Welcome!

Containers Expo Blog Authors: Derek Weeks, Liz McMillan, Destiny Bertucci, Karthick Viswanathan, Jason Bloomberg

News Feed Item

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.

The interest rate on the New 2042 Notes will be 4.30%, and the interest rate on the New 2045 Notes will be 4.35%. The yield on the New 2042 Notes will be 4.354% and the New Issue Price of the New 2042 Notes will be $99.101, which has been determined by reference to the bid-side yield on the designated benchmark security, the 2.750% U.S. Treasury Notes due August 15, 2042, as of the Pricing Time, which was 2.784%. The yield on the New 2045 Notes will be 4.354% and the New Issue Price of the New 2045 Notes will be $99.931, which has been determined by reference to the bid-side yield on the designated benchmark security, the 2.750% U.S. Treasury Notes due August 15, 2042, as of the Pricing Time, which was 2.784%.

For each $1,000 principal amount of Old Notes tendered (and not validly withdrawn) and accepted by AT&T, Eligible Holders of such Old Notes will receive a cash payment as set forth in the following table for accrued and unpaid interest on the applicable series of Old Notes up to but not including the settlement date as well as a cash payment for amounts due in lieu of fractional amounts of New Notes:

                   
Title of Security     Issuer       Accrued and Unpaid Interest
7.12% Debentures due 2097     BellSouth
Corporation
      $30.06
7.0% Notes due 2095     BellSouth Telecommunications, LLC(2)       $3.11
6.65% Zero-to-Full Debentures due 2095     BellSouth Telecommunications, LLC(2)       $0.00
7.875% Notes, due 2030     BellSouth Corporation(1)       $26.69
6.875% Notes, due 2031     BellSouth Corporation       $11.84
6.550% Notes, due 2034     BellSouth Corporation       $0.36
6.00% Notes, due 2034     BellSouth Corporation       $5.33
6.450% Global Notes due 2034     AT&T Inc.       $0.36
6.150% Global Notes due 2034     AT&T Inc.       $15.72
8.00% Notes, due 2031     AT&T Corp.       $7.11
8.750% Notes, due 2031     New Cingular Wireless Services, Inc.       $25.76
7.125% Senior Notes, due 2031     AT&T Mobility LLC(3)       $0.40
6.800% Notes, due 2036     AT&T Inc.       $6.04
6.40% Global Notes due 2038     AT&T Inc.       $5.69
6.500% Global Notes due 2037     AT&T Inc.       $19.14
6.30% Global Notes due 2038     AT&T Inc.       $26.60
6.550% Global Notes due 2039     AT&T Inc.       $22.20

The Exchange Offers are being conducted upon the terms and subject to the conditions set forth in the Offering Memorandum and the related letter of transmittal. Unless indicated otherwise, defined terms herein shall have the same meaning as those in the Offering Memorandum. The Exchange Offers are only made, and copies of the offering documents will only be made available, to a holder of the Old Notes who has certified its status as either (1) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (2) a person who is not a “U.S. person” as defined under Regulation S under the Securities Act and who is a “Qualified Investor” as defined under the Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amendment Directive, to the extent implemented in the relevant member state) and the Luxembourg Prospectus Law (each, an “Eligible Holder”).

The Exchange Offers will expire at 11:59 p.m., New York City time, on December 13, 2012, unless extended or earlier terminated by AT&T. Tenders of Old Notes submitted in the Exchange Offers prior to 5:00 p.m. New York City time on November 29, 2012, subject to any extension by AT&T (the “Withdrawal Deadline”), may be validly withdrawn at any time prior to the Withdrawal Deadline, but such tenders will be irrevocable thereafter, except in certain limited circumstances where additional withdrawal rights are required by law. Tenders submitted in the Exchange Offers after the Withdrawal Deadline will be irrevocable except in the limited circumstances where additional withdrawal rights are required by law.

The New Notes have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offers are being made solely by the offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

Documents relating to the Exchange Offers will only be distributed to holders of Old Notes who complete and return a letter of eligibility confirming that they are Eligible Holders. Holders of Old Notes who desire a copy of the eligibility letter may contact D.F. King & Co., Inc., the information agent for the Exchange Offers, at (800) 488-8095 (toll-free), (212) 269-5550 (collect) or via email at [email protected].

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 Exchange Offers. AT&T disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.

About AT&T

AT&T Inc. (NYSE:T) is a premier communications holding company and one of the most honored companies in the world. Its subsidiaries and affiliates – AT&T operating companies – are the providers of AT&T services in the United States and internationally. With a powerful array of network resources that includes the nation’s largest 4G network, AT&T is a leading provider of wireless, Wi-Fi, high speed Internet, voice and cloud-based services. A leader in mobile Internet, AT&T also offers the best wireless coverage worldwide of any U.S. carrier, offering the most wireless phones that work in the most countries. It also offers advanced TV services under the AT&T U-verse® and AT&T │DIRECTV brands. The company’s suite of IP-based business communications services is one of the most advanced in the world.

Additional information about AT&T Inc. and the products and services provided by AT&T subsidiaries and affiliates is available at http://www.att.com. This AT&T news release and other announcements are available at http://www.att.com/newsroom and as part of an RSS feed at www.att.com/rss. Or follow our news on Twitter at @ATT.

© 2012 AT&T Intellectual Property. All rights reserved. 4G not available everywhere. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. All other marks contained herein are the property of their respective owners.

More Stories By Business Wire

Copyright © 2009 Business Wire. All rights reserved. Republication or redistribution of Business Wire content is expressly prohibited without the prior written consent of Business Wire. Business Wire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

@ThingsExpo Stories
The 22nd International Cloud Expo | 1st DXWorld Expo has announced that its Call for Papers is open. Cloud Expo | DXWorld Expo, to be held June 5-7, 2018, at the Javits Center in New York, NY, brings together Cloud Computing, Digital Transformation, Big Data, Internet of Things, DevOps, Machine Learning and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding busin...
Smart cities have the potential to change our lives at so many levels for citizens: less pollution, reduced parking obstacles, better health, education and more energy savings. Real-time data streaming and the Internet of Things (IoT) possess the power to turn this vision into a reality. However, most organizations today are building their data infrastructure to focus solely on addressing immediate business needs vs. a platform capable of quickly adapting emerging technologies to address future ...
No hype cycles or predictions of a gazillion things here. IoT is here. You get it. You know your business and have great ideas for a business transformation strategy. What comes next? Time to make it happen. In his session at @ThingsExpo, Jay Mason, an Associate Partner of Analytics, IoT & Cybersecurity at M&S Consulting, presented a step-by-step plan to develop your technology implementation strategy. He also discussed the evaluation of communication standards and IoT messaging protocols, data...
Nordstrom is transforming the way that they do business and the cloud is the key to enabling speed and hyper personalized customer experiences. In his session at 21st Cloud Expo, Ken Schow, VP of Engineering at Nordstrom, discussed some of the key learnings and common pitfalls of large enterprises moving to the cloud. This includes strategies around choosing a cloud provider(s), architecture, and lessons learned. In addition, he covered some of the best practices for structured team migration an...
With tough new regulations coming to Europe on data privacy in May 2018, Calligo will explain why in reality the effect is global and transforms how you consider critical data. EU GDPR fundamentally rewrites the rules for cloud, Big Data and IoT. In his session at 21st Cloud Expo, Adam Ryan, Vice President and General Manager EMEA at Calligo, examined the regulations and provided insight on how it affects technology, challenges the established rules and will usher in new levels of diligence arou...
In his Opening Keynote at 21st Cloud Expo, John Considine, General Manager of IBM Cloud Infrastructure, led attendees through the exciting evolution of the cloud. He looked at this major disruption from the perspective of technology, business models, and what this means for enterprises of all sizes. John Considine is General Manager of Cloud Infrastructure Services at IBM. In that role he is responsible for leading IBM’s public cloud infrastructure including strategy, development, and offering m...
In his session at 21st Cloud Expo, Raju Shreewastava, founder of Big Data Trunk, provided a fun and simple way to introduce Machine Leaning to anyone and everyone. He solved a machine learning problem and demonstrated an easy way to be able to do machine learning without even coding. Raju Shreewastava is the founder of Big Data Trunk (www.BigDataTrunk.com), a Big Data Training and consulting firm with offices in the United States. He previously led the data warehouse/business intelligence and B...
Recently, REAN Cloud built a digital concierge for a North Carolina hospital that had observed that most patient call button questions were repetitive. In addition, the paper-based process used to measure patient health metrics was laborious, not in real-time and sometimes error-prone. In their session at 21st Cloud Expo, Sean Finnerty, Executive Director, Practice Lead, Health Care & Life Science at REAN Cloud, and Dr. S.P.T. Krishnan, Principal Architect at REAN Cloud, discussed how they built...
22nd International Cloud Expo, taking place June 5-7, 2018, at the Javits Center in New York City, NY, and co-located with the 1st DXWorld Expo will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud ...
22nd International Cloud Expo, taking place June 5-7, 2018, at the Javits Center in New York City, NY, and co-located with the 1st DXWorld Expo will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud ...
DevOps at Cloud Expo – being held June 5-7, 2018, at the Javits Center in New York, NY – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises – and delivering real results. Among the proven benefits,...
@DevOpsSummit at Cloud Expo, taking place June 5-7, 2018, at the Javits Center in New York City, NY, is co-located with 22nd Cloud Expo | 1st DXWorld Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait...
Cloud Expo | DXWorld Expo have announced the conference tracks for Cloud Expo 2018. Cloud Expo will be held June 5-7, 2018, at the Javits Center in New York City, and November 6-8, 2018, at the Santa Clara Convention Center, Santa Clara, CA. Digital Transformation (DX) is a major focus with the introduction of DX Expo within the program. Successful transformation requires a laser focus on being data-driven and on using all the tools available that enable transformation if they plan to survive ov...
SYS-CON Events announced today that T-Mobile exhibited at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. As America's Un-carrier, T-Mobile US, Inc., is redefining the way consumers and businesses buy wireless services through leading product and service innovation. The Company's advanced nationwide 4G LTE network delivers outstanding wireless experiences to 67.4 million customers who are unwilling to compromise on qua...
SYS-CON Events announced today that Cedexis will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Cedexis is the leader in data-driven enterprise global traffic management. Whether optimizing traffic through datacenters, clouds, CDNs, or any combination, Cedexis solutions drive quality and cost-effectiveness. For more information, please visit https://www.cedexis.com.
SYS-CON Events announced today that Google Cloud has been named “Keynote Sponsor” of SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Companies come to Google Cloud to transform their businesses. Google Cloud’s comprehensive portfolio – from infrastructure to apps to devices – helps enterprises innovate faster, scale smarter, stay secure, and do more with data than ever before.
SYS-CON Events announced today that Vivint to exhibit at SYS-CON's 21st Cloud Expo, which will take place on October 31 through November 2nd 2017 at the Santa Clara Convention Center in Santa Clara, California. As a leading smart home technology provider, Vivint offers home security, energy management, home automation, local cloud storage, and high-speed Internet solutions to more than one million customers throughout the United States and Canada. The end result is a smart home solution that sav...
SYS-CON Events announced today that Opsani will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Opsani is the leading provider of deployment automation systems for running and scaling traditional enterprise applications on container infrastructure.
SYS-CON Events announced today that Nirmata will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Nirmata provides a comprehensive platform, for deploying, operating, and optimizing containerized applications across clouds, powered by Kubernetes. Nirmata empowers enterprise DevOps teams by fully automating the complex operations and management of application containers and its underlying ...
SYS-CON Events announced today that Opsani to exhibit at SYS-CON's 21st Cloud Expo, which will take place on October 31 through November 2nd 2017 at the Santa Clara Convention Center in Santa Clara, California. Opsani is creating the next generation of automated continuous deployment tools designed specifically for containers. How is continuous deployment different from continuous integration and continuous delivery? CI/CD tools provide build and test. Continuous Deployment is the means by which...