Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 20 2014 - 5:02PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-187350
Final Term Sheet
November 20, 2014
€3,800,000,000
AT&T
Inc.
€1,500,000,000 FLOATING RATE GLOBAL NOTES DUE 2019
€1,500,000,000 1.450% GLOBAL NOTES DUE 2022
€800,000,000 2.600% GLOBAL NOTES DUE 2029
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| ISSUER: |
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AT&T Inc. (“AT&T”) |
| TITLE OF SECURITIES: |
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Floating Rate Global Notes due 2019 (the “2019 Notes”), 1.450% Global Notes due 2022 (the “2022 Notes”), and 2.600% Global Notes due 2029 (the “2029 Notes” and, together with the 2019 Notes and 2022
Notes, the “Notes”) |
| TRADE DATE: |
|
November 20, 2014 |
| SETTLEMENT DATE: |
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December 2, 2014 (T+7) |
| MATURITY DATE: |
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June 4, 2019 for the 2019 Notes June 1, 2022
for the 2022 Notes December 17, 2029 for the 2029 Notes |
AGGREGATE PRINCIPAL
AMOUNT OFFERED: |
|
2019 Notes: €1,500,000,000 2022 Notes:
€1,500,000,000 2029 Notes: €800,000,000 |
| REFERENCE EUR MIDSWAP: |
|
2022 Notes: Interpolated 7-yr and 8-yr Mid-Swaps
2029 Notes: Interpolated 15-yr and 16-yr Mid-Swaps |
| REFERENCE EUR MIDSWAP RATE: |
|
2022 Notes: 0.711% 2029 Notes:
1.414% |
REOFFER SPREAD TO EUR
MIDSWAP: |
|
2022 Notes: 78 bps 2029 Notes: 120
bps |
REFERENCE GOVERNMENT
SECURITY: |
|
2022 Notes: DBR 2.000% due January 2022 2029
Notes: DBR 4.750% due July 2028 |
REFERENCE GOVERNMENT
PRICE/RATE: |
|
2022 Notes: 111.260% / 0.392% 2029 Notes:
145.120% / 1.149% |
REOFFER SPREAD TO
GOVERNMENT SECURITY: |
|
2022 Notes: 109.9 bps 2029 Notes: 146.5
bps |
| PRICE TO PUBLIC (ISSUE PRICE): |
|
2019 Notes: 100.000% 2022 Notes: 99.714%
2029 Notes: 99.826% |
| REOFFER YIELD: |
|
2022 Notes: 1.491% 2029 Notes:
2.614% |
| FEES: |
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2019 Notes: 23 bps 2022 Notes: 30 bps
2029 Notes: 40 bps |
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| ALL-IN YIELD: |
|
2022 Notes: 1.534% 2029 Notes:
2.647% |
| PRICE TO AT&T: |
|
2019 Notes: 99.770% 2022 Notes: 99.414%
2029 Notes: 99.426% |
| NET PROCEEDS: |
|
2019 Notes: €1,496,550,000 2022 Notes:
€1,491,210,000 2029 Notes: €795,408,000 |
| USE OF PROCEEDS: |
|
General corporate purposes. |
UNDERWRITERS’
REIMBURSEMENT OF AT&T
INC.’S EXPENSES: |
|
Underwriters to reimburse $1,500,000 of AT&T’s expenses. |
| INTEREST RATE: |
|
2019 Notes: Applicable EURIBOR Rate (based on the three-month EURIBOR) plus 58 basis points
2022 Notes: 1.450% per annum 2029 Notes: 2.600% per
annum |
| INTEREST PAYMENT DATES: |
|
2019 Notes: Quarterly on each December 4, March 4, June 4 and September 4, commencing March 4, 2015; provided however, that if any such
interest payment date would fall on a day that is not a EURIBOR business day, other than the interest payment date that is also the date of maturity, that interest payment date will be postponed to the next succeeding EURIBOR business day, unless
the next succeeding EURIBOR business day is in the next succeeding calendar month, in which case such interest payment date shall be the immediately preceding EURIBOR business day; and provided further, that if the date of maturity is not a EURIBOR
business day, payment of principal and interest will be made on the next succeeding business day and no interest will accrue for the period from and after such date of maturity.
2022 Notes: Annually on June 1, commencing on June 1, 2015
2029 Notes: Annually on December 17, commencing on December 17, 2015 |
| DENOMINATIONS: |
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Minimum of €100,000 and integral multiples of €1,000 in excess thereof. |
| INDENTURE AND RANKING: |
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The Notes will be issued under an indenture, dated as of May 15, 2013, between AT&T and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes will be AT&T’s unsecured and unsubordinated obligations and
will rank pari passu with all other indebtedness issued under the indenture. |
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OPTIONAL REDEMPTION BY
AT&T: |
|
2019 Notes: None.
2022 Notes: At any time prior to March 1, 2022, in whole or from time to time in part, at a make-whole call equal to the greater of (i) 100% of the principal
amount of the 2022 Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the redemption date, on an annual basis (ACTUAL/ACTUAL (ICMA)), at a rate equal to the sum of
the Treasury Rate plus 20 basis points for the 2022 Notes. At any time on or after March 1, 2022, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2022 Notes to be redeemed.
2029 Notes: At any time prior to September 17, 2029, in whole or from time to time in
part, at a make-whole call equal to the greater of (i) 100% of the principal amount of the 2029 Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the redemption
date, on an annual basis (ACTUAL/ACTUAL (ICMA)), at a rate equal to the sum of the Treasury Rate plus 25 basis points for the 2029 Notes. At any time on or after September 17, 2029, in whole or in part, at a redemption price equal to 100% of the
principal amount of the 2029 Notes to be redeemed. Accrued and unpaid interest on the
Notes of each series will be payable to the redemption date. |
| TAX GROSS UP: |
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Comparable to prior AT&T transactions. |
| TAX CALL: |
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Comparable to prior AT&T transactions. |
| ISIN: |
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2019 Notes: XS1144084099 2022 Notes:
XS1144086110 2029 Notes: XS1144088165 |
| CUSIP: |
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2019 Notes: 04650N AC8 2022 Notes: 04650N
AD6 2029 Notes: 04650N AE4 |
| COMMON CODE: |
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2019 Notes: 114408409 2022 Notes: 114408611
2029 Notes: 114408816 |
| LISTING: |
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AT&T intends to apply to list the Notes on the New York Stock Exchange. |
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| FORM/CLEARING SYSTEMS: |
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Registered form only (not bearer). There will be a Global Note deposited with a common depositary for Euroclear and Clearstream for each issue. |
| STABILIZATION: |
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FCA |
| DAY COUNT FRACTION: |
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2019 Notes: ACTUAL/360, modified following, adjusted
2022 Notes: ACTUAL/ACTUAL (ICMA), following, unadjusted 2029
Notes: ACTUAL/ACTUAL (ICMA), following, unadjusted |
| RATINGS: |
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Moody’s: A3 (Review for Downgrade), S&P: A- (Negative Outlook), Fitch: A (Rating Watch Negative) |
| JOINT BOOKRUNNERS: |
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BNP Paribas Credit Suisse Securities (Europe)
Limited J.P. Morgan Securities plc Merrill Lynch
International |
| REFERENCE DOCUMENT: |
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Prospectus Supplement, dated November 20, 2014; Prospectus, dated March 18, 2013. |
THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS
COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE
DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING BNP PARIBAS AT
1-800-854-5674, CREDIT SUISSE SECURITIES (EUROPE) LIMITED AT 020-7888-4021, J.P. MORGAN SECURITIES PLC AT 44-20-7134-2468 OR MERRILL LYNCH INTERNATIONAL AT 1-800-294-1322 (TOLL FREE) OR EMAILING DG.PROSPECTUS_REQUESTS@BAML.COM.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES
WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. A SECURITIES RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE REVISED OR WITHDRAWN AT ANY TIME.
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