AT&T, Comcast Complete Exchange Offer

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AT&T Corp. and Comcast Corp. moved a step closer toward closing their $54
billion merger, after the companies announced they have completed an exchange
and consent offer relating to about $11.8 billion in existing AT&T debt.

According to a press release, $8.5 billion of notes were tendered and about
$8.2 billion of notes were accepted in the exchange offer.

As part of this offer, the 66.66 percent note consent condition was met and
exceeded at about the 90 percent level, satisfying one of the last remaining
conditions to the closing of the merger.

The two parties are still awaiting approval of the merger from the Federal
Communications Commission, which is expected to come this week.

Upon closing, AT&T Comcast Corp., will be the largest MSO in the country,
with about 22 million subscribers.

In a statement, AT&T said it received tenders for $3.8 billion in
Broadband eligible notes, and due to prorationing, accepted $3.5 billion.

The notes accepted will be exchanged for notes, after the closing of the
merger, that will convert into new Broadband notes unconditionally guaranteed by
AT&T Comcast and certain of its subsidiaries.

AT&T and Comcast currently estimate that upon completion of the AT&T
Comcast transaction, approximately $3.5 billion of New Broadband notes will be
issued, consisting of $2.4 billion of 8.375 percent notes due March 15, 2013 and
$1.1 billion of 9.455 percent notes due November 15, 2022.

AT&T also received tenders for $4.7 billion of AT&T eligible notes
all of which were accepted.

The AT&T eligible notes accepted will be exchanged for new notes that
remain obligations of AT&T.

Credit Suisse First Boston, Deutsche Bank Securities, Goldman, Sachs &
Co., JP Morgan, Merrill Lynch & Co. and Morgan Stanley were the dealer
managers for the exchange offer.