AT&T launches any-and-all cash tender offers for 53 series of notes

By Sarah Lizee

Olympia, Wash., Nov. 18 – AT&T Inc. announced offers to purchase for cash any and all of 53 series of outstanding notes issued by its wholly owned subsidiaries.

The tender offers will expire at 11:59 p.m. ET on Dec. 16.

Tenders may be withdrawn at any time at or prior to the expiration date.

The settlement date is expected to be Dec. 19.

The following notes are included in the tender offers:

• $102.8 million of 7.85% debentures due Jan. 15, 2022 issued by Michigan Bell Telephone Co. with pricing to be set using the 1.625% Treasury due Nov. 15, 2022 plus 45 basis points for a hypothetical consideration of $1,116.87 per $1,000 of notes;

• $77.9 million of 4% notes due 2022 issued by Time Warner with pricing to be set using the 1.625% Treasury due Nov. 15, 2022 plus 45 bps for a hypothetical consideration of $1,039.17 per $1,000 of notes;

• $65,028,000 of 3.8% senior notes due 2022 issued by DirecTV Holdings LLC and DirecTV Financing Co., Inc. with pricing to be set using the 1.625% Treasury due Nov. 15, 2022 plus 45 bps for a hypothetical consideration of $1,037.88 per $1,000 of notes;

• $95,318,000 of 3.4% notes due 2022 issued by Time Warner with pricing to be set using the 1.625% Treasury due Nov. 15, 2022 plus 45 bps for a hypothetical consideration of $1,032.37 per $1,000 of notes;

• $115,871,000 of 9.15% debentures due 2023 issued by Historic TW Inc. with pricing to be set using the 1.5% Treasury due Oct. 31, 2024 plus 50 bps for a hypothetical consideration of $1,210.32 per $1,000 of notes;

•$88,713,000 of 4.05% notes due 2023 issued by Time Warner with pricing to be set using the 1.5% Treasury due Oct. 31, 2024 plus 65 bps for a hypothetical consideration of $1,066.84 per $1,000 of notes;

• $49,643,000 of 7.57% debentures due 2024 issued by Historic TW with pricing to be set using the 1.5% Treasury due Oct. 31, 2024 plus 65 bps for a hypothetical consideration of $1,206.40 per $1,000 of notes;

• $42,036,000 of 4.45% senior notes due 2024 issued by DirecTV Holdings and DirecTV Financing with pricing to be set using the 1.5% Treasury due Oct. 31, 2024 plus 65 bps for a hypothetical consideration of $1,082.88 per $1,000 of notes;

• $160,452,000 of 3.55% notes due 2024 issued by Time Warner with pricing to be set using the 1.5% Treasury due Oct. 31, 2024 plus 70 bps for a hypothetical consideration of $1,048.27 per $1,000 of notes;

• $38,659,000 of 3.95% senior notes due 2025 issued by DirecTV Holdings and DirecTV Financing with pricing to be set using the 1.5% Treasury due Oct. 31, 2024 plus 80 bps for a hypothetical consideration of $1,068.46 per $1,000 of notes;

• $154,399,000 of 3.6% notes due 2025 issued by Time Warner with pricing to be set using the 1.5% Treasury due Oct. 31, 2024 plus 85 bps for a hypothetical consideration of $1,055.17 per $1,000 of notes;

• $105,567,000 of 7% debentures due Oct. 1, 2025 issued by BellSouth Telecommunications, LLC with pricing to be set using the 1.5% Treasury due Oct. 31, 2024 plus 95 bps for a hypothetical consideration of $1,235.58 per $1,000 of notes;

• $16,568,000 of 6.85% debentures due 2026 issued by Historic TW with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 80 bps for a hypothetical consideration of $1,235.76 per $1,000 of notes;

• $53,936,000 of 3.875% notes due 2026 issued by Time Warner with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 80 bps for a hypothetical consideration of $1,067.15 per $1,000 of notes;

• $279,817,000 of 7.125% debentures due March 15, 2026 issued by Pacific Bell Telephone Co. with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 80 for a hypothetical consideration of $1,257.42 per $1,000 of notes;

• $85,245,000 of 2.95% notes due 2026 issued by Time Warner with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 90 bps for a hypothetical consideration of $1,013.05 per $1,000 of notes;

• $28,063,000 of 7.3% debentures due Aug. 15, 2026 issued by Indiana Bell Telephone Co., Inc. with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 95 bps for a hypothetical consideration of $1,273.28 per $1,000 of notes;

• $4,295,000 of 6.04% debentures due Nov. 15, 2026 issued by BellSouth, LLC with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 100 bps for a hypothetical consideration of $1,200.46 per $1,000 of notes;

• $93,503,000 of 3.8% notes due 2027 issued by Time Warner with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 105 bps for a hypothetical consideration of $1,057.63 per $1,000 of notes;

• $43.38 million of 6.875% debentures due 2027 issued by Ameritech Capital Funding Corp. with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 110 bps for a hypothetical consideration of $1,274.42 per $1,000 of notes;

• $104,205,000 of 6.55% debentures due Jan. 15, 2028 issued by Ameritech Capital with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 110 bps for a hypothetical consideration of $1,259.02 per $1,000 of notes;

• $82,846,000 of 6.95% debentures due 2028 issued by Historic TW with pricing to be set using the 1.75% due Nov. 15, 2029 plus 110 bps for a hypothetical consideration of $1,287.59 per $1,000 of notes;

• $215,798,000 of 6.375% debentures due June 1, 2028 issued by BellSouth Telecommunications with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 115 bps for a hypothetical consideration of $1,252.45 per $1,000 of notes;

• $120,939,000 of 6.5% notes due 2029 issued by AT&T with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 120 bps for a hypothetical consideration of $1,278.30 per $1,000 of notes;

• $96,046,000 of 6.625% debentures due 2029 issued by Historic TW with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 130 bps for a hypothetical consideration of $1,283.38 per $1,000 of notes;

• $121,479,000 of 7 7/8% debentures due 2030 issued by BellSouth, LLC with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 130 bps for a hypothetical consideration of $1,410.66 per $1,000 of notes;

• $348,621,000 of 8.75% senior notes due 2031 issued by New Cingular Wireless Services, Inc. with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 135 bps for a hypothetical consideration of $1,522.05 per $1,000 of notes;

• $193,988,000 of 7.625% debentures due 2031 issued by Time Warner with pricing to be set using the 1.75% due Nov. 15, 2029 plus 135 bps for a hypothetical consideration of $1,420.50 per $1,000 of notes;

• $125,832,000 of 6.875% notes due 2031 issued by BellSouth, LLC with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 145 bps for a hypothetical consideration of $1,350.60 per $1,000 of notes;

• $168,321,000 of 8.75% senior notes due Nov. 15, 2031 issued by AT&T with pricing to be set using the 1.75% due Nov. 15, 2029 plus 145 bps for a hypothetical consideration of $1,536.27 per $1,000 of notes;

• $190 million of 7.125% senior notes due 2031 issued by AT&T Mobility LLC with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 145 bps for a hypothetical consideration of $1,379.32 per $1,000 of notes;

• $153,445,000 of 7.7% debentures due 2032 issued by Time Warner with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 145 bps for a hypothetical consideration of $1,447.08 per $1,000 of notes;

• $157,011,000 of 6.55% notes due 2034 issued by BellSouth, LLC with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 160 bps for a hypothetical consideration of $1,354.72 per $1,000 of notes;

• $227,344,000 of 6% notes due 2034 issued by BellSouth, LLC with pricing to be set using the 1.75% Treasury due Nov. 15, 2029 plus 165 bps for a hypothetical consideration of $1,291.92 per $1,000 of notes;

• $157,766,000 of 8.3% discount debentures due 2036 issued by Historic TW with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 125 bps for a hypothetical consideration of $1,577.10 per $1,000 of notes;

• $90,652,000 of 6.5% debentures due 2036 issued by Time Warner with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 135 bps for a hypothetical consideration of $1,356.38 per $1,000 of notes; $1,356.38;

• $3,549,000 of 5.95% debentures due Jan. 15, 2038 issued by Ameritech Capital Funding with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 145 bps for a hypothetical consideration of $1,286.09 per $1,000 of notes;

• $9,517,000 of 6.35% senior notes due 2040 issued by DirecTV Holdings and DirecTV Financing with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 190 bps for a hypothetical consideration of $1,290.29 per $1,000 of notes;

• $27,389,000 of 6.2% debentures due 2040 issued by Time Warner with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 190 bps for a hypothetical consideration of $1,269.99 per $1,000 of notes;

• $66,554,000 of 6.1% debentures due 2040 issued by Time Warner with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 190 bps for a hypothetical consideration of $1,259.17 per $1,000 of notes;

• $15,947,000 of 6% senior notes due 2040 issued by DirecTV Holdings and DirecTV Financing with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 190 bps for a hypothetical consideration of $1,244.23 per $1,000 of notes;

• $15,874,000 of 6.375% senior notes due 2041 issued by DirecTV Holdings and DirecTV Financing with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 190 bps for a hypothetical consideration of $1,302.40 per $1,000 of notes;

• $73,554,000 of 6.25% debentures due 2041 issued by Time Warner with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 190 bps for a hypothetical consideration of $1,285.62 per $1,000 of notes;

• $52,683,000 of 5.375% debentures due 2041 issued by Time Warner with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 185 bps for a hypothetical consideration of $1,173.87 per $1,000 of notes;

• $41,433,000 of 5.15% senior notes due 2042 issued by DirecTV Holdings and DirecTV with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 175 bps for a hypothetical consideration of $1,159.39 per $1,000 of notes;

• $105,495,000 of 4.9% debentures due 2042 issued by Time Warner with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 175 bps for a hypothetical consideration of $1,123.89 per $1,000 of notes;

• $62,026,000 of 5.35% debentures due 2043 issued Time Warner with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 175 bps for a hypothetical consideration of $1,197.44 per $1,000 of notes;

• $124,203,000 of 4.65% debentures due 2044 issued by Time Warner with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 175 bps for a hypothetical consideration of $1,090.61 per $1,000 of notes;

• $104,269,000 of 4.85% debentures due 2045 issued by Time Warner with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 175 bps for a hypothetical consideration of $1,124.37 per $1,000 of notes;

• $52,482,000 of 5.85% debentures due Nov. 15, 2045 issued by BellSouth Telecommunications with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 175 bps for a hypothetical consideration of $1,286.15 per $1,000 of notes;

• $77.27 million of 7% debentures due Dec. 1, 2095 issued by BellSouth Telecommunications with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 250 bps for a hypothetical consideration of $1,444.37 per $1,000 of notes;

• $41,584,000 of 6.65% zero-to-full debentures due Dec. 15, 2095 issued by BellSouth Telecommunications with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 250 bps for a hypothetical consideration of $1,373.56 per $1,000 of notes; and

• $55,682,000 of 7.12% debentures due July 15, 2097 issued by BellSouth, LLC with pricing to be set using the 2.25% Treasury due Aug. 15, 2049 plus 250 bps for a hypothetical consideration of $1,469.62 per $1,000 of notes.

Holders will also receive accrued interest.

Pricing will be calculated on Dec. 16.

Holders who tender their notes by the expiration time will be eligible to receive the total consideration.

Deutsche Bank Securities Inc. (866 627-0391 toll free or 212 250-2955 collect) and Goldman Sachs & Co. LLC (800 828-3182 toll free or 212 902-6351 collect) are acting as the joint lead dealer managers.

Global Bondholder Services Corp. (866 470-3900 toll free or 212 430-3774 collect) will act as the tender agent and information agent.

AT&T is a Dallas-based telecommunications company.

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