AT&T launches tender offer for nine series of Warner Media, TW notes

By Marisa Wong

Morgantown, W.Va., May 2 – AT&T Inc. announced it has begun cash tender offers for nine series of notes issued by Warner Media, LLC and Historic TW Inc.

AT&T is offering to purchase the following outstanding notes:

• $281,775,000 of 9.15% debentures due 2023 issued by Historic TW, with pricing based on the 2.25% Treasury due April 30, 2024 and a fixed spread of 75 basis points, for a hypothetical total consideration of $1,211.05 per $1,000 principal amount;

• $136,109,000 of 7.57% debentures due 2024 issued by Historic TW, with pricing based on the 2.25% Treasury due April 30, 2024 and a fixed spread of 85 bps, for a hypothetical total consideration of $1,191.96 per $1,000 principal amount;

• $21,776,000 of 6.85% debentures due 2026 issued by Historic TW, with pricing based on the 2.625% Treasury due Feb. 15, 2029 and a fixed spread of 105 bps, for a hypothetical total consideration of $1,194.38 per $1,000 principal amount;

• $170,021,000 of 6.95% debentures due 2028 issued by Historic TW, with pricing based on the 2.625% Treasury due Feb. 15, 2029 and a fixed spread of 130 bps, for a hypothetical total consideration of $1,231.35 per $1,000 principal amount;

• $402,359,000 of 6.625% debentures due 2029 issued by Historic TW, with pricing based on the 2.625% Treasury due Feb. 15, 2029 and a fixed spread of 130 bps, for a hypothetical total consideration of $1,234.26 per $1,000 principal amount;

• $496,551,000 of 7.625% debentures due 2031 issued by Warner Media, with pricing based on the 2.625% Treasury due Feb. 15, 2029 and a fixed spread of 150 bps, for a hypothetical total consideration of $1,342.23 per $1,000 principal amount;

• $407,478,000 of 7.7% debentures due 2032 issued by Warner Media, with pricing based on the 2.625% Treasury due Feb. 15, 2029 and a fixed spread of 155 bps, for a hypothetical total consideration of $1,366.81 per $1,000 principal amount;

• $158,403,000 of 8.3% discount debentures due 2036 issued by Historic TW, with pricing based on the 3.375% Treasury due Nov. 15, 2048 and a fixed spread of 175 bps, for a hypothetical total consideration of $1,420.39 per $1,000 principal amount; and

• $392,320,000 of 6.5% debentures due 2036 issued by Warner Media, with pricing based on the 3.375% Treasury due Nov. 15, 2048 and a fixed spread of 175 bps, for a hypothetical total consideration of $1,220.60 per $1,000 principal amount.

The hypothetical purchase price was calculated as of 11 a.m. ET on May 1 and assumes a settlement date of June 5.

The total consideration will include an early tender payment of $30 per $1,000 principal amount of notes tender by 5 p.m. ET on May 15, the early tender date.

Holders tendering after the early tender date will be eligible to receive only the tender offer consideration, which is the total consideration less the early tender payment.

AT&T is also soliciting consents from holders to some proposed amendments to the indentures governing the notes 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.

The tender offers and consent solicitations will expire at 9 a.m. ET on May 31.

Tenders may be withdrawn and consents revoked at any time prior to 5 p.m. ET on May 15.

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.

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

BofA Merrill Lynch (attn.: liability management group, 980 683-3215, 888 292-0070), Deutsche Bank Securities (attn.: liability management group, 212 250-2955, 866 627-0391) and J.P. Morgan (attn.: liability management desk, 212 834-3424, 866 834-4666) are the dealer managers.

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

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