Welcome!

Cloud Expo Authors: Elizabeth White, Jason Bloomberg, Torben Andersen, Adine Deford, Sergio Varga

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.

@CloudExpo Stories
“We help people build clusters, in the classical sense of the cluster. We help people put a full stack on top of every single one of those machines. We do the full bare metal install," explained Greg Bruno, Vice President of Engineering and co-founder of StackIQ, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
AppZero has announced that its award-winning application migration software is now fully qualified within the Microsoft Azure Certified program. AppZero has undergone extensive technical evaluation with Microsoft Corp., earning its designation as Microsoft Azure Certified. As a result of AppZero's work with Microsoft, customers are able to easily find, purchase and deploy AppZero from the Azure Marketplace. With just a few clicks, users have an Azure-based solution for moving applications to the...
SYS-CON Events announced today Isomorphic Software, the global leader in high-end, web-based business applications, will exhibit at SYS-CON's DevOps Summit 2015 New York, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Isomorphic Software is the global leader in high-end, web-based business applications. We develop, market, and support the SmartClient & Smart GWT HTML5/Ajax platform, combining the productivity and performance of traditional desktop software ...
The cloud is becoming the de-facto way for enterprises to leverage common infrastructure while innovating and one of the biggest obstacles facing public cloud computing is security. In his session at 15th Cloud Expo, Jeff Aliber, a global marketing executive at Verizon, discussed how the best place for web security is in the cloud. Benefits include: Functions as the first layer of defense Easy operation –CNAME change Implement an integrated solution Best architecture for addressing network-l...
“In the past year we've seen a lot of stabilization of WebRTC. You can now use it in production with a far greater degree of certainty. A lot of the real developments in the past year have been in things like the data channel, which will enable a whole new type of application," explained Peter Dunkley, Technical Director at Acision, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
The BPM world is going through some evolution or changes where traditional business process management solutions really have nowhere to go in terms of development of the road map. In this demo at 15th Cloud Expo, Kyle Hansen, Director of Professional Services at AgilePoint, shows AgilePoint’s unique approach to dealing with this market circumstance by developing a rapid application composition or development framework.
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 (http://www.CloudComputingExpo.com...
"BSQUARE is in the business of selling software solutions for smart connected devices. It's obvious that IoT has moved from being a technology to being a fundamental part of business, and in the last 18 months people have said let's figure out how to do it and let's put some focus on it, " explained Dave Wagstaff, VP & Chief Architect, at BSQUARE Corporation, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
The move in recent years to cloud computing services and architectures has added significant pace to the application development and deployment environment. When enterprise IT can spin up large computing instances in just minutes, developers can also design and deploy in small time frames that were unimaginable a few years ago. The consequent move toward lean, agile, and fast development leads to the need for the development and operations sides to work very closely together. Thus, DevOps become...
"Our premise is Docker is not enough. That's not a bad thing - we actually love Docker. At ActiveState all our products are based on open source technology and Docker is an up-and-coming piece of open source technology," explained Bart Copeland, President & CEO of ActiveState Software, in this SYS-CON.tv interview at DevOps Summit at Cloud Expo®, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Verizon Enterprise Solutions is simplifying the cloud-purchasing experience for its clients, with the launch of Verizon Cloud Marketplace, a key foundational component of the company's robust ecosystem of enterprise-class technologies. The online storefront will initially feature pre-built cloud-based services from AppDynamics, Hitachi Data Systems, Juniper Networks, PfSense and Tervela. Available globally to enterprises using Verizon Cloud, Verizon Cloud Marketplace provides a one-stop shop fo...
SYS-CON Events announced today that Windstream, a leading provider of advanced network and cloud communications, has been named “Silver 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, NY. Windstream (Nasdaq: WIN), a FORTUNE 500 and S&P 500 company, is a leading provider of advanced network communications, including cloud computing and managed services, to businesses nationwide. The company also offers broadband, p...
The Internet of Things is not new. Historically, smart businesses have used its basic concept of leveraging data to drive better decision making and have capitalized on those insights to realize additional revenue opportunities. So, what has changed to make the Internet of Things one of the hottest topics in tech? In his session at @ThingsExpo, Chris Gray, Director, Embedded and Internet of Things, discussed the underlying factors that are driving the economics of intelligent systems. Discover ...

ARMONK, N.Y., Nov. 20, 2014 /PRNewswire/ --  IBM (NYSE: IBM) today announced that it is bringing a greater level of control, security and flexibility to cloud-based application development and delivery with a single-tenant version of Bluemix, IBM's

SYS-CON Events announced today that IDenticard 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. IDenticard™ is the security division of Brady Corp (NYSE: BRC), a $1.5 billion manufacturer of identification products. We have small-company values with the strength and stability of a major corporation. IDenticard offers local sales, support and service to our customers across the United States and Canada...
SYS-CON Events announced today that AIC, a leading provider of OEM/ODM server and storage solutions, 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. AIC is a leading provider of both standard OTS, off-the-shelf, and OEM/ODM server and storage solutions. With expert in-house design capabilities, validation, manufacturing and production, AIC's broad selection of products are highly flexible and are conf...
Leysin American School is an exclusive, private boarding school located in Leysin, Switzerland. Leysin selected an OpenStack-powered, private cloud as a service to manage multiple applications and provide development environments for students across the institution. Seeking to meet rigid data sovereignty and data integrity requirements while offering flexible, on-demand cloud resources to users, Leysin identified OpenStack as the clear choice to round out the school's cloud strategy. Additional...
DevOps Summit 2015 New York, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that it is now accepting Keynote Proposals. 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 for long development cycles that produce software that is obsolete...
“DevOps is really about the business. The business is under pressure today, competitively in the marketplace to respond to the expectations of the customer. The business is driving IT and the problem is that IT isn't responding fast enough," explained Mark Levy, Senior Product Marketing Manager at Serena Software, in this SYS-CON.tv interview at DevOps Summit, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Mobile commerce traffic is surpassing desktop, yet less than 20% of sales in the U.S. are mobile commerce sales. In his session at 15th Cloud Expo, Dan Franklin, Segment Manager, Commerce, at Verizon Digital Media Services, defined mobile devices and discussed how next generation means simplification. It means taking your digital content and turning it into instantly gratifying experiences.