principal amount of 6.550% 2034 Original Notes and cash; (xv) 6.000% Notes due 2034 of BellSouth for $71,388,000 aggregate principal amount of 6.000% 2034 Original Notes and cash;
(xvi) 5.950% Debentures due January 15, 2038 of Ameritech for $8,040,000 aggregate principal amount of 2038 Original Notes and cash; (xvii) 5.850% Debentures due November 15, 2045 of BellSouth Telecommunications for $379,000
aggregate principal amount of 2045 Original Notes and cash; (xviii) 7.000% Debentures, due December 1, 2095 of BellSouth Telecommunications for $45,534,000 aggregate principal amount of 7.000% 2095 Original Notes and cash;
(xix) 6.650%
Zero-to-Full
Debentures, due December 15, 2095 of BellSouth Telecommunications for $32,050,000 aggregate principal amount of 6.650% 2095 Original
Notes and cash; (xx) 7.120% Debentures, due July 15, 2097 of BellSouth for $85,856,000 aggregate principal amount of 2097 Original Notes and cash (collectively, the OpCo Notes); (xxi) the OpCo Notes, 6.150% Global Notes due
2034 of AT&T, 6.450% Global Notes due 2034 of AT&T, 6.800% Notes due 2036 of AT&T, 6.500% Global Notes due 2037 of AT&T, 6.300% Global Notes due 2038 of AT&T, 6.400% Global Notes due 2038 of AT&T and 6.550% Global Notes due
2039 of AT&T for $1,750,725,000 aggregate principal amount of 2046 Original Notes and cash; (xxii) Floating Rate Global Notes due 2020 of AT&T, 2.450% Global Notes due 2020 of AT&T, 5.200% Global Notes due 2020 of AT&T, 5.200%
Senior Notes due 2020 of DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. (together, DIRECTV), 2.800% Global Notes due 2021 of AT&T, 3.875% Global Notes due 2021 of AT&T, 4.450% Global Notes due 2021 of AT&T, 4.600%
Global Notes due 2021 of AT&T, 4.600% Senior Notes due 2021 of DIRECTV, 5.000% Global Notes due 2021 of AT&T and 5.000% Senior Notes due 2021 of DIRECTV for $2,449,011,000 aggregate principal amount of 4.100% 2028 Original Notes and
(xxiii) Zero Coupon Senior Notes due 2022 of AT&T, 2.625% Global Notes due 2022 of AT&T, 3.000% Global Notes due 2022 (February) of AT&T, 3.000% Global Notes due 2022 (June) of AT&T, 3.800% Global Notes due 2022 of AT&T,
3.800% Senior Notes due 2022 of DIRECTV and 3.600% Global Notes due 2023 of AT&T for $3,156,272,000 aggregate principal amount of 4.300% 2030 Original Notes.
In connection with the previous exchange offers, we entered into two Registration Rights Agreements, with Barclays Capital Inc., Credit Suisse
Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Loop Capital
Markets LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Santander Investment Securities Inc., BBVA Securities Inc., Citigroup Global Markets Inc., Commerz Markets LLC, Morgan Stanley & Co. LLC, SG
Americas Securities, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, BNY Mellon Capital Markets, LLC, U.S. Bancorp Investments, Inc., Regions Securities LLC, Academy Securities, Inc., Apto Partners, LLC, Blaylock Van, LLC, C.L.
King & Associates, Inc., CastleOak Securities, L.P., Drexel Hamilton, LLC, MFR Securities, Inc., Mischler Financial Group, Inc., Samuel A. Ramirez & Company, Inc., Siebert Cisneros Shank & Co., L.L.C., and The Williams
Capital Group, L.P., whom we refer to collectively as the Dealer Managers. Under the Registration Rights Agreements, we agreed to file and to use our reasonable efforts to have declared effective the exchange offers registration
statement under the Securities Act and to consummate the Exchange Offers.
We are making the Exchange Offers in reliance on the position
of the SEC as set forth in
Exxon Capital Holdings Corporation
and similar
no-action
letters. However, we have not sought our own
no-action
letter. Based upon
these interpretations by the SEC, we believe that a holder of Exchange Notes who is not our affiliate within the meaning of Rule 405 of the Securities Act and who exchanges Original Notes for Exchange Notes in the Exchange Offers
generally may offer the Exchange Notes for resale, sell the Exchange Notes and otherwise transfer the Exchange Notes without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of
Section 10 of the Securities Act. This does not apply, however, to a holder who is our affiliate within the meaning of Rule 405 of the Securities Act. We also believe that a holder may offer, sell or transfer the Exchange Notes only
if the holder acknowledges that the holder is acquiring the Exchange Notes in the ordinary course of its business and is not participating, does not intend to participate and has no arrangement or understanding with any person to participate in a
distribution of the Exchange Notes.
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