AT&T Recommends Shareholders Reject Mini-Tender Offer from TRC Capital

Rhea-AI Summary

AT&T has issued a warning to shareholders regarding an unsolicited "mini-tender" offer from TRC Capital Investment Corporation. TRC is offering to purchase up to 4 million shares of AT&T common stock at $26.38 per share, with the offer set to expire on June 3, 2025. AT&T strongly recommends shareholders reject this offer, highlighting that the proposed price is below current market value. The company emphasizes that mini-tender offers, which target less than 5% of outstanding shares, allow companies to bypass many SEC disclosure requirements. AT&T advises shareholders to exercise caution, obtain current market quotes, and consult financial advisors before considering TRC's offer.

Positive

• None.

Negative

• TRC Capital's mini-tender offer price of $26.38 is below AT&T's current market trading price
• The mini-tender offer bypasses important SEC disclosure requirements
• TRC can extend the offer and delay payment beyond the scheduled expiration date

Insights

Corporate Finance Expert

AT&T warns shareholders about TRC's predatory mini-tender offer that's priced below market value with potential delayed payment terms.

AT&T has issued an important warning to shareholders regarding an unsolicited mini-tender offer from TRC Capital Investment Corporation. TRC is offering to purchase up to 4 million shares at $26.38 per share, a price that AT&T explicitly notes is below the current market trading price.

This mini-tender approach is deliberately structured to fall below the 5% regulatory threshold that would trigger SEC disclosure requirements and investor protections. TRC's strategy exemplifies a common predatory tactic in capital markets where firms target retail investors who may be less familiar with these mechanics.

AT&T's direct recommendation against this offer is noteworthy, as companies typically remain neutral on shareholder decisions. Their explicit warning about TRC's ability to extend the offer period and delay payment beyond the June 3 expiration date signals additional risk factors beyond just the below-market pricing.

The company's reference to SEC alerts on mini-tender offers further contextualizes this as a recognized pattern of potentially misleading financial tactics. AT&T has taken the additional protective step of requesting this warning be included with all TRC offer materials, demonstrating strong shareholder advocacy.

Shareholders who have already tendered shares still have withdrawal rights as described in the offering documents, providing an exit mechanism for those who may have responded without full information about the disadvantageous terms.

DALLAS, May 19, 2025 /PRNewswire/ -- AT&T Inc. ("AT&T") has learned that TRC Capital Investment Corporation ("TRC") has made an unsolicited "mini-tender" offer, dated May 5, 2025. TRC has offered to purchase up to 4 million shares of AT&T common stock at $26.38 per share. The offer expires on June 3, 2025, unless extended by TRC.

AT&T is in no way associated with TRC and recommends that shareholders reject this unsolicited offer.

AT&T cautions shareholders that the offer is being made at a price below the current trading price of AT&T common stock. AT&T also cautions shareholders that TRC can extend the offer and delay payment beyond the scheduled expiration date of June 3, 2025.

Mini-tender offers seek less than 5 percent of a company's outstanding shares. This lets the offering company avoid many disclosure and procedural requirements the U.S. Securities and Exchange Commission ("SEC") requires for tender offers.

The SEC has issued an alert on its website regarding mini-tender offers. This alert advises that mini-tender offers "have been increasingly used to catch investors off guard" and that investors "may end up selling their securities at below-market prices."

AT&T urges investors to obtain current market quotes for their shares of common stock, consult with their financial advisors and exercise caution with TRC's offer. Shareholders who already tendered their shares may withdraw them by providing the written notice described in the TRC offering documents before the expiration of the offer and at other times described in the offering.

AT&T requests that a copy of this news release be included with all distributions of materials related to TRC's offer for shares of AT&T common stock.

About AT&T
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SOURCE AT&T

FAQ

What is TRC Capital's mini-tender offer price for AT&T (T) stock?

TRC Capital is offering to purchase AT&T shares at $26.38 per share, which is below the current market trading price.

When does TRC Capital's mini-tender offer for AT&T (T) shares expire?

The offer is set to expire on June 3, 2025, unless extended by TRC Capital.

How many AT&T (T) shares is TRC Capital attempting to purchase?

TRC Capital is attempting to purchase up to 4 million shares of AT&T common stock.

What is AT&T's (T) recommendation regarding TRC Capital's mini-tender offer?

AT&T strongly recommends that shareholders reject TRC Capital's unsolicited mini-tender offer.

What are the risks of TRC Capital's mini-tender offer for AT&T (T) shareholders?

The risks include selling shares below market price, delayed payment potential, and fewer SEC protections as mini-tender offers avoid many disclosure requirements.