DALLAS, June 3, 2019 /PRNewswire/ -- AT&T Inc. (NYSE: T) ("AT&T") announced today the final results of its previously announced offers to purchase for cash all validly tendered (and not validly withdrawn) and accepted notes of each series listed in the table below (collectively, the "Notes") issued by Warner Media, LLC or Historic TW Inc. and the related solicitation of consents to amend the indentures governing the Notes.
As of 9:00 a.m., New York City time, on May 31, 2019 (the "Expiration Date"), the aggregate principal amounts listed below of each series of Notes had been validly tendered and not validly withdrawn in connection with the offers to purchase for cash and consent solicitations (the "Offers"). The final settlement of the Offers is expected to take place on or about June 5, 2019 (the "Settlement Date").
Series of Notes to be Purchased
Principal Amount Outstanding as of the Expiration Date
Aggregate Principal Amount Validly Tendered as of the Expiration Date(1)
Aggregate Principal Amount AT&T Expects to Accept
9.15% Debentures due 2023(2)
7.57% Debentures due 2024(2)
6.85% Debentures due 2026
6.95% Debentures due 2028(2)
6 5/8% Debentures due 2029(2)
7.625% Debentures due 2031(2)
7.700% Debentures due 2032(2)
8.30% Discount Debentures due 2036
6.50% Debentures due 2036(2)
(1) Reflects the aggregate principal amount of each series of Notes that have been validly tendered and not validly withdrawn as of the Expiration Date, based on information provided by the tender agent to AT&T. (2) The requisite consents for adopting the proposed amendments to the applicable indenture were received for this series of Notes. Consents received in the Offers and in the previously announced offers by AT&T to exchange the Notes for new notes issued by AT&T have been combined. (3) References to Historic TW refer to Historic TW Inc., the successor in interest to Time Warner Companies Inc. (4) References to Time Warner refer to Warner Media, LLC, the successor in interest to Time Warner Inc.
The Offers were made pursuant to the terms and conditions set forth in the Offer to Purchase, dated May 2, 2019, and the related Letter of Transmittal and Consent (the "Letter of Transmittal").
The requisite consents were obtained to amend the indentures governing each series of Notes except with respect to the 6.85% Debentures due 2026 and the 8.30% Discount Debentures due 2036, and the supplemental indentures effecting the proposed amendments were entered into on May 21, 2019.
Based on the amount of Notes tendered in the Offers and in accordance with the terms of the Offers, AT&T expects to accept, on the Settlement Date, all of the Notes validly tendered and not validly withdrawn. Upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal, (i) holders who validly tendered and who did not validly withdraw Notes at or prior to 5:00 p.m., New York City time, on May 15, 2019 (the "Early Tender Date"), and whose Notes are accepted for purchase by AT&T, will receive the applicable Total Consideration (as defined in the Offer to Purchase) and (ii) holders who validly tendered Notes after the Early Tender Date but prior to the Expiration Date, and whose Notes are accepted for purchase by AT&T, will receive the applicable Total Consideration less the Early Tender Payment (as defined in the Offer to Purchase).
Questions concerning the terms of the Offers should be directed to the following dealer managers:
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
Deutsche Bank Securities 60 Wall Street New York, New York 10005 Attention: Liability Management Group
Collect: (212) 250-2955 Toll-Free: (866) 627-0391
J.P. Morgan 383 Madison Avenue
New York, New York 10179
Attention: Liability Management Desk
Collect: (212) 834-3424
Toll-Free: (866) 834-4666
The tender agent and information agent for the Offers was:
Global Bondholder Services Corporation
By Facsimile (Eligible Institutions Only): (212) 430-3775 or (212) 430-3779
By Mail or Hand: 65 Broadway—Suite 404 New York, New York 10006
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Offers were made solely by the Offer to Purchase and the related Letter of Transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.
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. AT&T disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.
This press release is directed only 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"); (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (iv) any other persons to whom this press release can lawfully be communicated in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply, (all such persons together being referred to as "relevant persons"). This press release must not be acted on or relied on by persons who are not relevant persons.
Any investment activity to which this press release relates is reserved for relevant persons only and may only be engaged in by relevant persons.