Only holders of notes submitted in the Capped Tender Offers who validly tender their notes at or before 5:00 p.m., New York City time, on the early tender deadline of August 7, 2020, subject to any extension by AT&T, who do not validly withdraw their tenders and whose notes are accepted for purchase, will receive the applicable early tender premium set forth in the table above.
Holders of notes submitted in the Capped Tender Offers that are tendered following the early tender deadline, but at or prior to the expiration date for the Capped Tender Offers, subject to the tender in the applicable minimum denominations, and accepted for purchase will receive the applicable capped tender consideration. The applicable capped tender consideration will equal the applicable total consideration for notes tendered in the Capped Tender Offers minus the applicable early tender premium.
The Capped Tender Offers will expire at 11:59 p.m., New York City time, on August 21, 2020 unless extended or earlier terminated by AT&T. Tenders of notes submitted in the Capped Tender Offers may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on August 7, 2020, subject to any extension by AT&T, but thereafter will be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by AT&T).
The early settlement date with respect to notes submitted in the Capped Tender Offers that are validly tendered and not properly withdrawn at or prior to the early tender deadline, will be promptly following the early tender deadline and is expected to be August 12, 2020. The final settlement date with respect to notes submitted in the Capped Tender Offers that are validly tendered following the early tender deadline, but at or prior to the expiration date for the Capped Tender Offers, will be promptly following such expiration date and is expected to be August 26, 2020 (assuming the Maximum Tender Amounts of such notes are not purchased on the early settlement date).
TERMS OF THE CAPPED TENDER OFFERS
AT&T’s obligation to accept for payment and to pay for the notes validly tendered in the tender offers is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase, including the completion of, and receipt of adequate gross proceeds from, AT&T’s concurrent registered public offering of senior notes, which AT&T announced on July 27, 2020. AT&T reserves the right, subject to applicable law, to: (i) waive any and all conditions to the tender offers; (ii) extend or terminate any or all of the tender offers; (iii) increase or decrease any or all of the Maximum Tender Amounts; or (iv) otherwise amend the tender offers in any respect.
Payments for notes that are accepted for purchase will include accrued and unpaid interest to, but not including, the applicable settlement date for such notes. Interest will cease to accrue on the applicable settlement date for such notes accepted for purchase. No further interest will be paid to the holders who tender such notes, including if a record date for an interest payment on such notes has passed before the applicable settlement date.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold any of the Capped Tender Offer notes listed above as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or, where revocation is permitted, timely revoke their instruction to participate in the Capped Tender Offers. The deadlines set by each clearing system for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The tender offers described herein were made solely by the Offer to Purchase and any related notice of guaranteed delivery and only to such persons and in such jurisdictions as is permitted under applicable law.
