Welcome!

Cloud Expo Authors: Elizabeth White, Ali Hussain, Pat Romanski, Jerry Melnick, Liz McMillan

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 ATT@dfking.com.

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.

Cloud Expo Breaking News
Cloud backup and recovery services are critical to safeguarding an organization’s data and ensuring business continuity when technical failures and outages occur. With so many choices, how do you find the right provider for your specific needs? In his session at 14th Cloud Expo, Daniel Jacobson, Technology Manager at BUMI, will outline the key factors including backup configurations, proactive monitoring, data restoration, disaster recovery drills, security, compliance and data center resources. Aside from the technical considerations, the secret sauce in identifying the best vendor is the level of focus, expertise and specialization of their engineering team and support group, and how they monitor your day-to-day backups, provide recommendations, and guide you through restores when necessary.
Web conferencing in a public cloud has the same risks as any other cloud service. If you have ever had concerns over the types of data being shared in your employees’ web conferences, such as IP, financials or customer data, then it’s time to look at web conferencing in a private cloud. In her session at 14th Cloud Expo, Courtney Behrens, Senior Marketing Manager at Brother International, will discuss how issues that had previously been out of your control, like performance, advanced administration and compliance, can now be put back behind your firewall.
Cloud scalability and performance should be at the heart of every successful Internet venture. The infrastructure needs to be resilient, flexible, and fast – it’s best not to get caught thinking about architecture until the middle of an emergency, when it's too late. In his interactive, no-holds-barred session at 14th Cloud Expo, Phil Jackson, Development Community Advocate for SoftLayer, will dive into how to design and build-out the right cloud infrastructure.
The revolution that happened in the server universe over the past 15 years has resulted in an eco-system that is more open, more democratically innovative and produced better results in technically challenging dimensions like scale. The underpinnings of the revolution were common hardware, standards based APIs (ex. POSIX) and a strict adherence to layering and isolation between applications, daemons and kernel drivers/modules which allowed multiple types of development happen in parallel without hindering others. Put simply, today's server model is built on a consistent x86 platform with few surprises in its core components. A kernel abstracts away the platform, so that applications and daemons are decoupled from the hardware. In contrast, networking equipment is still stuck in the mainframe era. Today, networking equipment is a single appliance, including hardware, OS, applications and user interface come as a monolithic entity from a single vendor. Switching between different vendor'...
More and more enterprises today are doing business by opening up their data and applications through APIs. Though forward-thinking and strategic, exposing APIs also increases the surface area for potential attack by hackers. To benefit from APIs while staying secure, enterprises and security architects need to continue to develop a deep understanding about API security and how it differs from traditional web application security or mobile application security. In his session at 14th Cloud Expo, Sachin Agarwal, VP of Product Marketing and Strategy at SOA Software, will walk you through the various aspects of how an API could be potentially exploited. He will discuss the necessary best practices to secure your data and enterprise applications while continue continuing to support your business’s digital initiatives.
You use an agile process; your goal is to make your organization more agile. What about your data infrastructure? The truth is, today’s databases are anything but agile – they are effectively static repositories that are cumbersome to work with, difficult to change, and cannot keep pace with application demands. Performance suffers as a result, and it takes far longer than it should to deliver on new features and capabilities needed to make your organization competitive. As your application and business needs change, data repositories and structures get outmoded rapidly, resulting in increased work for application developers and slow performance for end users. Further, as data sizes grow into the Big Data realm, this problem is exacerbated and becomes even more difficult to address. A seemingly simple schema change can take hours (or more) to perform, and as requirements evolve the disconnect between existing data structures and actual needs diverge.
SYS-CON Events announced today that SherWeb, a long-time leading provider of cloud services and Microsoft's 2013 World Hosting Partner of the Year, will exhibit at SYS-CON's 14th International Cloud Expo®, which will take place on June 10–12, 2014, at the Javits Center in New York City, New York. A worldwide hosted services leader ranking in the prestigious North American Deloitte Technology Fast 500TM, and Microsoft's 2013 World Hosting Partner of the Year, SherWeb provides competitive cloud solutions to businesses and partners around the world. Founded in 1998, SherWeb is a privately owned company headquartered in Quebec, Canada. Its service portfolio includes Microsoft Exchange, SharePoint, Lync, Dynamics CRM and more.
The world of cloud and application development is not just for the hardened developer these days. In their session at 14th Cloud Expo, Phil Jackson, Development Community Advocate for SoftLayer, and Harold Hannon, Sr. Software Architect at SoftLayer, will pull back the curtain of the architecture of a fun demo application purpose-built for the cloud. They will focus on demonstrating how they leveraged compute, storage, messaging, and other cloud elements hosted at SoftLayer to lower the effort and difficulty of putting together a useful application. This will be an active demonstration and review of simple command-line tools and resources, so don’t be afraid if you are not a seasoned developer.
SYS-CON Events announced today that BUMI, a premium managed service provider specializing in data backup and recovery, will exhibit at SYS-CON's 14th International Cloud Expo®, which will take place on June 10–12, 2014, at the Javits Center in New York City, New York. Manhattan-based BUMI (Backup My Info!) is a premium managed service provider specializing in data backup and recovery. Founded in 2002, the company’s Here, There and Everywhere data backup and recovery solutions are utilized by more than 500 businesses. BUMI clients include professional service organizations such as banking, financial, insurance, accounting, hedge funds and law firms. The company is known for its relentless passion for customer service and support, and has won numerous awards, including Customer Service Provider of the Year and 10 Best Companies to Work For.
Chief Security Officers (CSO), CIOs and IT Directors are all concerned with providing a secure environment from which their business can innovate and customers can safely consume without the fear of Distributed Denial of Service attacks. To be successful in today's hyper-connected world, the enterprise needs to leverage the capabilities of the web and be ready to innovate without fear of DDoS attacks, concerns about application security and other threats. Organizations face great risk from increasingly frequent and sophisticated attempts to render web properties unavailable, and steal intellectual property or personally identifiable information. Layered security best practices extend security beyond the data center, delivering DDoS protection and maintaining site performance in the face of fast-changing threats.
From data center to cloud to the network. In his session at 3rd SDDC Expo, Raul Martynek, CEO of Net Access, will identify the challenges facing both data center providers and enterprise IT as they relate to cross-platform automation. He will then provide insight into designing, building, securing and managing the technology as an integrated service offering. Topics covered include: High-density data center design Network (and SDN) integration and automation Cloud (and hosting) infrastructure considerations Monitoring and security Management approaches Self-service and automation
In his session at 14th Cloud Expo, David Holmes, Vice President at OutSystems, will demonstrate the immense power that lives at the intersection of mobile apps and cloud application platforms. Attendees will participate in a live demonstration – an enterprise mobile app will be built and changed before their eyes – on their own devices. David Holmes brings over 20 years of high-tech marketing leadership to OutSystems. Prior to joining OutSystems, he was VP of Global Marketing for Damballa, a leading provider of network security solutions. Previously, he was SVP of Global Marketing for Jacada where his branding and positioning expertise helped drive the company from start-up days to a $55 million initial public offering on Nasdaq.
Performance is the intersection of power, agility, control, and choice. If you value performance, and more specifically consistent performance, you need to look beyond simple virtualized compute. Many factors need to be considered to create a truly performant environment. In his General Session at 14th Cloud Expo, Marc Jones, Vice President of Product Innovation for SoftLayer, will explain how to take advantage of a multitude of compute options and platform features to make cloud the cornerstone of your online presence.
Are you interested in accelerating innovation, simplifying deployments, reducing complexity, and lowering development costs? The cloud is changing the face of application development and deployment, with enterprise-grade infrastructure and platform services making it possible for you to build and rapidly scale enterprise applications. In his session at 14th Cloud Expo, Gene Eun, Sr. Director, Oracle Cloud at Oracle, will discuss the latest solutions and strategies for application developers and enterprise IT organizations to leverage Infrastructure as a Service (IaaS) and Platform as a Service (PaaS) to build and deploy modern business applications in the cloud.
Hybrid cloud refers to the federation of a public and private cloud environment for the purpose of extending the elastic and flexibility of compute, storage and network capabilities, in an on-demand, pay-as-you go basis. The hybrid approach allows a business to take advantage of the scalability and cost-effectiveness that a public cloud computing environment offers without exposing mission-critical applications and data to third-party vulnerabilities. Hybrid cloud environments involve complex management challenges. First, organizations struggle to maintain control over the resources that lie outside of their managed IT scope. They also need greater infrastructure visibility to help reduce maintenance costs and ensure that their company data and resources are properly handled and secured.