Handout – AT&T- DirecTV Triangular Merger Problem Calculations of % Stock Issuance – Subparts (e), (f) and (g) – text pg. 123 Problem 2(e) – text pg. 123: 502,224,444 = # of outstanding DirecTV shares x 1.724 = exchange ratio/ “floor” on # of AT&T shares to be issued 865,834,941 = minimum # AT&T shares to be issued on effectiveness of merger 16.7% = 865,834,941 = minimum # of AT&T shares to be issued at closing 5,190,509,146 = # of outstanding shares of AT&T stock before closing 502,224,444 = # of outstanding DirecTV shares x 1.905 = exchange ratio/ “cap” on # of AT&T shares to be issued 956,737,566 = maximum # AT&T shares to be issued on effectiveness of merger 18.4% = 956,737,566 = maximum # of AT&T shares to be issued at closing 5,190,509,146 = # of outstanding shares of AT&T stock before closing Problem (2)(f) – text pg. 123: $66.50 ÷ $35.148/“Average Parent Stock Price” • Which equals 1.891999 AT&T shares – • Which is then rounded to 1.892 – to provide the Exchange Ratio Problem (2)(g) – text pg. 123: 1.892/Exchange Ratio multiplied by 502,224,444/# of outstanding DirecTV shares = • Which equals = 950,208,648 shares – which is the # of AT&T shares to be issued on effectiveness of merger