Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 18 2017 - 6:04AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-209718
Final Term Sheet
May 17,
2017
CAD$1,350,000,000
AT&T Inc.
CAD$600,000,000
2.850% GLOBAL NOTES DUE 2024
CAD$750,000,000 4.850% GLOBAL NOTES DUE 2047
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ISSUER:
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AT&T Inc. (“AT&T”)
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TITLE OF SECURITIES:
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2.850% Global Notes due 2024 (the “2024 Notes”)
4.850% Global Notes due 2047 (the “2047 Notes”)
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TRADE DATE:
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May 17, 2017
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SETTLEMENT DATE:
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May 30, 2017
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MATURITY DATE:
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May 25, 2024 for the 2024 Notes
May 25, 2047
for the 2047 Notes
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AGGREGATE PRINCIPAL AMOUNT OFFERED:
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CAD$600,000,000 for the 2024 Notes
CAD$750,000,000 for the 2047 Notes
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PRICE TO PUBLIC (ISSUE PRICE):
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99.994% for the 2024 Notes
99.359% for the 2047
Notes
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PRICE TO AT&T:
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99.624% for the 2024 Notes
98.859% for the 2047
Notes
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NET PROCEEDS:
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CAD$597,744,000 for the 2024 Notes
CAD$741,442,500 for the 2047 Notes
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USE OF PROCEEDS:
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General corporate purposes.
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INTEREST RATE:
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2.850% per annum for the 2024 Notes
4.850% per
annum for the 2047 Notes
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INTEREST PAYMENT DATES:
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Semiannually on each May 25 and November 25, in equal installments, commencing on November 25, 2017 for the 2024 Notes and the 2047 Notes.
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DENOMINATIONS:
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Minimum of CAD$150,000 and integral multiples of CAD$1,000 thereafter
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BUSINESS DAY:
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A business day in The City of New York and Toronto
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OPTIONAL REDEMPTION:
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Each series of Notes may be redeemed at any time prior to the applicable Par Call Date (as set forth in the table below), 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 Notes of such series to be redeemed or (ii) a price equal to the price which, if the Notes being redeemed were to be issued at
such price on the date of redemption, would provide a yield thereon from the date of redemption to their Par Call Date equal to the Government of Canada Yield plus the applicable Make-Whole Spread (as set forth in the table below), calculated on the
third business day preceding the date of redemption of the Notes.
Each series of
Notes may be redeemed at any time on or after the applicable Par Call Date, in whole or from time in time in part, at a redemption price equal to 100% of the principal amount of such series of Notes to be redeemed. In each case, accrued but unpaid
interest will be payable to the redemption date.
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Series
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Par Call Date
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Make-Whole
Spread
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2024 Notes
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March 25, 2024
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42.5 bps
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2047 Notes
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November 25, 2046
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70 bps
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“Government of Canada Yield” means, on any
date, the bid-side yield to maturity on such date as determined from arithmetic average (rounded to three decimal places) of the yields quoted at 10:00 a.m. (Toronto time) by any two Canadian investment dealers selected by AT&T, assuming
semi-annual compounding and calculated in accordance with generally accepted financial practice, which a non-callable Government of Canada bond, trading at par, would carry if issued in Canadian dollars in Canada on the date fixed for redemption
with a maturity that most closely approximates the remaining term to the applicable Par Call Date.
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TAX CALL:
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Comparable to prior AT&T transactions.
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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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RATINGS:
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Moodys: Baa1 (Review for downgrade)
S&P:
BBB+ (CreditWatch Negative)
Fitch: A- (Negative Watch)
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JOINT BOOKRUNNERS:
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RBC Dominion Securities Inc. and TD Securities Inc.
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CUSIP NUMBER:
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00206RDW9 for the 2024 Notes
00206RDY5 for the
2047 Notes
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ISIN NUMBER:
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CA00206RDW93 for the 2024 Notes
CA00206RDY59
for the 2047 Notes
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REFERENCE DOCUMENT:
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Preliminary Prospectus Supplement, dated May 17, 2017;
Prospectus, dated February 25, 2016.
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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 RBC DOMINION
SECURITIES INC. AT 1-416-842-6311 OR TD SECURITIES INC. AT 1-416-982-5676.
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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