By Susanna Moon
Chicago, Feb. 23 – AT&T Inc. expects to accept tenders for four series of notes in the exchange offer for five issues and a separate set of cash offers for retail holders, according to two separate releases attached to an 8-K filing with the Securities and Exchange Commission.
In the exchange, AT&T expects to issue €878,507,000 of floating-rate global notes due 2023, €450,273,000 of 1.05% global notes due 2023, €1,489,219,000 of 1.8% global notes due 2026 and €1,260,469,000 of 2.35% global notes due 2029, for each of the respective series of notes tendered for exchange, plus a cash fee of €2.50 per €1,000 principal amount.
As announced Feb. 15, the exchange consists of five separate private offers to swap out notes that have a special mandatory redemption provision for five new series of AT&T’s senior notes that do not, according to a previous company announcement.
No consents were being solicited as part of the exchange offers and there was no overall minimum condition, although each exchange offer has a minimum condition for that series of notes.
The exchange offers ended at 5 p.m. ET on Feb. 22.
Settlement is expected to occur on Feb. 27.
AT&T was offering to issue new notes in exchange for five series and holders had tendered the following amount of notes:
• €878,507,000 of the €1.25 billion floating rate global notes due Sept. 4, 2023 for new notes due Sept. 5, 2023 and €2.50 cash with a minimum exchange condition of €500 million;
• €450,273,000 of the €750 million 1.05% global notes due Sept. 4, 2023 for new notes due Sept. 5, 2023 and €2.50 cash with a minimum exchange condition of €300 million;
• €1,489,219,000 of the €1.75 billion 1.8% global notes due Sept. 4, 2026 for new notes due Sept. 5, 2026 and €2.50 cash with a minimum exchange condition of €500 million;
• €1,260,469,000 of the €1.5 billion 2.35% global notes due Sept. 4, 2029 for new notes due Sept. 5, 2029 and €2.50 cash with a minimum exchange condition of €500 million; and
• £48,436,000 of the £1 billion 3.550% global notes due Sept. 4, 2037 for new notes due Sept. 5, 2037 and £2.50 cash with a minimum exchange condition of £250 million.
The issuer accepted for exchange all of the tendered notes for the first four series of notes and none of the fifth series, the release noted.
The issuer was offering an exchange value of €1,000 for each €1,000 principal amount or £1,000 per £1,000 principal amount, respectively, which includes a cash fee of €2.50 or £2.50 per €1,000 or £1,000, respectively, the release noted.
No accrued interest will be paid on the old notes in connection with the exchange; however, interest on the new notes will accrue from the most recent interest payment date, with the exception of floaters due 2023, which will begin to accrue interest from March 5.
The exchange offers contain conditions including that the old notes are not subject to redemption under the terms of their SMR provision, the completion of the cash offers as well as the closing of the proposed acquisition of Time Warner Inc.
The exchange was being offered to holders who are qualified institutional buyers under Rule 144A or Regulation S.
Lucid Issuer Services Ltd. (+44 0 20 7704 0880 or https://www.lucid-is.com/att.) is the exchange agent and information agent.
Cash offers for retail holders
For the retail offers, holders could not be considered qualified institutional buyers and those who are not non-U.S. persons.
The tender consists of five separate offers to purchase for cash the notes with the special mandatory redemption provision.
The tender offers also ended at 5 p.m. ET on Feb. 22 with settlement expected to occur on Feb. 27.
Holders had tendered the following amount of notes with a price for each €1,000 or £1,000 of notes:
• €11.65 million of the €1.25 billion of floating-rate global notes due Sept. 4, 2023 with an offer price of €1,010;
• €5.2 million of the €750 million 1.05% global notes due Sept. 4, 2023 with an offer price of €1,010;
• €500,000 of the €1.75 billion 1.8% global notes due Sept. 4, 2026 with an offer price of €1,010;
• €400,000 of the €1.5 billion 2.35% global notes due Sept. 4, 2029 with an offer price of €1,010; and
• £825,000 of the £1 billion 3.550% global notes due Sept. 4, 2037 with an offer price of £1,010.
AT&T expects to accept all of the tendered notes for the first four series and none of the fifth series, according to a company update on Friday.
AT&T said it expects to pay an aggregate total payment of €11,766,500 for the floaters plus accrued interest of €14,331.11, €5,252,000 for the 1.05% notes due 2023 plus accrued interest of €26,327.66, €505,000 for the 1.8% notes due 2026 plus accrued interest of €4,339.73 and €404,000 for the 2.35% notes due 2029 plus accrued interest of €4,532.60.
Holders also will receive accrued interest to but excluding the settlement date.
Deutsche Bank AG, London Branch (+44 0 20 7545-8011), Goldman Sachs & Co. LLC (800 828-3182 or 212 902-6595), Merrill Lynch International (+44 20 7996 5420) and RBC Europe Ltd. (877 381-2099, 212 618-7843 or +44 20 7029 7420) are the joint lead dealer managers.
Lucid Issuer Services Ltd. (+44 0 20 7704 0880) is the tender agent and information agent.
The telecommunications services provider is based in Dallas.
Exchange issues
Floaters
| Issuer: | AT&T Inc.
|
| Issue: | Floating-rate global notes
|
| Amount: | €878,507,000
|
| Maturity: | 2023
|
| Settlement date: | Feb. 27
|
|
|
| 2023 notes
|
| Issuer: | AT&T Inc.
|
| Issue: | Global notes
|
| Amount: | €450,273,000
|
| Maturity: | 2023
|
| Coupon: | 1.05%
|
| Settlement date: | Feb. 27
|
|
|
| 2026 notes
|
| Issuer: | AT&T Inc.
|
| Issue: | Global notes
|
| Amount: | €1,489,219,000
|
| Maturity: | 2026
|
| Coupon: | 1.8%
|
| Settlement date: | Feb. 27
|
|
|
| 2029 notes
|
| Issuer: | AT&T Inc.
|
| Issue: | Global notes
|
| Amount: | €1,260,469,000
|
| Maturity: | 2029
|
| Coupon: | 2.35%
|
| Settlement date: | Feb. 27
|
|
|
|
|
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