|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.
SYS-CON Events announced today that Hanu Software 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. Leveraging best-in-class people, processes, and technologies, Hanu provides high-quality, high-value software development and business process outsourcing services to independent software vendors (ISVs) and enterprises.
May. 31, 2016 12:00 PM EDT Reads: 1,495
As cloud and storage projections continue to rise, the number of organizations moving to the cloud is escalating and it is clear cloud storage is here to stay. However, is it secure? Data is the lifeblood for government entities, countries, cloud service providers and enterprises alike and losing or exposing that data can have disastrous results. There are new concepts for data storage on the horizon that will deliver secure solutions for storing and moving sensitive data around the world. ...
May. 31, 2016 12:00 PM EDT Reads: 1,493
Join us at Cloud Expo | @ThingsExpo 2016 – June 7-9 at the Javits Center in New York City and November 1-3 at the Santa Clara Convention Center in Santa Clara, CA – and deliver your unique message in a way that is striking and unforgettable by taking advantage of SYS-CON's unmatched high-impact, result-driven event / media packages.
May. 31, 2016 12:00 PM EDT Reads: 2,608
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, will provide an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life ...
May. 31, 2016 11:45 AM EDT Reads: 2,108
As organizations shift towards IT-as-a-service models, the need for managing and protecting data residing across physical, virtual, and now cloud environments grows with it. Commvault can ensure protection, access and E-Discovery of your data – whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise. In his general session at 18th Cloud Expo, Randy De Meno, Chief Technologist - Windows Products and Microsoft Part...
May. 31, 2016 11:45 AM EDT Reads: 886
SYS-CON Events announced today that IBM Cloud Data Services has been named “Bronze Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. IBM Cloud Data Services offers a portfolio of integrated, best-of-breed cloud data services for developers focused on mobile computing and analytics use cases.
May. 31, 2016 11:30 AM EDT Reads: 1,631
The cloud era has reached the stage where it is no longer a question of whether a company should migrate, but when. Enterprises have embraced the outsourcing of where their various applications are stored and who manages them, saving significant investment along the way. Plus, the cloud has become a defining competitive edge. Companies that fail to successfully adapt risk failure. The media, of course, continues to extol the virtues of the cloud, including how easy it is to get there. Migrating...
May. 31, 2016 11:30 AM EDT Reads: 830
SYS-CON Events announced today that Super Micro Computer, Inc., a global leader in Embedded and IoT solutions, 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. Supermicro (NASDAQ: SMCI), the leading innovator in high-performance, high-efficiency server technology, is a premier provider of advanced server Building Block Solutions® for Data Center, Cloud Computing, Enterprise IT, Hadoop/Big Data, HPC and ...
May. 31, 2016 11:15 AM EDT Reads: 903
Cloud computing delivers on-demand resources that provide businesses with flexibility and cost-savings. The challenge in moving workloads to the cloud has been the cost and complexity of ensuring the initial and ongoing security and regulatory (PCI, HIPAA, FFIEC) compliance across private and public clouds. Manual security compliance is slow, prone to human error, and represents over 50% of the cost of managing cloud applications. Determining how to automate cloud security compliance is critical...
May. 31, 2016 11:00 AM EDT Reads: 1,912
18th Cloud Expo, taking place June 7-9, 2016, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterprises are using some...
May. 31, 2016 11:00 AM EDT Reads: 3,266
@DevOpsSummit taking place June 7-9, 2016 at Javits Center, New York City, and Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 18th International @CloudExpo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world.
May. 31, 2016 10:45 AM EDT Reads: 3,085
SYS-CON Events announced today that MobiDev 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. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex software systems for startups and enterprises. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobile software company with over 200 develope...
May. 31, 2016 10:15 AM EDT Reads: 2,908
How will your company move to the cloud while ensuring a solid security posture? Organizations from small to large are increasingly adopting cloud solutions to deliver essential business services at a much lower cost. According to cyber security experts, the frequency and severity of cyber-attacks are on the rise, causing alarm to businesses and customers across a variety of industries. To defend against exploits like these, a company must adopt a comprehensive security defense strategy that is ...
May. 31, 2016 09:45 AM EDT Reads: 913
We’ve been doing it for years, decades for some. How many websites have you created accounts on? Your bank, your credit card companies, social media sites, hotels and travel sites, online shopping sites, and that’s just the start. We do it often without even thinking about it, quickly entering our personal information, our data, in a plethora of systems. Sometimes we’re not even aware of the information we are providing. It could be very personal information (think of the security questions you ...
May. 31, 2016 09:30 AM EDT Reads: 1,084
SoftLayer operates a global cloud infrastructure platform built for Internet scale. With a global footprint of data centers and network points of presence, SoftLayer provides infrastructure as a service to leading-edge customers ranging from Web startups to global enterprises. SoftLayer's modular architecture, full-featured API, and sophisticated automation provide unparalleled performance and control. Its flexible unified platform seamlessly spans physical and virtual devices linked via a world...
May. 31, 2016 09:00 AM EDT Reads: 2,440
SYS-CON Events announced today that BMC Software has been named "Siver Sponsor" of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2015 at the Javits Center in New York, New York. BMC is a global leader in innovative software solutions that help businesses transform into digital enterprises for the ultimate competitive advantage. BMC Digital Enterprise Management is a set of innovative IT solutions designed to make digital business fast, seamless, and optimized from mainframe to mo...
May. 31, 2016 08:45 AM EDT Reads: 2,421
SYS-CON Events announced today that Catchpoint Systems, Inc., a provider of innovative web and infrastructure monitoring solutions, has been named “Silver Sponsor” of SYS-CON's DevOps Summit at 18th Cloud Expo New York, which will take place June 7-9, 2016, at the Javits Center in New York City, NY. Catchpoint is a leading Digital Performance Analytics company that provides unparalleled insight into customer-critical services to help consistently deliver an amazing customer experience. Designed...
May. 31, 2016 08:15 AM EDT Reads: 2,140
"What we see what happens when you have a completely networked society and the potential to now drive the value creation and the collaboration and the ecosystems that are possible when you start to be able to connect people and industries together in ways that have never been possible before," explained Esmeralda Swartz, VP of Marketing Enterprise & Cloud at Ericsson, in this SYS-CON.tv interview at @ThingsExpo, held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA.
May. 31, 2016 08:15 AM EDT Reads: 1,839
Companies can harness IoT and predictive analytics to sustain business continuity; predict and manage site performance during emergencies; minimize expensive reactive maintenance; and forecast equipment and maintenance budgets and expenditures. Providing cost-effective, uninterrupted service is challenging, particularly for organizations with geographically dispersed operations.
May. 31, 2016 08:00 AM EDT Reads: 2,350
In today's enterprise, digital transformation represents organizational change even more so than technology change, as customer preferences and behavior drive end-to-end transformation across lines of business as well as IT. To capitalize on the ubiquitous disruption driving this transformation, companies must be able to innovate at an increasingly rapid pace. Traditional approaches for driving innovation are now woefully inadequate for keeping up with the breadth of disruption and change facin...
May. 31, 2016 07:45 AM EDT Reads: 1,727