to the holders of those securities compared to those currently in the indentures or those applicable to the AT&T Notes. In particular, holders of the DTV Notes under the amended indentures will no longer receive annual, quarterly and other reports from DTV.
The exchange offers and consent solicitations (together, the “Exchange Offers”) commenced on February 19, 2016 and expire at 11:59 p.m., New York City time, on March 17, 2016, unless extended or terminated (the “Expiration Date”).
In exchange for each of:
(1) \\$1,000 principal amount of dollar-denominated DTV Notes (the “DTV U.S. Notes”) that is validly tendered prior to 5:00 p.m., New York City time, on March 3, 2016 (the “Early Participation Date”) and not validly withdrawn, holders will receive the total exchange consideration set out in the table above (the “Total Consideration”), which consists of \\$1,000 principal amount of dollar-denominated AT&T Notes (the “AT&T U.S. Notes”) and a cash amount of \\$1.00;
(2) ˆ1,000 principal amount of euro-denominated DTV Notes (the “DTV Euro Notes”) that is validly tendered prior to the Early Participation Date and not validly withdrawn, holders will receive the Total Consideration, which consists of ˆ1,000 principal amount of euro-denominated AT&T Notes (the “AT&T Euro Notes”) and a cash amount of ˆ1.00; and
(3) ?1,000 principal amount of GBP-denominated DTV Notes (the “DTV Sterling Notes”) that is validly tendered prior to the Early Participation Date and not validly withdrawn, holders will receive the Total Consideration, which consists of ?1,000 principal amount of GBP-denominated AT&T Notes (the “AT&T Sterling Notes”) and a cash amount of ?1.00.
The Total Consideration includes the early participation premium set out in the table above (the “Early Participation Premium”), which consists of \\$30 principal amount of AT&T U.S. Notes, ˆ30 principal amount of AT&T Euro Notes or ?30 principal amount of AT&T Sterling Notes, respectively.
In exchange for each of:
(1) \\$1,000 principal amount of DTV U.S. Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date and not validly withdrawn, holders will receive only the exchange consideration set out in the table above (the “Exchange Consideration”), which is equal to the Total Consideration less the Early Participation Premium and so consists of \\$970 principal amount of AT&T U.S. Notes and a cash amount of \\$1.00;
(2) ˆ1,000 principal amount of DTV Euro Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date and not validly withdrawn, holders will receive only the Exchange Consideration, which is equal to the Total Consideration less the Early Participation Premium and so consists of ˆ970 principal amount of AT&T Euro Notes and a cash amount of ˆ1.00; and
(3) ?1,000 principal amount of DTV Sterling Notes that is validly tendered after the Early Participation Date but prior to the Expiration Date and not validly withdrawn, holders will receive only the Exchange Consideration, which is equal to the Total Consideration less the Early Participation Premium and so consists of ?970 principal amount of AT&T Sterling Notes and a cash amount of ?1.00.
Each AT&T Note issued in exchange for a DTV Note will have an interest rate and maturity that is identical to the interest rate and maturity of the tendered DTV Note, as well as identical interest payment dates and optional redemption prices. No accrued but unpaid interest will be paid on the DTV 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 DTV Note. Subject to the minimum denominations and minimum consideration amounts as described in the Registration Statement, the principal amount of each AT&T Note will be rounded down, if necessary, to the nearest whole multiple of either \\$1,000, ˆ1,000 or ?1,000, respectively, and we will pay cash equal to the remaining portion, if any, of the exchange price of such DTV Note. The AT&T Notes will be unsecured and unsubordinated obligations of AT&T and will rank equally with all other unsecured and unsubordinated indebtedness of AT&T issued from time to time. The AT&T Notes will be structurally subordinated to all existing and future obligations of AT&T’s current and future subsidiaries.
The dealer managers for the Exchange Offers relating to the DTV U.S. Notes are:
BofA Merrill Lynch 214 North Tryon Street, 21st Floor Charlotte, North Carolina 28255 Attention: Liability Management Group Collect: (980) 683-3215 Toll-Free: (888) 292-0070 |
Credit Suisse New York, New York 10010 Attention: Liability Management Group Collect: (212) 325-2476 Toll-Free: (800) 820-1653 |
Deutsche Bank Securities Collect: (212) 250-2955 |
The dealer managers for the Exchange Offers relating to the DTV Euro Notes and DTV Sterling Notes are:
Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Attention: Liability Management Group Phone: +44 (0) 20 7996 5698 Email: DG.LM_EMEA@baml.com |
Credit Suisse London E14 4QJ United Kingdom Attention: Liability Management Group Phone: +44 (0) 20 7883 8763 Email: liability.management@credit-suisse.com |
Deutsche Bank AG, London Branch 1 Great Winchester Street London EC2N 2DB Phone: +44 20 7545 8011 |
The exchange agent and information agent for the Exchange Offers relating to the DTV U.S. Notes is:
By Facsimile (Eligible Institutions Only): |
Global Bondholder Services Corporation By E-Mail: contact@gbsc-usa.com |
By Mail or Hand: |
The exchange agent and information agent for the Exchange Offers relating to the DTV Euro Notes and DTV Sterling Notes is:
By E-Mail: |
Lucid Issuer Services Limited
By Mail, Hand or Overnight Delivery: Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom |
Confirmation by Telephone: +44 20 7704 0880 |
The Exchange Offers are being made pursuant to the terms and conditions set forth in AT&T’s preliminary prospectus, dated as of February 19, 2016 (the “Prospectus”), which forms a part of the Registration Statement, and, with respect to the DTV U.S. Notes, the related Letter of Transmittal and Consent (the “Letter of Transmittal”). Tendered DTV Notes, and related consents, may be validly withdrawn at any time prior to the Expiration Date and AT&T may terminate or withdraw the Exchange Offers at any time for any reason.
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein and is also not a solicitation of the related consents. The Exchange Offers may be made solely pursuant to the terms and conditions of the Prospectus, the Letter of Transmittal and the other related materials. A Registration Statement relating to the AT&T Notes has been filed with the SEC but has not yet become effective. The AT&T Notes may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement is declared effective by the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Any offer of the AT&T U.S. Notes made to holders of the DTV U.S. Notes which are located or resident in any Member State of the European Economic Area which has implemented Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, (the “Prospectus Directive”) will only be addressed to holders (i) which are qualified investors as defined in the Prospectus Directive or (ii) which agree to acquire the AT&T U.S. Notes for a total consideration equivalent to at least ˆ100,000 per investor. Any holder, not being a qualified investor, that does not agree to acquire such amount will not be able to participate in the Exchange Offers.
In the United Kingdom, this press release is only being communicated to, and any other documents or materials relating to the Exchange Offers are only being distributed to and are only directed at, (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) high net worth entities falling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
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CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this news release contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in AT&T's filings with the Securities and Exchange Commission and in the Registration Statement related to the Exchange Offers. AT&T disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.
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