AT&T Inc. Announces Final Results of Exchange Offers and Consent Solicitations

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DALLAS, June 3, 2019 /PRNewswire/ — AT&T Inc. (NYSE: T) (“AT&T”) announced today the final results of its previously announced offers to exchange all validly tendered (and not validly withdrawn) and accepted notes of each series listed in the table below (collectively, the “TW Notes”) issued by Warner Media, LLC or Historic TW Inc. for new notes to be issued by AT&T (collectively, the “AT&T Notes”), and the related solicitation of consents to amend the indentures governing the TW Notes.

As of 9:00 a.m., New York City time, on May 31, 2019 (the “Expiration Date”), the aggregate principal amounts listed below of each series of TW Notes had been validly tendered and not validly withdrawn in connection with the exchange offers and consent solicitations (the “Exchange Offers”). The final settlement of the Exchange Offers is expected to take place on or about June 5, 2019 (the “Settlement Date”).

Series of TW Notes to be Exchanged	Issuer	CUSIP/ISIN	Principal Amount Outstanding as of the Expiration Date	Aggregate Principal Amount Validly Tendered as of the Expiration Date⁽¹⁾	Aggregate Principal Amount AT&T Expects to Accept

4.00% Notes due 2022⁽²⁾	Time Warner⁽³⁾	887317AN5	$500,000,000	$422,100,000	$422,100,000
3.40% Notes due 2022⁽²⁾	Time Warner⁽³⁾	887317AQ8	$500,000,000	$402,692,000	$402,692,000
9.15% Debentures due 2023⁽²⁾	Historic TW⁽⁴⁾	887315AM1	$281,775,000	$125,918,000	$125,918,000
4.05% Notes due 2023⁽²⁾	Time Warner⁽³⁾	887317AR6	$500,000,000	$411,287,000	$411,287,000
7.57% Debentures due 2024⁽²⁾	Historic TW⁽⁴⁾	887315BH1	$136,109,000	$54,178,000	$54,178,000
3.55% Notes due 2024⁽²⁾	Time Warner⁽³⁾	887317AV7	$750,000,000	$589,548,000	$589,548,000
3.60% Notes due 2025⁽²⁾	Time Warner⁽³⁾	887317AW5	$1,500,000,000	$1,329,996,000	$1,329,996,000
3.875% Notes due 2026⁽²⁾	Time Warner⁽³⁾	887317AZ8	$600,000,000	$541,159,000	$541,159,000
6.85% Debentures due 2026	Historic TW⁽⁴⁾	887315BB4	$21,776,000	$25,000	$0
2.95% Notes due 2026⁽²⁾	Time Warner⁽³⁾	887317BA2	$800,000,000	$707,275,000	$707,275,000
3.80% Notes due 2027⁽²⁾	Time Warner⁽³⁾	887317BB0	$1,500,000,000	$1,329,216,000	$1,329,216,000
6.95% Debentures due 2028⁽²⁾	Historic TW⁽⁴⁾	887315BM0	$170,021,000	$43,801,000	$43,801,000
6 5/8% Debentures due 2029⁽²⁾	Historic TW⁽⁴⁾	887315BN8	$402,359,000	$190,040,000	$190,040,000
7.625% Debentures due 2031⁽²⁾	Time Warner⁽³⁾	00184AAC9	$496,551,000	$188,038,000	$188,038,000
7.700% Debentures due 2032⁽²⁾	Time Warner⁽³⁾	00184AAG0	$407,478,000	$157,645,000	$157,645,000
8.30% Discount Debentures due 2036	Historic TW⁽⁴⁾	887315AZ2	$158,403,000	$694,000	$0
6.50% Debentures due 2036⁽²⁾	Time Warner⁽³⁾	887317AD7	$392,320,000	$160,252,000	$160,252,000
6.200% Debentures due 2040⁽²⁾	Time Warner⁽³⁾	887317AE5	$356,866,000	$329,477,000	$329,477,000
6.10% Debentures due 2040⁽²⁾	Time Warner⁽³⁾	887317AH8	$459,483,000	$392,929,000	$392,929,000
6.25% Debentures due 2041⁽²⁾	Time Warner⁽³⁾	887317AL9	$595,438,000	$521,884,000	$521,884,000
5.375% Debentures due 2041⁽²⁾	Time Warner⁽³⁾	887317AM7	$500,000,000	$447,317,000	$447,317,000
4.90% Debentures due 2042⁽²⁾	Time Warner⁽³⁾	887317AP0	$500,000,000	$394,500,000	$394,500,000
5.35% Debentures due 2043⁽²⁾	Time Warner⁽³⁾	887317AS4	$500,000,000	$436,339,000	$436,339,000
4.65% Debentures due 2044⁽²⁾	Time Warner⁽³⁾	887317AU9	$600,000,000	$470,657,000	$470,657,000
4.85% Debentures due 2045⁽²⁾	Time Warner⁽³⁾	887317AX3	$900,000,000	$795,686,000	$795,686,000
1.95% Notes due 2023⁽²⁾	Time Warner⁽³⁾	XS1266734349	€700,000,000	€536,072,000	€535,972,000

(1) Reflects the aggregate principal amount of each series of TW Notes that have been validly tendered and not validly withdrawn as of the Expiration Date, based on information provided by the exchange agent to AT&T.
(2) The requisite consents for adopting the proposed amendments to the applicable indenture were received for this series of TW Notes. Consents received in the Exchange Offers and in the previously announced offers by AT&T to purchase for cash certain series of the TW Notes have been combined.
(3) References to Time Warner refer to Warner Media, LLC, the successor in interest to Time Warner Inc.
(4) References to Historic TW refer to Historic TW Inc., the successor in interest to Time Warner Companies Inc.

The Exchange Offers were made pursuant to the terms and conditions set forth in AT&T’s prospectus, dated May 13, 2019 (the “Prospectus”), which forms a part of the Registration Statement (as defined below), and, with respect to the U.S. dollar-denominated TW Notes, the related Letter of Transmittal and Consent (the “Letter of Transmittal”).

The requisite consents were obtained to amend the indentures governing each series of TW Notes except with respect to the 6.85% Debentures due 2026 and the 8.30% Discount Debentures due 2036, and the supplemental indentures effecting the proposed amendments were entered into on May 21, 2019.

Based on the amount of TW Notes tendered in the Exchange Offers and in accordance with the terms of the Exchange Offers, AT&T expects to accept, on the Settlement Date, all of the TW Notes validly tendered and not validly withdrawn, other than any 6.85% Debentures due 2026 or 8.30% Discount Debentures due 2036 tendered for exchange.

A Registration Statement on Form S-4 (File No. 333-231171) (the “Registration Statement”) relating to the issuance of the AT&T Notes was filed with the Securities and Exchange Commission (“SEC”) on May 2, 2019 (as amended by Amendment No. 1 to the Registration Statement filed with the SEC on May 13, 2019) and was declared effective by the SEC on May 13, 2019.

Questions concerning the terms of the Exchange Offers for the U.S. dollar-denominated TW Notes should be directed to the following dealer managers:

BofA Merrill Lynch
214 North Tryon Street, 21st Floor

Charlotte, North Carolina 28255
Attention: Liability Management Group

Collect: (980) 683-3215
Toll-Free: (888) 292-0070

Deutsche Bank Securities
60 Wall Street
New York, New York 10005
Attention: Liability Management Group

Collect: (212) 250-2955
Toll-Free: (866) 627-0391

J.P. Morgan
383 Madison Avenue

New York, New York 10179

Attention: Liability Management Desk

Collect: (212) 834-3424

Toll-Free: (866) 834-4666

Questions concerning the terms of the Exchange Offer for the Euro-denominated TW Notes should be directed to the following dealer managers:

Merrill Lynch International
2 King Edward Street

London EC1A 1HQ

United Kingdom

Attention: Liability Management Group

Toll: +44 (0) 20 7996 5420

Deutsche Bank

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Attention: Liability Management Group

Phone: +44 20 7545 8011

J.P. Morgan
383 Madison Avenue

New York, New York 10179

Attention: Liability Management Desk

Collect: (212) 834-3424

Toll-Free: (866) 834-4666

The exchange agent and information agent for the Exchange Offers was:

Global Bondholder Services Corporation

By Facsimile (Eligible Institutions Only):
(212) 430-3775 or
(212) 430-3779

By E-Mail:

[email protected]

By Mail or Hand:
65 Broadway—Suite 404
New York, New York 10006

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein and is also not a solicitation of the related consents. The Exchange Offers were made solely pursuant to the terms and conditions described in the Prospectus, the Letter of Transmittal and the other related materials.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

MiFID II professionals / ECPs-only / No PRIIPs KID – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

This press release is directed only at: (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This press release must not be acted on or relied on by persons who are not relevant persons. Any investment activity to which this press release relates is reserved for relevant persons only and may only be engaged in by relevant persons.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this news release contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in AT&T’s filings with the Securities and Exchange Commission and in the Registration Statement related to the Exchange Offers. AT&T disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.