AT&T Inc. Announces Final Results Of Any And All Tender Offers And Maximum Tender Amount For Pending Maximum Tender Offers

AT&T Inc. (NYSE:T) (“ AT&T”) today announced that, pursuant to its previously announced tender offers to purchase for cash the debt securities listed in the tables below (collectively, the “ Securities” and each a “ series” of Securities), $1,714,883,000 in aggregate principal amount of Securities subject to the Any and All Tender Offers (as defined below) were validly tendered and not validly withdrawn prior to the expiration of the Any and All Tender Offers at 5:00 p.m., New York City time, on November 13, 2013 (such time and date, the “ Any and All Expiration Date”), according to the information provided by Global Bondholder Services Corporation, the tender and information agent for such tender offers, as more fully set forth below. All of such Securities have been accepted for purchase. AT&T expects to make payment for the applicable Any and All Notes in same-day funds today, November 14, 2013.

The tender offers consist of two separate groups of offers (each a “ Tender Offer”, and collectively, the “ Tender Offers”) on the terms set forth in the offer to purchase and related letter of transmittal, each dated November 5, 2013 (as they may be amended or supplemented, the “ Tender Offer Documents”), with (i) Tender Offers to purchase any and all (the “ Any and All Tender Offers”) of the fifteen series of Securities listed in the first table below (collectively, the “ Any and All Notes”), and (ii) Tender Offers to purchase up to the Maximum Tender Amount (as defined below) (the “ Maximum Tender Offers”) of the nine series of Securities listed in the second table below (collectively, the “ Maximum Tender Offer Notes”). AT&T refers investors to the Tender Offer Documents for the complete terms of the Tender Offers.
                               

Any and All of the Outstanding Securities Listed Below
 
Title ofSecurity     CUSIP Number    

Principal Amount Outstanding
   

U.S. Treasury Reference Security
   

ReferenceYield
   

Fixed Spread (Basis Points)
   

Total Consideration (1)
   

Principal Amount Tendered
   

Percent Tendered of AmountOutstanding
7.12% Debentures due 2097     079857AF5     $293,144,000    

2.875% due5/15/43
    3.864%     +245     $1,126.83     $4,043,000     1.38%
7% Debentures due 2095     079867AP2     $240,899,000    

2.875% due5/15/43
    3.864%     +245     $1,107.94     $55,380,000     22.99%
6.65% Zero-to-Full Debentures due 2095     079867AS6     $268,962,000    

2.875% due5/15/43
    3.864%     +245     $924.80     $123,356,000     45.86%
7.875% Debentures due 2030     079857AH1     $690,220,000    

2.875% due5/15/43
    3.864%     +195     $1,214.69     $184,533,000     26.74%
6.875% Notes due 2031     079860AD4     $505,451,000    

2.875% due5/15/43
    3.864%     +185     $1,129.08     $101,793,000     20.14%
6.550% Notes due 2034     079860AE2     $510,459,000    

2.875% due5/15/43
    3.864%     +190     $1,093.97     $144,271,000     28.26%
6.875% Debentures due 2027     030955AJ7     $200,000,000    

2.500% due8/15/23
    2.725%     +255     $1,156.31     $132,587,000     66.29%
6.55% Debentures due 2028     030955AN8     $400,000,000    

2.500% due8/15/23
    2.725%     +255     $1,126.03     $142,388,000     35.60%
7.30% Debentures due 2026     454614AK4     $150,000,000    

2.500% due8/15/23
    2.725%     +255     $1,186.15     $66,684,000     44.46%
7% Debentures due 2025     079867AM9     $300,000,000    

2.500% due8/15/23
    2.725%     +235     $1,170.10     $132,282,000     44.09%
6.00% Notes due 2034     079860AK8     $528,871,000    

2.875% due5/15/43
    3.864%     +185     $1,034.72     $168,260,000     31.81%
6.375% Debentures due 2028     079867AW7     $500,000,000    

2.500% due8/15/23
    2.725%     +245     $1,121.57     $166,450,000     33.29%
6.800% Notes due 2036     00206RAB8     $267,870,000    

2.875% due5/15/43
    3.864%     +180     $1,143.49     $92,624,000     34.58%
8.750% Senior Notes due 2031     00209AAF3     $896,496,000    

2.875% due5/15/43
    3.864%     +130     $1,406.80     $74,394,000     8.30%
6.500% Notes due 2029     001957AW9     $263,472,000    

2.875% due5/15/43
    3.864%     +140     $1,128.87     $125,838,000     47.76%

(1) Per $1,000 principal amount of Any and All Notes.
 
                           

Up to the Maximum Tender Amount of the Outstanding Securities Listed Below
 
Title of Security     CUSIP Number    

Principal Amount Outstanding
   

Acceptance Priority Level
   

Fixed Spread (Basis Points)
   

U.S. Treasury Reference Security
   

Bloomberg Reference Page
   

Early Tender Premium (2)
5.20% Notes due 2016(3)     079860AL6     $400,000,000     1     +55     0.625% due 10/15/16     PX1     $30
5.625% Global Notes due 2016(3)     78387GAL7     $1,250,000,000     2     +35     0.625% due 10/15/16     PX1     $30
6.500% Global Notes due 2037     00206RAD4     $1,981,282,000     3     +185     2.875% due 5/15/43     PX1     $30
6.300% Global Notes due 2038     00206RAG7     $2,750,000,000     4     +185     2.875% due 5/15/43     PX1     $30
6.55% Global Notes due 2039     00206RAS1     $2,250,000,000     5     +185     2.875% due 5/15/43     PX1     $30
6.450% Global Notes due 2034     78387GAM5     $491,219,000     6     +160     2.875% due 5/15/43     PX1     $30
6.40% Global Notes due 2038     00206RAN2     $445,620,000     7     +180     2.875% due 5/15/43     PX1     $30
6.150% Global Notes due 2034     78387GAQ6     $586,254,000     8     +160     2.875% due 5/15/43     PX1     $30
7.125% Debentures due 2026     694032AT0     $625,000,000     9     +200     2.500% due 8/15/23     PX1     $30

(2) Per $1,000 principal amount of Maximum Tender Offer Notes. The Total Consideration (as defined below) for Maximum Tender Offer Notes validly tendered at or prior to the Early Tender Date (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the Early Tender Premium.

(3) The maximum aggregate principal amount of 5.20% Notes due 2016 and 5.625% Global Notes due 2016 that shall be accepted in the aggregate in the Maximum Tender Offers is $500,000,000.
 

The aggregate principal amount of the Maximum Tender Offer Notes (each as defined below) to be accepted for purchase in connection with the Maximum Tender Offers has been set at $2,285,117,000 (the “ Maximum Tender Amount”). Such Maximum Tender Amount is equal to $4,000,000,000 less $1,714,883,000, the aggregate principal amount of the Any and All Notes validly tendered and accepted for purchase.

If any Maximum Tender Offer Notes are validly tendered such that the aggregate principal amount of such tendered Maximum Tender Offer Notes exceeds the Maximum Tender Amount, the Maximum Tender Offer Notes will be purchased in accordance with the acceptance priority levels set forth in the second table above, and may be subject to proration as described in the Tender Offer Documents.

As previously announced, the Maximum Tender Offers will expire at 11:59 p.m., New York City time, on December 4, 2013, unless extended or earlier terminated (such date and time, as the same may be extended, the “ Maximum Tender Expiration Date”). Holders of Maximum Tender Offer Notes must validly tender and not validly withdraw their Maximum Tender Offer Notes at or prior to 5:00 p.m., New York City time, on November 19, 2013, unless extended or earlier terminated (such date and time, as the same may be extended, the “ Early Tender Date”) to be eligible to receive the “ Total Consideration,” which is inclusive of an amount in cash equal to the applicable amount set forth in the second table above under the heading “Early Tender Premium” (the “ Early Tender Premium”). Holders of Maximum Tender Offer Notes who validly tender their Maximum Tender Offer Notes after the Early Tender Date but at or prior to the Maximum Tender Expiration Date will be eligible only to receive the “ Tender Offer Consideration,” which is defined as an amount equal to the Total Consideration less an amount in cash equal to the applicable amount set forth in the second table under the heading “ Early Tender Premium.”

Maximum Tender Offer Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 19, 2013, unless such date and time is extended or earlier terminated by AT&T, but not thereafter.

The Total Consideration and Tender Offer Consideration with respect to the Maximum Tender Offer Notes will be determined in the manner described in the Tender Offer Documents at 2:00 p.m., New York City time, on November 19, 2013, unless extended or earlier terminated. Holders will also receive accrued and unpaid interest on Maximum Tender Offer Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date AT&T makes payment in same-day funds for such Maximum Tender Offer Notes, which date is anticipated to be December 5, 2013.

Only registered holders of Maximum Tender Offer Notes are entitled to tender Maximum Tender Offer Notes pursuant to the Maximum Tender Offers. A beneficial owner of Maximum Tender Offer Notes that are held of record by a custodian bank, broker, dealer, commercial bank, trust company or other nominee must contact the nominee and request that such nominee tender such Maximum Tender Offer Notes on the beneficial owner’s behalf prior to the Early Tender Date, in order to receive the Total Consideration for the Maximum Tender Offer Notes, or, in the case of Maximum Tender Offer Notes tendered after the Early Tender Date, but prior to the Maximum Tender Expiration Date, in order to receive the Tender Offer Consideration.

Information Relating to the Tender Offers

Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are the lead dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (collect). Global Bondholder Services Corporation is the tender and information agent for the Tender Offers and can be contacted at (866) 873-7700 (toll-free) or (212) 430-3774 (collect).

None of AT&T or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the applicable trustee with respect to any Securities is making any recommendation as to whether holders should tender any Securities in response to any of the Tender Offers, and neither AT&T nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities. The full details of the Tender Offers for the Securities, including complete instructions on how to tender Securities, are included in the Tender Offer Documents. Holders are strongly encouraged to read carefully the Tender Offer Documents, including materials filed with the Securities and Exchange Commission and incorporated by reference therein, because they contain important information.

Holders may obtain a copy of the Tender Offer Documents, free of charge, from Global Bondholder Services Corporation, the tender and information agent in connection with the Tender Offers, by calling toll-free at (866) 873-7700 (bankers and brokers can call collect at (212) 430-3774). Holders are urged to carefully read these materials prior to making any decisions with respect to the Tender Offers.

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 offering memorandum related to the Tender Offers. AT&T disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.

Copyright Business Wire 2010

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