AT&T begins exchange offer for 26 series of Warner Media, TW notes

By Marisa Wong

Morgantown, W.Va., May 2 – AT&T Inc. announced it has begun exchange offers for 26 series of notes issued by Warner Media, LLC and Historic TW Inc.

AT&T is offering to exchange any and all of the following outstanding notes for new global notes issued by AT&T:

• $500 million of 4% notes due 2022 issued by Warner Media;

• $500 million of 3.4% notes due 2022 issued by Warner Media;

• $282 million of 9.15% debentures due 2023 issued by Historic TW;

•$500 million of 4.05% notes due 2023 issued by Warner Media;

• $136 million of 7.57% debentures due 2024 issued by Historic TW;

• $750 million of 3.55% notes due 2024 issued by Warner Media;

• $1.5 billion of 3.6% notes due 2025 issued by Warner Media;

• $600 million of 3.875% notes due 2026 issued by Warner Media;

• $22 million of 6.85% debentures due 2026 issued by Historic TW;

• $800 million of 2.95% notes due 2026 issued by Warner Media;

• $1.5 billion of 3.8% note due 2027 issued by Warner Media;

• $170 million of 6.95% debentures due 2028 issued by Historic TW;

• $402 million of 6.625% debentures due 2029 issued by Historic TW;

• $497 million of 7.625% debentures due 2031 issued by Warner Media;

• $407 million of 7.7% debentures due 2032 issued by Warner Media;

• $158 million of 8.3% discount debentures due 2036 issued by Historic TW;

• $392 million of 6.5% debentures due 2036 issued by Warner Media;

• $357 million of 6.2% debentures due 2040 issued by Warner Media;

• $459 million of 6.1% debentures due 2040 issued by Warner Media;

• $595 million of 6.25% debentures due 2041 issued by Warner Media;

• $500 million of 5.375% debentures due 2041 issued by Warner Media;

• $500 million of 4.9% debentures due 2042 issued by Warner Media;

• $500 million of 5.35% debentures due 2043 issued by Warner Media;

• $600 million of 4.65% debentures due 2044 issued by Warner Media;

• $900 million of 4.85% debentures due 2045 issued by Warner Media; and

• €700 million of 1.95% notes due 2023 issued by Warner Media.

In exchange for each $1,000 or €1,000 principal amount of existing notes, AT&T is offering a total consideration of $1,000 or €1,000 principal amount, as applicable, of new AT&T notes plus a cash payment of $1.00 or €1.00.

The total consideration will include an early participation premium of $30 or €30 principal amount of AT&T notes per $1,000 or €1,000 principal amount of existing notes tendered by 5 p.m. ET on May 15, the early participation date.

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

Each AT&T note issued in exchange for an old note will have an interest rate and maturity identical to that of the old note, as well as identical interest payment dates and optional redemption prices.

No accrued interest will be paid on the old notes in connection with the exchange offers. However, interest on the applicable AT&T note will accrue from and including the most recent interest payment date of the tendered old note.

The exchange offers will expire at 9 a.m. ET on May 31.

Tenders may be withdrawn at any time prior to the expiration date.

AT&T has also launched concurrent offers to purchase nine of the series covered by the exchange offer: the 9.15% debentures due 2023, the 7.57% debentures due 2024, the 6.85% debentures due 2026, the 6.95% debentures due 2028, the 6.625% debentures due 2029, the 7.625% debentures due 2031, the 7.7% debentures due 2032, the 8.3% discount debentures due 2036 and the 6.5% debentures due 2036.

AT&T is also soliciting consents from holders to some proposed amendments to the indentures governing those nine series 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 consent solicitations are also set to expire at 9 a.m. ET on May 31.

Consents may be revoked at any time prior to 5 p.m. ET on May 15.

The exchange offers are conditioned on the delivery of consents to the proposed amendments. Any consents received in the 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.

AT&T is a telecommunications company based in Dallas.

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