Click here to close now.

Welcome!

Cloud Expo Authors: Carmen Gonzalez, Blue Box Blog, Elizabeth White, Pat Romanski, Lori MacVittie

News Feed Item

ADDING and REPLACING AT&T Inc. Announces Offers to Exchange Seventeen Series of Notes for New Notes Due 2042 and 2045 and Cash, as Applicable

Add after last graph of release and before FORWARD-LOOKING STATEMENTS: About AT&T section and copyright language.

The corrected release reads:

AT&T INC. ANNOUNCES OFFERS TO EXCHANGE SEVENTEEN SERIES OF NOTES FOR NEW NOTES DUE 2042 AND 2045 AND CASH, AS APPLICABLE

AT&T Inc. (NYSE: T; and “AT&T”) today announced the commencement of 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  

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) 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 original 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 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.

     

In addition, holders whose Old Notes are accepted for purchase 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 Exchange Offers are being conducted upon the terms and subject to the conditions set forth in an offering memorandum, dated November 15, 2012, and the related letter of transmittal. The maximum aggregate principal amount of New 2042 Notes that will be issued is $3,500,000,000, 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 $4,000,000,000. In addition, the maximum aggregate principal amount of Pool 1 Notes that will be accepted for tender is $400,000,000 and the maximum aggregate principal amount of Pool 2 Notes that will be accepted for tender is $800,000,000. The Pool 1 Offer and the Pool 2 Offer will each be conducted pursuant to a modified “Dutch auction” process.

The Exchange Offers 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 (each, an “Eligible Holder”).

Each Exchange Offer is subject to certain conditions, including the condition that a minimum $500,000,000 in aggregate principal amount of the New 2042 Notes are issued and that a minimum $500,000,000 in aggregate principal amount of New 2045 Notes are issued in one or more Exchange Offers.

Eligible Holders of Old Notes who validly tender their Old Notes at or before 5:00 p.m. New York City time on November 29, 2012 and whose Old Notes are accepted for exchange, subject to any extension by AT&T, will also receive an early participation payment.

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].

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.

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.

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.

@CloudExpo Stories
The best mobile applications are augmented by dedicated servers, the Internet and Cloud services. Mobile developers should focus on one thing: writing the next socially disruptive viral app. Thanks to the cloud, they can focus on the overall solution, not the underlying plumbing. From iOS to Android and Windows, developers can leverage cloud services to create a common cross-platform backend to persist user settings, app data, broadcast notifications, run jobs, etc. This session provide...
The 5th International DevOps Summit, co-located with 17th International Cloud Expo – being held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA – 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...
Health care systems across the globe are under enormous strain, as facilities reach capacity and costs continue to rise. M2M and the Internet of Things have the potential to transform the industry through connected health solutions that can make care more efficient while reducing costs. In fact, Vodafone's annual M2M Barometer Report forecasts M2M applications rising to 57 percent in health care and life sciences by 2016. Lively is one of Vodafone's health care partners, whose solutions enable o...
Modern Systems announced completion of a successful project with its new Rapid Program Modernization (eavRPMa"c) software. The eavRPMa"c technology architecturally transforms legacy applications, enabling faster feature development and reducing time-to-market for critical software updates. Working with Modern Systems, the University of California at Santa Barbara (UCSB) leveraged eavRPMa"c to transform its Student Information System from Software AG's Natural syntax to a modern application lev...
Public Cloud IaaS started it's life in the developer and startup communities and has grown rapidly to a $20B+ industry, but it still pales in comparison to how much is spent worldwide on IT: $3.6 trillion. In fact, there are 8.6 million data centers worldwide, the reality is many small and medium sized business have server closets and colocation footprints filled with servers and storage gear. While on-premise environment virtualization may have peaked at 75%, the Public Cloud has lagged in ado...
Dave will share his insights on how Internet of Things for Enterprises are transforming and making more productive and efficient operations and maintenance (O&M) procedures in the cleantech industry and beyond. Speaker Bio: Dave Landa is chief operating officer of Cybozu Corp (kintone US). Based in the San Francisco Bay Area, Dave has been on the forefront of the Cloud revolution driving strategic business development on the executive teams of multiple leading Software as a Services (SaaS) ap...
SYS-CON Events announced today that Secure Infrastructure & Services will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY, and the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Secure Infrastructure & Services (SIAS) is a managed services provider of cloud computing solutions for the IBM Power Systems market. The company...
SYS-CON Events announced today that CenturyLink, Inc., a leader in the network services market, has been named “Platinum Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. CenturyLink is the third largest telecommunications company in the United States and is recognized as a leader in the network services market by technology industry analyst firms. The company is a global leader in cloud infrastructure and ...
Docker, Inc., has been included in the list of "Cool Vendors" in the April 21, 2015 report by Gartner, Inc, Cool Vendors in DevOps, 2015. In the report, Gartner notes, “As virtualization and cloud applications grow beyond being single images run on premise to being comprised of multiple tiers that can be run and scaled in a hybrid cloud, new approaches are needed to reduce complexity.” “Docker has gained great traction within the developer community for how efficient it makes the individual de...
SYS-CON Events announced today that B2Cloud, a provider of enterprise resource planning software, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. B2cloud develops the software you need. They have the ideal tools to help you work with your clients. B2Cloud’s main solutions include AGIS – ERP, CLOHC, AGIS – Invoice, and IZUM
From telemedicine to smart cars, digital homes and industrial monitoring, the explosive growth of IoT has created exciting new business opportunities for real time calls and messaging. In his session at @ThingsExpo, Ivelin Ivanov, CEO and Co-Founder of Telestax, shared some of the new revenue sources that IoT created for Restcomm – the open source telephony platform from Telestax. Ivelin Ivanov is a technology entrepreneur who founded Mobicents, an Open Source VoIP Platform, to help create, de...
ProfitBricks has launched its new DevOps Central and REST API, along with support for three multi-cloud libraries and a Python SDK. This, combined with its already existing SOAP API and its new RESTful API, moves ProfitBricks into a position to better serve the DevOps community and provide the ability to automate cloud infrastructure in a multi-cloud world. Following this momentum, ProfitBricks has also introduced several libraries that enable developers to use their favorite language to code ...
The IoT Bootcamp is coming to Cloud Expo | @ThingsExpo on June 9-10 at the Javits Center in New York. Instructor. Registration is now available at http://iotbootcamp.sys-con.com/ Instructor Janakiram MSV previously taught the famously successful Multi-Cloud Bootcamp at Cloud Expo | @ThingsExpo in November in Santa Clara. Now he is expanding the focus to Janakiram is the founder and CTO of Get Cloud Ready Consulting, a niche Cloud Migration and Cloud Operations firm that recently got acquir...
The 17th International Cloud Expo has announced that its Call for Papers is open. 17th International Cloud Expo, to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, APM, APIs, Microservices, Security, Big Data, Internet of Things, DevOps 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 bu...
Many of the well-known examples of DevOps success we read in blogs on the Internet paint an idyllic picture of DevOps productivity. A team was facing a stodgy, slow-moving operations department, teams weren’t delivering software on time. Those teams moved to DevOps, became proactive about infrastructure and deployment automation, and an overnight transition to productivity ensues. People are promoted, projects are successful, and developers and system administrators dance hand-in-hand in a final...
SYS-CON Media announced today that @ThingsExpo Blog launched with 7,788 original stories. @ThingsExpo Blog offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. @ThingsExpo Blog can be bookmarked. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago.
As Marc Andreessen says software is eating the world. Everything is rapidly moving toward being software-defined – from our phones and cars through our washing machines to the datacenter. However, there are larger challenges when implementing software defined on a larger scale - when building software defined infrastructure. In his session at 16th Cloud Expo, Boyan Ivanov, CEO of StorPool, will provide some practical insights on what, how and why when implementing "software-defined" in the dat...
SYS-CON Events announced today that robomq.io will exhibit at SYS-CON's @ThingsExpo, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. robomq.io is an interoperable and composable platform that connects any device to any application. It helps systems integrators and the solution providers build new and innovative products and service for industries requiring monitoring or intelligence from devices and sensors.
SYS-CON Events announced today that MangoApps will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY., and the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MangoApps provides private all-in-one social intranets allowing workers to securely collaborate from anywhere in the world and from any device. Social, mobile, and eas...
Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming 16th Cloud Expo at the Javits Center in New York June 9-11 will find fresh new content in a new track called PaaS | Containers & Microservices Containers are not being considered for the first time by the cloud community, but a current era of re-consideration has pushed them to the top of the cloud agenda. With the launch ...