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AT&T Inc. Announces The Reference UST Security Yield For Its Exchange Offers And Pricing Terms With Respect To Pool 3 Offer

AT&T Inc. (NYSE: T) and (“ AT&T”) today announced (i) the reference UST security yield for its private offer to exchange (the “ Pool 1 Offer”) the three series of notes described in the table below (the “ Pool 1 Notes”) for a new series of AT&T’s senior notes to be due in 2042 (the “ New 2042 Notes”) and cash:

             
Title of Security     Issuer     Consideration Exchanged For
7.12% Debentures due 2097     BellSouth Corporation (1)     New 2042 Notes and cash
7.0% Notes due 2095     BellSouth Telecommunications, LLC (2)     New 2042 Notes and cash
6.65% Zero-to-Full Debentures due 2095     BellSouth Telecommunications, LLC (2)     New 2042 Notes and cash
       

(1) The 7.12% Debentures due 2097 were originally issued by BellSouth Capital Funding Corporation, which subsequently merged with and into BellSouth Corporation.

(2) BellSouth Telecommunications, LLC was formerly known as BellSouth Telecommunications, Inc.
 

(ii) the reference UST security yield for its private offer to exchange (the “ Pool 2 Offer”) the four series of notes described in the table below (the “ Pool 2 Notes”) for a new series of AT&T’s senior notes to be due in 2045 (the “ New 2045 Notes” and, together with the New 2042 Notes, the “ New Notes”) and cash:

             
Title of Security     Issuer     Consideration Exchanged For
7.875% Notes, due 2030     BellSouth Corporation (1)     New 2045 Notes and cash
6.875% Notes, due 2031     BellSouth Corporation     New 2045 Notes and cash
6.550% Notes, due 2034     BellSouth Corporation     New 2045 Notes and cash
6.00% Notes, due 2034     BellSouth Corporation     New 2045 Notes and cash
       

(1) The 7.875% Notes were originally issued by BellSouth Capital Funding Corporation, which subsequently merged with and into BellSouth Corporation.

 

and (iii) pricing terms with respect to its private offer to exchange (the “ Pool 3 Offer”, and together with the Pool 1 Offer and the Pool 2 Offer, the “ Exchange Offers”) the ten series of notes described in the table below (the “ Pool 3 Notes”, and together with the Pool 1 Notes and the Pool 2 Notes, the “ Old Notes”) for New Notes identified in the chart below and, as applicable, cash, as set forth in the table below. The aggregate principal amount of Pool 3 Notes that are accepted for exchange will be based on the order of acceptance priority for such series as set forth in the below table.

                           
Title of Security     Issuer       Consideration Exchanged For       Acceptance Priority Level
6.450% Global Notes due 2034     AT&T Inc.       New 2045 Notes       1
6.150% Global Notes due 2034     AT&T Inc.       New 2045 Notes       2
8.00% Notes, due 2031     AT&T Corp. (1)       New 2042 Notes       3
8.750% Notes, due 2031     New Cingular Wireless Services, Inc. (2)       New 2042 Notes       4
7.125% Senior Notes, due 2031     AT&T Mobility LLC (3)       New 2042 Notes       5
6.800% Notes, due 2036     AT&T Inc.       New 2045 Notes and cash       6
6.40% Global Notes due 2038     AT&T Inc.       New 2045 Notes and cash       7
6.500% Global Notes due 2037     AT&T Inc.       New 2042 Notes and cash       8
6.30% Global Notes due 2038     AT&T Inc.       New 2042 Notes and cash       9
6.550% Global Notes due 2039     AT&T Inc.       New 2045 Notes and cash       10
               
(1) The 8.00% Notes due 2031 were issued by AT&T Corp. and are fully, unconditionally and irrevocably guaranteed by AT&T.
 
(2) New Cingular Wireless Services, Inc. was formerly known as AT&T Wireless Services, Inc.
(3) AT&T Mobility LLC was formerly known as Cingular Wireless LLC.
 

For each $1,000 principal amount of Pool 3 Notes tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on November 29, 2012 (the “ Early Participation Date”) and accepted by AT&T, the following table sets forth the Total Consideration, the yield, the principal amount of the applicable series of New Notes, as priced below, and the amount of cash:

                                                   
Title of Security     Issuer       Total Consideration (1)       Yield (2)       Principal Amount of New Notes       Series of New Notes       Cash Payment
6.450% Global Notes due 2034     AT&T Inc.       $1,314.09       4.214%       $1,315.00       New 2045 Notes       $0.00
6.150% Global Notes due 2034     AT&T Inc.       $1,273.82       4.214%       $1,274.70       New 2045 Notes       $0.00
8.00% Notes, due 2031     AT&T Corp.       $1,556.68       3.834%       $1,570.80       New 2042 Notes       $0.00
8.750% Notes, due 2031     New Cingular Wireless Services, Inc.       $1,667.55       3.684%       $1,682.68       New 2042 Notes       $0.00
7.125% Senior Notes, due 2031     AT&T Mobility LLC       $1,441.12       3.834%       $1,454.19       New 2042 Note       $0.00
6.800% Notes, due 2036     AT&T Inc.       $1,382.45       4.214%       $1,058.10       New 2045 Notes       $325.08
6.40% Global Notes due 2038     AT&T Inc.       $1,335.11       4.234%       $1,051.00       New 2045 Notes       $284.84
6.500% Global Notes due 2037     AT&T Inc.       $1,345.02       4.234%       $1,078.70       New 2042 Notes       $276.02
6.30% Global Notes due 2038     AT&T Inc.       $1,317.28       4.234%       $1,057.09       New 2042 Notes       $269.69
6.550% Global Notes due 2039     AT&T Inc.       $1,364.13       4.234%       $1,091.78       New 2045 Notes       $273.10
                                 
(1) The Total Consideration for each series of Pool 3 Notes includes an Early Participation Payment of $50.00 per $1,000 principal amount of Old Notes Tendered and accepted.
 

(2) Reflects the bid-side yield on the reference UST security (2.750% U.S. Treasury Notes due August 15, 2042) calculated in accordance with the procedures set forth in the Offering Memorandum.

 
 

Eligible Holders who tender their Pool 3 Notes after the Early Participation Date will receive, for each $1,000 principal amount of such Pool 3 Notes tendered, an amount reflecting the applicable Total Consideration less the Early Participation Payment of $50.00 as specified in the Offering Memorandum, dated November 15, 2012 (the “ Offering Memorandum”) and the related letter of transmittal. Tendered Pool 3 Notes will be subject to the acceptance priority levels set forth in the Offering Memorandum.

The bid-side yield on the reference UST security for each of the Pool 1 Notes and the Pool 2 Notes, the 2.750% U.S. Treasury Notes due August 15, 2042, as of the Pricing Time, calculated in accordance with the procedures set forth in the Offering Memorandum, was 2.784%. Pricing terms, including the Total Consideration, with respect to the Pool 1 Offer and the Pool 2 Offer will be announced after the final expiration date of the offers pursuant to the terms set forth in the Offering Memorandum and the related letter of transmittal. For each $1,000 principal amount of Pool 1 Notes or Pool 2 Notes tendered (and not validly withdrawn) prior to the Early Participation Date and accepted by AT&T, holders will receive the Total Consideration as calculated pursuant to the terms set forth in the Offering Memorandum. Eligible Holders who tender their Pool 1 Notes or Pool 2 Notes after the Early Participation Date will receive, for each $1,000 principal amount of such Pool 1 Notes or Pool 2 Notes tendered, an amount reflecting the applicable Total Consideration less the Early Participation Payment of $50.00 as specified in the Offering Memorandum and related letter of transmittal.

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