AT&T Inc. (NYSE: T) (“AT&T”) announced today the
commencement of a transaction to exchange five series of its
outstanding notes as detailed below. Concurrently with this
transaction, AT&T also announced today the commencement of a
transaction to repurchase such five series of notes pursuant to
tender offers (each, a “Cash Offer”). The Cash Offers are intended
for retail holders, and accordingly only holders who are not
“qualified institutional buyers” and who are not non-U.S. persons
(other than “retail investors” in the European Economic Area and
non-accredited investors in Canada) are authorized to participate
in the Cash Offers.
The exchange transaction consists of five separate private
offers to exchange (each, an “Exchange Offer” and collectively, the
“Exchange Offers”), any and all of the outstanding notes listed in
the table below, which have a special mandatory redemption (“SMR”)
provision (collectively, the “Old Notes”), in exchange for five new
series of AT&T’s senior notes which do not have an SMR
provision (the “New Notes”) and cash, on the terms and subject to
the conditions set forth in the Offering Memorandum dated February
15, 2018 (the “Offering Memorandum” and, together with the notice
of guaranteed delivery, the “Exchange Offer Documents”). No
consents are being solicited as part of the Exchange Offers and no
overall minimum condition exists for the Exchange Offers, although
each Exchange Offer is subject to a minimum condition as set forth
in the table below.
The Exchange Offers will expire at 5:00 p.m., New York City
time, on February 22, 2018, unless extended or earlier terminated
by AT&T (the “Exchange Offer Expiration Date”). Tenders of Old
Notes submitted in the Exchange Offers may be validly withdrawn at
any time at or prior to 5:00 p.m. New York City time, on February
22, 2018, subject to any extension by AT&T, but thereafter will
be irrevocable, except in certain limited circumstances where
additional withdrawal rights are required by law (as determined by
AT&T). The “Exchange Offer Settlement Date” will be promptly
following the Exchange Offer Expiration Date and is expected to be
February 27, 2018.
Total Consideration
(1)
Title of Series of OldNotes to
be Exchanged
PrincipalAmountOutstanding(mm)
ISIN No.
Old NotesMaturity Date
New NotesMaturity Date
NewSMRProvision
MinimumCondition(mm)
New
Notes(principalamount)
Cash Floating Rate Global Notes due 2023
€1,250 XS1629866606 September 4, 2023 September 5, 2023 None €500
€1,000 €2.50 1.050% Global Notes due 2023 €750
XS1629865897 September 4, 2023 September 5, 2023 None €300 €1,000
€2.50 1.800% Global Notes due 2026 €1,750 XS1629866192 September 4,
2026 September 5, 2026 None €500 €1,000 €2.50 2.350% Global Notes
due 2029 €1,500 XS1629866275 September 4, 2029 September 5, 2029
None €500 €1,000 €2.50 3.550% Global Notes due 2037
£1,000 XS1634248865 September
14, 2037 September 15, 2037 None
£250 £1,000 £2.50
(1) Total Consideration per €1,000 or £1,000, respectively,
principal amount of Old Notes validly tendered and not validly
withdrawn and accepted for exchange, which includes a cash fee of
€2.50 or £2.50 per €1,000 or £1,000, respectively, principal amount
of such Old Notes.
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Exchange Offer Eligible Holders who (i)
validly tender and who do not validly withdraw Old Notes at or
prior to the Exchange Offer Expiration Date (as defined below) or
(ii) deliver a properly completed and duly executed notice of
guaranteed delivery and all other required documents at or prior to
the Exchange Offer Expiration Date and tender their Old Notes
pursuant to the Exchange Offers at or prior to 5:00 p.m., New York
City time, on the second business day after the applicable Exchange
Offer Expiration Date pursuant to guaranteed delivery procedures,
and, subject in each case to tendering the applicable minimum
denominations, and whose Old Notes are accepted for exchange by
AT&T, will receive the applicable Total Consideration specified
in the table above.
AT&T will deliver New Notes in exchange for Old Notes
accepted for exchange in the Exchange Offers and pay the cash
consideration on the Exchange Offer Settlement Date (as defined
below). No accrued but unpaid interest will be paid on the Old
Notes in connection with the Exchange Offers. However, interest on
each New Note will accrue from and include the most recent interest
payment date of the tendered Old Note, with the exception of
Floating Rate Global Notes due 2023, which will begin to accrue
interest from and including March 5, 2018. On March 5, 2018,
holders who held the Floating Rate Notes due 2023 as of the record
date for such interest payment and whose notes are accepted in the
Exchange Offer will also receive their full coupon for the current
quarterly interest period.
Each Exchange Offer is subject to certain conditions, including
(i) that the Old Notes are not subject to redemption under the
terms of their SMR provision, (ii) that the aggregate principal
amount of New Notes to be issued under such Exchange Offer must be
equal to or greater than the minimum condition amount corresponding
to each Exchange Offer set forth in the table above (the “Minimum
Condition”), (iii) the timely satisfaction or waiver of all of the
conditions precedent to the completion of the Cash Offers for such
series of Old Notes (with respect to each Cash Offer, the “Cash
Offer Completion Condition”) and (iv) the condition that AT&T
does not determine, in its reasonable discretion, prior to the
Exchange Offer Expiration Date, that all conditions to the closing
of the proposed acquisition of Time Warner Inc. as set forth in the
Agreement and Plan of Merger, dated October 22, 2016 are reasonably
likely to be satisfied or waived on or before April 22, 2018.
AT&T will terminate an Exchange Offer for a given series of Old
Notes if it terminates the Cash Offer for such series of Old Notes,
and AT&T will terminate the Cash Offer for a given series of
Old Notes if it terminates the Exchange Offer for such series of
Old Notes. The Cash Offer Completion Condition may not be waived by
AT&T however, AT&T reserves the right, in its sole
discretion, to waive the other conditions.
The Exchange Offers are only made, the New Notes are only being
offered and will only be issued, and copies of the Offering
Memorandum will only be made available, to a holder of Old Notes
who has certified its status as either (a) a “qualified
institutional buyer” as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”) or (b) (i) a person
who is not a “U.S. person” as defined under Regulation S under the
Securities Act, or a dealer or other professional fiduciary
organized, incorporated or (if an individual) residing in the
United States holding a discretionary account or similar account
(other than an estate or trust) for the benefit or account of a
non-“U.S. person”, (ii) if located or resident in the European
Economic Area, that they are persons other than “retail investors”
(for these purposes, a retail investor means a person who is one
(or more) of: (x) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or
(y) a customer within the meaning of Directive 2002/92/EC (as
amended, the “Insurance Mediation Directive”), where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (z) not a qualified investor as
defined in Directive 2003/71/EC (as amended, the “Prospectus
Directive”)) and (iii) if located or resident in Canada, is located
or resident in a province of Canada and is an “accredited investor”
as such term is defined in National Instrument 45-106 – Prospectus
Exemptions (“NI 45-106”), and, if resident in Ontario, section
73.3(1) of the Securities Act (Ontario), in each case, that is not
an individual unless that person is also a “permitted client” as
defined in National Instrument 31-103 – Registration Requirements,
Exemptions and Ongoing Registrant Obligations (“Canadian Eligible
Holders”). We refer to holders of Old Notes who certify to us that
they are eligible to participate in the Exchange Offers pursuant to
at least one of the foregoing conditions as “Exchange Offer
Eligible Holders”.
Only Exchange Offer Eligible Holders who have confirmed they
are Exchange Offer Eligible Holders are authorized to receive or
review the Exchange Offer Documents or to participate in the
Exchange Offers. For Canadian Eligible Holders, such participation
is conditioned upon the receipt of the Canadian beneficial holder
electronic instructions. There is no separate letter of transmittal
in connection with the Offering Memorandum.
The New Notes have not been registered under the Securities Act
or any state securities laws. Therefore, the New Notes may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws.
Holders are advised to check with any bank, securities broker
or other intermediary through which they hold Old Notes as to when
such intermediary needs to receive instructions from a holder in
order for that holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in the Exchange Offers before the
deadlines specified herein and in the Exchange Offer Documents. The
deadlines set by each clearing system for the submission and
withdrawal of exchange instructions will also be earlier than the
relevant deadlines specified herein and in the Exchange Offer
Documents.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The
Exchange Offers are being made solely by the Exchange Offer
Documents and only to such persons and in such jurisdictions as is
permitted under applicable law.
MiFID II professionals/ECPs-only / No PRIIPs KID –
Manufacturer target market (MIFID II product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs key information document (KID)
has been prepared as not available to retail in EEA.
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 (Financial Promotion) Order
2005, as amended (the “Order”) or (iii) high net worth entities,
and other persons to whom it may lawfully be communicated, 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.
Lucid Issuer Services Limited will act as the exchange agent and
information agent in the Exchange Offers. Documents relating to the
Exchange Offers will only be distributed to holders of Old Notes
who certify that they are Exchange Offer Eligible Holders.
Questions or requests for assistance related to the Exchange Offers
or for additional copies of the Exchange Offer Documents may be
directed to Lucid Issuer Services Limited at +44 (0) 20 7704 0880.
You may also contact your broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Exchange
Offers. The Exchange Offer Documents can be accessed at the
following link: https://www.lucid-is.com/att.
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 the Offering Memorandum 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180215005432/en/
AT&T Corporate and Financial CommunicationsMcCall Butler,
404-986-0456mb8191@att.comorFor Holders of Old Notes:Lucid
Issuer Services LimitedPhone: 44 (0) 20 7704 0880
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