|By Business Wire||
|November 30, 2012 08:01 AM EST||
AT&T Inc. (NYSE: T) and (“AT&T”) today announced the early results of its private offers to (i) 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||
|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) 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||
|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) 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 table 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 table below.
|Title of Security||Issuer||Consideration Exchanged For||
|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.
In addition, holders whose Old Notes are accepted for exchange will receive accrued and unpaid interest from the last interest payment date to, but not including, the date on which such Old Notes are exchanged.
The approximate principal amounts of each series of Old Notes that have been validly tendered for exchange, as of 5:00 p.m., New York City time, on November 29, 2012 (the “Early Participation Date”), based on information provided by the exchange agent to AT&T, are presented in the table below.
|Title of Security||Issuer||
|7.12% Debentures due 2097||BellSouth Corporation||$205,319,000|
|7.0% Notes due 2095||BellSouth Telecommunications, LLC||$259,101,000|
|6.65% Zero-to-Full Debentures due 2095||BellSouth Telecommunications, LLC||$231,038,000|
|7.875% Notes, due 2030||BellSouth Corporation||$313,609,000|
|6.875% Notes, due 2031||BellSouth Corporation||$248,483,000|
|6.550% Notes, due 2034||BellSouth Corporation||$190,592,000|
|6.00% Notes, due 2034||BellSouth Corporation||$154,658,000|
|6.450% Global Notes due 2034||AT&T Inc.||$258,723,000|
|6.150% Global Notes due 2034||AT&T Inc.||$412,679,000|
|8.00% Notes, due 2031||AT&T Corp.||$220,673,000|
|8.750% Notes, due 2031||New Cingular Wireless Services, Inc.||$241,224,000|
|7.125% Senior Notes, due 2031||AT&T Mobility LLC||$239,467,000|
|6.800% Notes, due 2036||AT&T Inc.||$331,610,000|
|6.40% Global Notes due 2038||AT&T Inc.||$801,570,000|
|6.500% Global Notes due 2037||AT&T Inc.||$1,261,728,000|
|6.30% Global Notes due 2038||AT&T Inc.||$1,719,942,000|
|6.550% Global Notes due 2039||AT&T Inc.||$1,096,337,000|
The amount of outstanding Old Notes validly tendered and not validly withdrawn as of the Early Participation Date, as reflected in the tables above, exceeded the conditions that at least $500,000,000 of each series of New Notes are issued in the Exchange Offers.
AT&T also announced today that it has amended the terms of the Exchange Offers to increase the maximum aggregate principal amount of Pool 1 Notes that will be accepted for tender from $400,000,000 to $700,000,000, to increase the maximum aggregate principal amount of Pool 2 Notes that will be accepted for tender from $800,000,000 to $915,000,000, and to increase the combined maximum aggregate amount of New Notes that will be issued from $4,000,000,000 to $5,000,000,000, and the maximum aggregate amount of Pool 3 Notes that will be accepted for tender will be adjusted accordingly.
The maximum aggregate principal amount of New 2042 Notes that will be issued is $3,500,000,000, and the maximum aggregate principal amount of New 2045 Notes that will be issued is $3,500,000,000, but the combined maximum aggregate amount of New Notes that will be issued is $5,000,000,000. The Pool 1 Offer and the Pool 2 Offer will each be conducted pursuant to a modified “Dutch auction” process.
The Exchange Offers will expire at 11:59 p.m., New York City time, on December 13, 2012, unless extended or terminated. In accordance with the terms of the Exchange Offers, the withdrawal deadline relating to the Exchange Offers occurred at 5:00 p.m., New York City time, on November 29, 2012. As a result, tendered Old Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by AT&T).
The Exchange Offers are being conducted upon the terms and subject to the conditions set forth in the offering memorandum, dated November 15, 2012, 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 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].
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.
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.
We’ve worked with dozens of early adopters across numerous industries and will debunk common misperceptions, which starts with understanding that many of the connected products we’ll use over the next 5 years are already products, they’re just not yet connected. With an IoT product, time-in-market provides much more essential feedback than ever before. Innovation comes from what you do with the data that the connected product provides in order to enhance the customer experience and optimize busi...
May. 5, 2016 06:00 AM EDT Reads: 1,345
In his session at @ThingsExpo, Chris Klein, CEO and Co-founder of Rachio, will discuss next generation communities that are using IoT to create more sustainable, intelligent communities. One example is Sterling Ranch, a 10,000 home development that – with the help of Siemens – will integrate IoT technology into the community to provide residents with energy and water savings as well as intelligent security. Everything from stop lights to sprinkler systems to building infrastructures will run ef...
May. 5, 2016 02:00 AM EDT Reads: 1,300
Manufacturers are embracing the Industrial Internet the same way consumers are leveraging Fitbits – to improve overall health and wellness. Both can provide consistent measurement, visibility, and suggest performance improvements customized to help reach goals. Fitbit users can view real-time data and make adjustments to increase their activity. In his session at @ThingsExpo, Mark Bernardo Professional Services Leader, Americas, at GE Digital, will discuss how leveraging the Industrial Interne...
May. 5, 2016 12:45 AM EDT Reads: 1,387
The increasing popularity of the Internet of Things necessitates that our physical and cognitive relationship with wearable technology will change rapidly in the near future. This advent means logging has become a thing of the past. Before, it was on us to track our own data, but now that data is automatically available. What does this mean for mHealth and the "connected" body? In her session at @ThingsExpo, Lisa Calkins, CEO and co-founder of Amadeus Consulting, will discuss the impact of wea...
May. 5, 2016 12:00 AM EDT Reads: 1,215
Whether your IoT service is connecting cars, homes, appliances, wearable, cameras or other devices, one question hangs in the balance – how do you actually make money from this service? The ability to turn your IoT service into profit requires the ability to create a monetization strategy that is flexible, scalable and working for you in real-time. It must be a transparent, smoothly implemented strategy that all stakeholders – from customers to the board – will be able to understand and comprehe...
May. 4, 2016 11:45 PM EDT Reads: 1,277
Increasing IoT connectivity is forcing enterprises to find elegant solutions to organize and visualize all incoming data from these connected devices with re-configurable dashboard widgets to effectively allow rapid decision-making for everything from immediate actions in tactical situations to strategic analysis and reporting. In his session at 18th Cloud Expo, Shikhir Singh, Senior Developer Relations Manager at Sencha, will discuss how to create HTML5 dashboards that interact with IoT devic...
May. 4, 2016 09:00 PM EDT Reads: 1,437
Artificial Intelligence has the potential to massively disrupt IoT. In his session at 18th Cloud Expo, AJ Abdallat, CEO of Beyond AI, will discuss what the five main drivers are in Artificial Intelligence that could shape the future of the Internet of Things. AJ Abdallat is CEO of Beyond AI. He has over 20 years of management experience in the fields of artificial intelligence, sensors, instruments, devices and software for telecommunications, life sciences, environmental monitoring, process...
May. 4, 2016 05:30 PM EDT Reads: 1,434
The demand for organizations to expand their infrastructure to multiple IT environments like the cloud, on-premise, mobile, bring your own device (BYOD) and the Internet of Things (IoT) continues to grow. As this hybrid infrastructure increases, the challenge to monitor the security of these systems increases in volume and complexity. In his session at 18th Cloud Expo, Stephen Coty, Chief Security Evangelist at Alert Logic, will show how properly configured and managed security architecture can...
May. 4, 2016 05:15 PM EDT Reads: 488
A critical component of any IoT project is the back-end systems that capture data from remote IoT devices and structure it in a way to answer useful questions. Traditional data warehouse and analytical systems are mature technologies that can be used to handle large data sets, but they are not well suited to many IoT-scale products and the need for real-time insights. At Fuze, we have developed a backend platform as part of our mobility-oriented cloud service that uses Big Data-based approache...
May. 4, 2016 03:30 PM EDT Reads: 716
SYS-CON Events announced today that Ericsson has been named “Gold Sponsor” of SYS-CON's @ThingsExpo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. Ericsson is a world leader in the rapidly changing environment of communications technology – providing equipment, software and services to enable transformation through mobility. Some 40 percent of global mobile traffic runs through networks we have supplied. More than 1 billion subscribers around the world re...
May. 4, 2016 01:45 PM EDT Reads: 1,366
SYS-CON Events announced today that Peak 10, Inc., a national IT infrastructure and cloud services provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Peak 10 provides reliable, tailored data center and network services, cloud and managed services. Its solutions are designed to scale and adapt to customers’ changing business needs, enabling them to lower costs, improve performance and focus inter...
May. 4, 2016 01:00 PM EDT Reads: 1,458
The IoTs will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm and share the must-have mindsets for removing complexity from the development proc...
May. 4, 2016 12:45 PM EDT Reads: 964
We're entering the post-smartphone era, where wearable gadgets from watches and fitness bands to glasses and health aids will power the next technological revolution. With mass adoption of wearable devices comes a new data ecosystem that must be protected. Wearables open new pathways that facilitate the tracking, sharing and storing of consumers’ personal health, location and daily activity data. Consumers have some idea of the data these devices capture, but most don’t realize how revealing and...
May. 4, 2016 12:45 PM EDT Reads: 701
trust and privacy in their ecosystem. Assurance and protection of device identity, secure data encryption and authentication are the key security challenges organizations are trying to address when integrating IoT devices. This holds true for IoT applications in a wide range of industries, for example, healthcare, consumer devices, and manufacturing. In his session at @ThingsExpo, Lancen LaChance, vice president of product management, IoT solutions at GlobalSign, will teach IoT developers how t...
May. 4, 2016 12:15 PM EDT Reads: 628
There is an ever-growing explosion of new devices that are connected to the Internet using “cloud” solutions. This rapid growth is creating a massive new demand for efficient access to data. And it’s not just about connecting to that data anymore. This new demand is bringing new issues and challenges and it is important for companies to scale for the coming growth. And with that scaling comes the need for greater security, gathering and data analysis, storage, connectivity and, of course, the...
May. 4, 2016 11:15 AM EDT Reads: 1,284
So, you bought into the current machine learning craze and went on to collect millions/billions of records from this promising new data source. Now, what do you do with them? Too often, the abundance of data quickly turns into an abundance of problems. How do you extract that "magic essence" from your data without falling into the common pitfalls? In her session at @ThingsExpo, Natalia Ponomareva, Software Engineer at Google, will provide tips on how to be successful in large scale machine lear...
May. 4, 2016 10:00 AM EDT Reads: 1,542
Digital payments using wearable devices such as smart watches, fitness trackers, and payment wristbands are an increasing area of focus for industry participants, and consumer acceptance from early trials and deployments has encouraged some of the biggest names in technology and banking to continue their push to drive growth in this nascent market. Wearable payment systems may utilize near field communication (NFC), radio frequency identification (RFID), or quick response (QR) codes and barcodes...
May. 4, 2016 08:15 AM EDT Reads: 1,030
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
May. 4, 2016 08:00 AM EDT Reads: 1,230
The IETF draft standard for M2M certificates is a security solution specifically designed for the demanding needs of IoT/M2M applications. In his session at @ThingsExpo, Brian Romansky, VP of Strategic Technology at TrustPoint Innovation, will explain how M2M certificates can efficiently enable confidentiality, integrity, and authenticity on highly constrained devices.
May. 4, 2016 08:00 AM EDT Reads: 1,308
You deployed your app with the Bluemix PaaS and it's gaining some serious traction, so it's time to make some tweaks. Did you design your application in a way that it can scale in the cloud? Were you even thinking about the cloud when you built the app? If not, chances are your app is going to break. Check out this webcast to learn various techniques for designing applications that will scale successfully in Bluemix, for the confidence you need to take your apps to the next level and beyond.
May. 3, 2016 12:15 PM EDT Reads: 1,634