| (4) | References to Historic TW refer to Historic TW Inc., the successor in interest to Time Warner Companies Inc. |
| (5) | BellSouth Telecommunications, LLC converted from BellSouth Telecommunications, Inc. |
| (6) | The 7 1/8% Debentures due March 15, 2026 and the 8.750% Senior Notes due November 15, 2031 (with an initial interest rate of 8.000%) are fully, unconditionally and irrevocably guaranteed by AT&T. |
| (7) | Pacific Bell Telephone Company was formerly known as Pacific Bell. |
| (8) | The 6.04% Debentures, due November 15, 2026, the 7 7/8% Debentures due 2030 and the 7.12% Debentures, due July 15, 2097, were originally issued by BellSouth Capital Funding Corporation, which subsequently merged with and into BellSouth Corporation, which subsequently converted to BellSouth, LLC. |
| (9) | New Cingular Wireless Services, Inc. was formerly known as AT&T Wireless Services, Inc. |
| (10) | The 6 7/8% Notes due 2031, the 6.550% Notes due 2034 and the 6.00% Notes due 2034 were originally issued by BellSouth Corporation, which subsequently converted to BellSouth, LLC. |
| (11) | AT&T Mobility LLC was formerly known as Cingular Wireless LLC. |
| * | Denotes a series of Notes for which the calculation of the applicable Total Consideration has been performed using the value of such Notes as determined at the applicable Price Determination Time (as set forth in the offer to purchase) as if the principal amount of such Notes had been due on the applicable par call date. |
| ** | Denotes a series of Notes, a portion of which is held in physical certificated form and is not held through The Depositary Trust Company. |
| + | Denotes a series of Notes with respect to which, as a result of a prior consent solicitation on this series, requisite consent was received and a supplemental indenture was executed, eliminating substantially all restrictive covenants and certain events of default and other provisions of the indenture governing this series. |
Holders will also receive accrued and unpaid interest on the Notes accepted for purchase from the last interest payment date for such Notes to, but not including, the date AT&T makes payment for such Notes (the “Accrued Coupon Payment”), which is anticipated to be December 19, 2019.
The offers will expire at 11:59 p.m., New York City time, on December 16, 2019. The withdrawal deadline will occur at 11:59 p.m., New York City time, on December 16, 2019.
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The offers are being made solely by the offer to purchase and the related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.
Neither the communication of this press release, the offer to purchase or any other offer materials relating to the offers is being made, and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, this press release, the offer to purchase and such documents and/or materials are not being distributed to, and must not be passed on to persons in the United Kingdom other than (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (b) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order.
December 16, 2019
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