Coupon Total Consideration”) for each $1,000 principal amount of such Notes in cash on the Higher Coupon Settlement Date. In addition to the Higher Coupon Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the Accrued Coupon Payment, representing accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Higher Coupon Settlement Date. Interest will cease to accrue on the Higher Coupon Settlement Date for all Notes accepted in the Higher Coupon Offers.
DISCOUNT OFFERS
The table below sets forth the applicable Reference Yields and Total Consideration for each series of the Notes listed below, as calculated at 11:00 a.m., New York City time, today, May 20, 2022, in accordance with the Offer to Purchase for the Discount Offers.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Acceptance Priority Level(1) | | Title of Notes | | Issuer | | Principal Amount Outstanding (in millions) | | | CUSIP Number | | Par Call Date(2) | | Maturity Date | | Reference U.S. Treasury Security(3) | | Reference Yield | | | Bloomberg Reference Page(3) | | Fixed Spread (Basis Points) | | Total Consideration(3) | |
1 | | 3.500% Global Notes due 2061 | | AT&T Inc. | | $ | 1,500 | | | 00206RKF8 | | August 1, 2060 | | February 1, 2061 | | 2.250% due 02/15/2052 | | | 3.046 | % | | PX1 | | 177 | | $ | 770.06 | |
2 | | 3.300% Global Notes due 2052 | | AT&T Inc. | | $ | 2,250 | | | 00206RKE1 | | August 1, 2051 | | February 1, 2052 | | 2.250% due 02/15/2052 | | | 3.046 | % | | PX1 | | 165 | | $ | 777.64 | |
3 | | 3.100% Global Notes due 2043 | | AT&T Inc. | | $ | 2,500 | | | 00206RKD3 | | August 1, 2042 | | February 1, 2043 | | 2.375% due 02/15/2042 | | | 3.225 | % | | PX1 | | 145 | | $ | 792.61 | |
4 | | 3.850% Global Notes due 2060 | | AT&T Inc. | | $ | 1,500 | | | 00206RKB7 | | December 1, 2059 | | June 1, 2060 | | 2.250% due 02/15/2052 | | | 3.046 | % | | PX1 | | 182 | | $ | 824.77 | |
5 | | 3.650% Global Notes due 2051 | | AT&T Inc. | | $ | 3,000 | | | 00206RKA9 | | December 1, 2050 | | June 1, 2051 | | 2.250% due 02/15/2052 | | | 3.046 | % | | PX1 | | 165 | | $ | 835.18 | |
6 | | 3.500% Global Notes due 2041 | | AT&T Inc. | | $ | 2,500 | | | 00206RJZ6 | | December 1, 2040 | | June 1, 2041 | | 2.375% due 02/15/2042 | | | 3.225 | % | | PX1 | | 150 | | $ | 847.42 | |
7 | | 2.250% Global Notes due 2032 | | AT&T Inc. | | $ | 2,500 | | | 00206RKH4 | | November 1, 2031 | | February 1, 2032 | | 2.875% due 05/15/2032 | | | 2.819 | % | | PX1 | | 130 | | $ | 852.00 | |
8 | | 1.650% Global Notes due 2028 | | AT&T Inc. | | $ | 2,250 | | | 00206RKG6 | | December 1, 2027 | | February 1, 2028 | | 2.750% due 04/30/2027 | | | 2.827 | % | | PX1 | | 105 | | $ | 887.41 | |
9 | | 2.300% Global Notes due 2027 | | AT&T Inc. | | $ | 2,500 | | | 00206RJX1 | | April 1, 2027 | | June 1, 2027 | | 2.750% due 04/30/2027 | | | 2.827 | % | | PX1 | | 95 | | $ | 933.10 | |
(1) | Subject to the satisfaction or waiver of the conditions of the Offers described in the applicable Offer to Purchase, if the Maximum Purchase Condition (as defined therein) is not satisfied with respect to every series of Notes, we will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in the table above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 9 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase. |
(2) | For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable Total Consideration (as defined in the applicable Offer to Purchase) will be performed taking into account such par call date. See Annex A-1 to the applicable Offer to Purchase for an overview of the calculation of the Total Consideration (including the par call detail) with respect to the Notes. |
(3) | Per $1,000 principal amount of Notes validly tendered, and not validly withdrawn, and accepted for purchase, at or prior to the expiration date for the tender offers; excludes the accrued coupon payment (as set forth in the applicable Offer to Purchase) and assumes a settlement date of May 26, 2022 for such series of Notes. |
The Discount Offers are scheduled to expire on the “Discount Expiration Date,” which is 5:00 p.m., New York City time, today, May 20, 2022, unless extended or earlier terminated. Holders of Notes described in the table above may withdraw their validly tendered Notes any time at or prior to 5:00 p.m., New York City time, today, May 20, 2022, unless extended by AT&T. In order to receive the Discount Total Consideration, Holders of Notes must tender and not withdraw their Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, at or prior to the Discount Expiration Date.
For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Discount Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date and is expected to be 5:00 p.m. (New York City time) on May 24, 2022.
Page 6