AT&T Inc., a worldwide leader in telecommunications services with a market capitalization of more than $220 billion, settled its private offers to exchange and accompanying offers to purchase for cash four series of U.S. dollar-denominated notes.
In the exchange offers, AT&T offered to exchange (the Exchange Offers) four series of its debt securities (the Old Notes) containing a special mandatory redemption (SMR) provision that will be triggered in the event the pending Time Warner acquisition does not close by April 22 for four new series of senior notes without an SMR provision (the Notes) and cash. Concurrently, AT&T offered to purchase the same four series of debt securities for cash. On the settlement date, AT&T accepted $3,892,567,000 aggregate principal amount of the Old Notes and issued $3,867,507,000 aggregate principal amount of the Notes. The Old Notes that were not exchanged or purchased for cash must be redeemed by AT&T at 101 percent of the principal amount of the Old Notes plus accrued but unpaid interest if the Time Warner acquisition does not close by April 22.
The Exchange Offers were conducted as private placements under section 4(a)(2) of the Securities Act of 1933, as amended, in the United States to qualified institutional buyers and under Regulation S to non-U.S. persons.
S&C represented four joint-lead dealer managers, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC. The S&C team was led by Patrick Brown, along with Sarah Wilson and Anel Loubser. Jeffrey Hochberg, Saul Brander and Andrew Motten advised the dealer managers on tax matters relating to the transactions and ERISA matters.