AT&T gives final results of tenders for Warner Media, TW notes

By Sarah Lizee

Olympia, Wash., June 3 – AT&T Inc. announced the final results of its tender offers for nine series of debentures issued by Warner Media, LLC or Historic TW Inc.

The tender offers and consent solicitations began May 2 and expired at 9 a.m. ET on May 31.

As of the expiration time, holders had tendered the following, with the previously announced total considerations listed per $1,000 principal amount:

• $39,986,000 of the $281,775,000 9.15% debentures due 2023 issued by Historic TW with the total consideration set at $1,213.76 using the 2.25% Treasury due April 30, 2024 and a fixed spread of 75 basis points;

• $32,288,000 of the $136,109,000 7.57% debentures due 2024 issued by Historic TW with the total consideration set at $1,195.31 using the 2.25% Treasury due April 30, 2024 and a fixed spread of 85 bps;

• $5,208,000 of the $21,776,000 6.85% debentures due 2026 issued by Historic TW with the total consideration set at $1,199.02 using the 2.625% Treasury due Feb. 15, 2029 and a fixed spread of 105 bps;

• $43,374,000 of the $170,021,000 6.95% debentures due 2028 issued by Historic TW with the total consideration set at $1,237.24 using the 2.625% Treasury due Feb. 15, 2029 and a fixed spread of 130 bps;

• $116,023,000 of the $402,359,000 6.625% debentures due 2029 issued by Historic TW with the total consideration set at $1,350.29 using the 2.625% Treasury due Feb. 15, 2029 and a fixed spread of 130 bps;

• $114.27 million of the $496,551,000 7.625% debentures due 2031 issued by Warner Media with the total consideration set at $1,199.02 using the 2.625% Treasury due Feb. 15, 2029 and a fixed spread of 150 bps;

• $96,388,000 of the $407,478,000 7.7% debentures due 2032 issued by Warner Media with the total consideration set at $1,375.51 using the 2.625% Treasury due Feb. 15, 2029 and a fixed spread of 155 bps;

• $637,000 of the $158,403,000 8.3% discount debentures due 2036 issued by Historic TW with the total consideration set at $1,428.88 using the 3.375% Treasury due Nov. 15, 2048 and a fixed spread of 175 bps;

• $141,416,000 of the $392.32 million 6.5% debentures due 2036 issued by Warner Media with the total consideration set at $1,228.50 using the 3.375% Treasury due Nov. 15, 2048 and a fixed spread of 175 bps.

AT&T intends to accept all notes validly tendered in the offer.

The total consideration for each series will include an early tender payment of $30 per $1,000 principal amount of notes tendered by the early tender date.

The company said 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 8.3% discount debentures due 2036, and the supplemental indentures effecting the proposed amendments were entered into on May 21.

AT&T solicited consents from holders to some proposed amendments to the indentures governing the debentures that would eliminate some restrictive covenants and eliminate, solely with respect to the 6.85% debentures due 2026, the 6.625% debentures due 2029 and the 8.3% discount debentures due 2036, the cross-default event of default.

The company said it is not offering any additional payment for consents to the proposed amendments.

AT&T has also launched concurrent offers to exchange 26 series of notes issued by Warner Media and Historic TW for new notes issued by AT&T. The 26 series include the nine series covered by the buyback offers and related consent solicitations.

In the list above, the amount of consents delivered includes consents delivered in the exchange offers.

The exchange offers were conditioned on the delivery of consents to the proposed amendments. Any consents received in the concurrent exchange offers counted toward the needed consents for adopting the proposed changes.

BofA Securities Inc. (980 683-3215 or 888 292-0070), Deutsche Bank Securities (212 250-2955 or 866 627-0391) and JPMorgan (212 834-3424 or 866 834-4666) are the dealer managers.

Global Bondholder Services Corp. (866 470-3900, 212 430-3774, contact@gbsc-usa.com or https://gbsc-usa.com/registration/att) is the information agent.

AT&T is a telecommunications company based in Dallas.

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