AT&T Inc. (NYSE:T, news, filings) (“AT&T”) announced today that, as of 5:00 p.m. New York City time, on March 3, 2016 (the “Early Participation Date”), the aggregate principal amounts of each series of notes listed in the table below (collectively, the “DTV Notes”) issued by DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. (together, “DTV”) and guaranteed by DIRECTV Group Holdings, LLC, each a wholly owned subsidiary of AT&T, had been validly tendered and not validly withdrawn in connection with AT&T’s previously announced offers to exchange all validly tendered and accepted DTV Notes of each such series for new notes to be issued by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 DTV Notes. A Registration Statement on Form S-4 (File No. 333-209597) (the “Registration Statement”) relating to the issuance of the AT&T Notes was filed with the Securities and Exchange Commission (“SEC”) on February 19, 2016 (as amended by Amendment No. 1 to the Registration Statement filed with the SEC on March 3, 2016) but has not yet been declared effective.
| Series of DTV Notes to be Exchanged | CUSIP/ISIN No. | Aggregate Principal Amount Tendered and Consents Received as of the Early Participation Date | Percentage of Total Outstanding Principal Amount of such Series of DTV Notes |
| 2.400% Senior Notes due 2017 | 25459HBE4 | $1,150,023,000 | 92.00% |
| 1.750% Senior Notes due 2018 | 25459HBH7 | $690,413,000 | 92.06% |
| 5.875% Senior Notes due 2019 | 25459HAU9 | $939,281,000 | 93.93% |
| 5.200% Senior Notes due 2020 | 25459HAT2;
25459HAR6; U25398AH8 |
$1,152,030,000 | 88.62% |
| 4.600% Senior Notes due 2021 | 25459HAW5 | $926,054,000 | 92.61% |
| 5.000% Senior Notes due 2021 | 25459HBA2 | $1,425,279,000 | 95.02% |
| 3.800% Senior Notes due 2022 | 25459HBF1;
25459HBD6; U25398AL9 |
$1,409,339,000 | 93.96% |
| 4.450% Senior Notes due 2024 | 25459HBL8 | $1,207,188,000 | 96.58% |
| 3.950% Senior Notes due 2025 | 25460CAA1 | $1,154,706,000 | 96.23% |
| 6.350% Senior Notes due 2040 | 25459HAQ8 | $490,483,000 | 98.10% |
| 6.000% Senior Notes due 2040 | 25459HAX3 | $1,233,769,000 | 98.70% |
| 6.375% Senior Notes due 2041 | 25459HAZ8 | $983,556,000 | 98.36% |
| 5.150% Senior Notes due 2042 | 25459HBG9 | $1,206,755,000 | 96.54% |
| 2.750% Senior Notes due 2023 | XS0933547456 | €424,339,000 | 84.87% |
| 4.375% Senior Notes due 2029 | XS0830326269 | £743,060,000 | 99.07% |
| 5.200% Senior Notes due 2033 | XS0994920238 | £341,088,000 | 97.45% |
The exchange offers and consent solicitations (together, the “Exchange Offers”) are being made pursuant to the terms and conditions set forth in AT&T’s preliminary prospectus, dated as of March 3, 2016 (the “Preliminary Prospectus”), which forms a part of the Registration Statement, and, with respect to the U.S. dollar-denominated DTV Notes (the “DTV U.S. Notes”), the related Amended and Restated Letter of Transmittal and Consent (the “Letter of Transmittal”). Subject to the Registration Statement being declared effective, the Exchange Offers will expire at 11:59 p.m. on March 17, 2016.
The dealer managers for the Exchange Offers relating to the DTV U.S. Notes are:
| 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 |
Credit Suisse Eleven Madison Avenue New York, New York 10010 Attention: Liability Management Group Collect: (212) 325-2476 Toll-Free: (800) 820-1653 |
Deutsche Bank Securities 60 Wall Street New York, New York 10005 Attention: Liability Management Group Collect: (212) 250-2955 |
The dealer managers for the Exchange Offers relating to the euro-denominated and sterling-denominated DTV Notes are:
| Merrill Lynch International
2 King Edward Street London EC1A 1HQ United Kingdom Attention: Liability Management Group Phone: +44 (0) 20 7996 5698 Email: DG.LM_EMEA@baml.com |
Credit Suisse One Cabot Square London E14 4QJ United Kingdom Attention: Liability Management Group Phone: +44 (0) 20 7883 8763 Email: liability.management@credit-suisse.com |
Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB Phone: +44 20 7545 8011 |
The exchange agent and information agent for the Exchange Offers relating to the DTV U.S. Notes is:
|
By Facsimile (Eligible Institutions Only): |
Global Bondholder Services Corporation
By E-Mail: contact@gbsc-usa.com |
By Mail or Hand: |
The exchange agent and information agent for the Exchange Offers relating to the euro-denominated and sterling-denominated DTV Notes is:
|
By E-Mail: |
Lucid Issuer Services Limited
By Mail, Hand or Overnight Delivery: Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom |
Confirmation by Telephone: +44 20 7704 0880
|
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 may be made solely pursuant to the terms and conditions described in the Preliminary Prospectus, the Letter of Transmittal and the other related materials. As noted above, the Registration Statement relating to the AT&T Notes has been filed with the SEC but has not yet become effective. The AT&T Notes may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement is declared effective by the SEC.
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.
Any offer of the dollar-denominated AT&T Notes (the “AT&T U.S. Notes”) made to holders of the DTV U.S. Notes which are located or resident in any Member State of the European Economic Area which has implemented Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, (the “Prospectus Directive”) will only be addressed to holders (i) which are qualified investors as defined in the Prospectus Directive or (ii) which agree to acquire the AT&T U.S. Notes for a total consideration equivalent to at least €100,000 per investor. Any holder, not being a qualified investor, that does not agree to acquire such amount will not be able to participate in the Exchange Offers.
In the United Kingdom, this press release is only being communicated to, and any other documents or materials relating to the Exchange Offers are only being distributed to and are only directed 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 falling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
###
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.
– See more at: http://about.att.com/story/att_announces_results_of_early_tenders_and_consents.html#sthash.r7OJEtYm.dpuf
PR Archives: Latest, By Company, By Date