|By Business Wire||
|November 15, 2012 09:23 PM EST||
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||
|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 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||
|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].
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.
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.
Compute virtualization has been transformational, yet security policy implementation and enforcement has lagged behind in agility and automation. There are a number of key considerations when implementing policy in private and hybrid clouds. In his session at 15th Cloud Expo, Holland Barry, VP of Technology at Catbird, will discuss the impact of this new paradigm and what organizations can do today to safely move to software-defined network and compute architectures, including: How normal ope...
Oct. 31, 2014 11:00 PM EDT Reads: 1,833
Can we look to the paradigm of cloud computing from a completely different perspective? In his General Session at 15th Cloud Expo, Gundars Kulups, Sales Director at DEAC, will discuss what we can learn from our dining habits when choosing a cloud solution. Gundars Kulups is Sales Director at DEAC, full service data center operator. An IT expert, he specializes in European countries and has worked in the IT industry since 1992. He graduated from Riga Technical University (RTU) in Latvia and com...
Oct. 31, 2014 10:00 PM EDT Reads: 1,038
SYS-CON Events announced today that SOA Software, an API management leader, will exhibit at SYS-CON's 15th International Cloud Expo®, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. SOA Software is a leading provider of API Management and SOA Governance products that equip business to deliver APIs and SOA together to drive their company to meet its business strategy quickly and effectively. SOA Software’s technology helps businesses to accel...
Oct. 31, 2014 07:15 PM EDT Reads: 2,128
As cloud gives an opportunity to businesses to buy services externally - how is cloud impacting your customers? In his General Session at 15th Cloud Expo, Fabio Gori, Director of Worldwide Cloud Marketing at Cisco, will provide answers to big questions: Do you see hybrid cloud as where the world is going? What benefits does it bring? And how does Cisco connect all of these clouds? He will also tell us everything about Intercloud and Cisco investment on it.
Oct. 31, 2014 07:00 PM EDT Reads: 1,166
SYS-CON Events announced today that TMCnet has been named “Media Sponsor” of SYS-CON's 15th International Cloud Expo®, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Technology Marketing Corporation (TMC) is the world's leading business to business and integrated marketing media company, servicing niche markets within the communications and technology industries.
Oct. 31, 2014 06:30 PM EDT Reads: 1,102
SYS-CON Events announced today that Aria Systems, the recurring revenue expert, has been named "Bronze Sponsor" of SYS-CON's 15th International Cloud Expo®, which will take place on November 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Aria Systems helps leading businesses connect their customers with the products and services they love. Industry leaders like Pitney Bowes, Experian, AAA NCNU, VMware, HootSuite and many others choose Aria to power their recurring revenue bu...
Oct. 31, 2014 06:30 PM EDT Reads: 2,202
SYS-CON Events announced today that Parasoft will exhibit at SYS-CON's 15th International Cloud Expo®, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. For 27 years, Parasoft has researched and developed software solutions that help organizations deliver defect-free software efficiently. By integrating Development Testing, API/cloud/SOA/composite app testing, and service virtualization, we reduce the time, effort, and cost of delivering secur...
Oct. 31, 2014 05:00 PM EDT Reads: 1,227
The Internet of Things (IoT) promises to evolve the way the world does business; however, understanding how to apply it to your company can be a mystery. Most people struggle with understanding the potential business uses or tend to get caught up in the technology, resulting in solutions that fail to meet even minimum business goals. In his session at Internet of @ThingsExpo, Jesse Shiah, CEO / President / Co-Founder of AgilePoint Inc., will show what is needed to leverage the IoT to transform...
Oct. 31, 2014 04:00 PM EDT Reads: 1,661
SYS-CON Events announced today that Utimaco will exhibit at SYS-CON's 15th International Cloud Expo®, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Utimaco is a leading manufacturer of hardware based security solutions that provide the root of trust to keep cryptographic keys safe, secure critical digital infrastructures and protect high value data assets. Only Utimaco delivers a general-purpose hardware security module (HSM) as a customiz...
Oct. 31, 2014 03:00 PM EDT Reads: 1,982
One of the biggest challenges when developing connected devices is identifying user value and delivering it through successful user experiences. In his session at Internet of @ThingsExpo, Mike Kuniavsky, Principal Scientist, Innovation Services at PARC, will describe an IoT-specific approach to user experience design that combines approaches from interaction design, industrial design and service design to create experiences that go beyond simple connected gadgets to create lasting, multi-devic...
Oct. 31, 2014 02:00 PM EDT Reads: 1,852
Until recently, many organizations required specialized departments to perform mapping and geospatial analysis, and they used Esri on-premise solutions for that work. In his session at 15th Cloud Expo, Dave Peters, author of the Esri Press book Building a GIS, System Architecture Design Strategies for Managers, will discuss how Esri has successfully included the cloud as a fully integrated SaaS expansion of the ArcGIS mapping platform. Organizations that have incorporated Esri cloud-based appl...
Oct. 31, 2014 01:30 PM EDT Reads: 2,196
Once the decision has been made to move part or all of a workload to the cloud, a methodology for selecting that workload needs to be established. How do you move to the cloud? What does the discovery, assessment and planning look like? What workloads make sense? Which cloud model makes sense for each workload? What are the considerations for how to select the right cloud model? And how does that fit in with the overall IT tranformation? In his session at 15th Cloud Expo, John Hatem, head of V...
Oct. 31, 2014 01:00 PM EDT Reads: 1,926
Dyn solutions are at the core of Internet Performance. Through traffic management, message management and performance assurance, Dyn is connecting people through the Internet and ensuring information gets where it needs to go, faster and more reliably than ever before. Founded in 2001 at WPI, Dyn’s global presence services more than four million enterprise, small business and personal customers.
Oct. 31, 2014 01:00 PM EDT Reads: 2,032
IBM and Tencent Cloud signed a business cooperation memorandum to collaborate on providing public cloud with Software-as-a-Service solutions for industries. Both parties agreed to focus on emerging small and medium enterprises in the smarter cities and smarter healthcare industries as well as other fields. This will enable these industries to utilize mobile, cloud computing and big data tools to transform internal processes and operations, thus achieving cloud transformation in the era of mobili...
Oct. 31, 2014 11:58 AM EDT Reads: 871
SimpleECM is the only platform to offer a powerful combination of enterprise content management (ECM) services, capture solutions, and third-party business services providing simplified integrations and workflow development for solution providers. SimpleECM is opening the market to businesses of all sizes by reinventing the delivery of ECM services. Our APIs make the development of ECM services simple with the use of familiar technologies for a frictionless integration directly into web applicat...
Oct. 31, 2014 11:00 AM EDT Reads: 2,011
European data center operator DEAC is the largest in the Baltics. The activities are orientated to provide data center services and IT outsourcing on Eurasia and America scale in order to create the primary or backup or additional data center for customer in the EU, to protect its business and, most importantly, reduce costs up to 40% within 3-5 years. DEAC is an IT outsourcing services and solutions company whose highly experienced and qualified employees offer various groups of services and...
Oct. 31, 2014 09:45 AM EDT Reads: 2,306
The Internet of Things will greatly expand the opportunities for data collection and new business models driven off of that data. In her session at Internet of @ThingsExpo, Esmeralda Swartz, CMO of MetraTech, will discuss how for this to be effective you not only need to have infrastructure and operational models capable of utilizing this new phenomenon, but increasingly service providers will need to convince a skeptical public to participate. Get ready to show them the money! Speaker Bio: ...
Oct. 31, 2014 09:00 AM EDT Reads: 2,355
Samsung VP Jacopo Lenzi, who headed the company's recent SmartThings acquisition under the auspices of Samsung's Open Innovaction Center (OIC), answered a few questions we had about the deal. This interview was in conjunction with our interview with SmartThings CEO Alex Hawkinson. IoT Journal: SmartThings was developed in an open, standards-agnostic platform, and will now be part of Samsung's Open Innovation Center. Can you elaborate on your commitment to keep the platform open? Jacopo Lenzi: S...
Oct. 31, 2014 09:00 AM EDT Reads: 3,404
The major cloud platforms defy a simple, side-by-side analysis. Each of the major IaaS public-cloud platforms offers their own unique strengths and functionality. Options for on-site private cloud are diverse as well, and must be designed and deployed while taking existing legacy architecture and infrastructure into account. Then the reality is that most enterprises are embarking on a hybrid cloud strategy and programs. In this Power Panel at 15th Cloud Expo, moderated by Ashar Baig, Research ...
Oct. 31, 2014 09:00 AM EDT Reads: 1,440
Things are being built upon cloud foundations to transform organizations. This CEO Power Panel at 15th Cloud Expo, moderated by Roger Strukhoff, Cloud Expo and @ThingsExpo conference chair, will address the big issues involving these technologies and, more important, the results they will achieve. How important are public, private, and hybrid cloud to the enterprise? How does one define Big Data? And how is the IoT tying all this together?
Oct. 31, 2014 08:45 AM EDT Reads: 2,027