On December 1, 2017, AT&T Inc. (
AT&T
) completed its
previously announced debt exchange offers (the
Exchange Offers
) to exchange (i) the 5.000% Global Notes due 2021 of AT&T (the
AT&T 5.000% 2021 Notes
); (ii) the 5.000% Senior Notes due 2021 of
DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. (together,
DIRECTV
) (the
DIRECTV 5.000% 2021 Notes
); (iii) the 4.600% Global Notes due 2021 of AT&T (the
AT&T 4.600% 2021
Notes
); (iv) 4.600% Senior Notes due 2021 of DIRECTV (the
DIRECTV 4.600% 2021 Notes
); (v) 4.450% Global Notes due 2021 of AT&T (the
AT&T 4.450% 2021 Notes
); (vi) the 3.875%
Global Notes due 2021 of AT&T (the
AT&T 3.875% 2021 Notes
); (vii) the 5.200% Global Notes due 2020 of AT&T (the
AT&T 5.200% 2020 Notes
); (viii) the 5.200% Senior Notes due 2020 of
DIRECTV (the
DIRECTV 5.200% 2020 Notes
); (ix) the 2.800% Global Notes due 2021 of AT&T (the
AT&T 2.800% 2021 Notes
); (x) the 2.450% Global Notes due 2020 of AT&T (the
AT&T
2.450% 2020 Notes
); (xi) the Floating Rate Global Notes due 2020 of AT&T (the
AT&T Floating Rate Notes
and, together with the AT&T 5.000% 2021 Notes, the DIRECTV 5.000% 2021 Notes, the AT&T 4.600%
2021 Notes, the DIRECTV 4.600% 2021 Notes, the AT&T 4.450% 2021 Notes, the AT&T 3.875% 2021 Notes, the AT&T 5.200% 2020 Notes, the DIRECTV 5.200% 2020 Notes, the AT&T 2.800% 2021 Notes, the AT&T 2.450% 2020 Notes, the
Pool 1 Notes
); (xii) the Zero Coupon Senior Notes due 2022 of AT&T (the
AT&T Zero Coupon 2022 Notes
); (xiii) the 3.800% Global Notes due 2022 of AT&T (the
AT&T 3.800% 2022
Notes
); (xiv) 3.800% Senior Notes due 2022 of DIRECTV (the
DIRECTV 3.800% 2022 Notes
); (xv) the 3.600% Global Notes due 2023 of AT&T (the
AT&T 3.600% 2023 Notes
); (xvi) the
3.000% Global Notes due 2022 (February) of AT&T (the
AT&T 3.000% Feb 2022 Notes
); the (xvii) the 3.000% Global Notes due 2022 (June) of AT&T (the
AT&T 3.000% June 2022 Notes
) and
(xviii) the 2.625% Global Notes due 2022 of AT&T (the
AT&T 2.625% 2022 Notes
and, together with the AT&T Zero Coupon 2022 Notes, the AT&T 3.800% 2022 Notes, the DIRECT 3.800% 2022 Notes, the AT&T 3.600%
2023 Notes, the AT&T 3.000% Feb 2022 Notes and the AT&T 3.000% June 2022 Notes, the
Pool 2 Notes
) for two new series of AT&Ts senior notes (as described below).
Pursuant to the Exchange Offers, the aggregate principal amounts of the Pool 1 Notes and the Pool 2 Notes set forth below were validly tendered and accepted
and subsequently cancelled:
|
(i)
|
$310,428,000 aggregate principal amount of AT&T 5.000% 2021 Notes;
|
|
(ii)
|
$29,608,000 aggregate principal amount of DIRECTV 5.000% 2021 Notes;
|
|
(iii)
|
$245,359,000 aggregate principal amount of AT&T 4.600% 2021 Notes;
|
|
(iv)
|
$34,004,000 aggregate principal amount of DIRECTV 4.600% 2021 Notes;
|
|
(v)
|
$396,841,000 aggregate principal amount of AT&T 4.450% 2021 Notes;
|
|
(vi)
|
$328,395,000 aggregate principal amount of AT&T 3.875% 2021 Notes;
|
|
(vii)
|
$264,031,000 aggregate principal amount of AT&T 5.200% 2020 Notes;
|
|
(viii)
|
$88,741,000 aggregate principal amount of DIRECTV 5.200% 2020 Notes;
|
|
(ix)
|
$305,001,000 aggregate principal amount of AT&T 2.800% 2021 Notes;
|
|
(x)
|
$249,559,000 aggregate principal amount of AT&T 2.450% 2020 Notes;
|
|
(xi)
|
$63,281,000 aggregate principal amount of AT&T Floating Rate Notes;
|
|
(xii)
|
$437,000,000 aggregate principal amount of AT&T Zero Coupon 2022 Notes;
|
|
(xiii)
|
$402,785,000 aggregate principal amount of AT&T 3.800% 2022 Notes;
|
|
(xiv)
|
$19,973,000 aggregate principal amount of DIRECTV 3.800% 2022 Notes;
|
|
(xv)
|
$709,939,000 aggregate principal amount of AT&T 3.600% 2023 Notes;
|
|
(xvi)
|
$393,166,000 aggregate principal amount of AT&T 3.000% Feb 2022 Notes;
|
|
(xvii)
|
$788,484,000 aggregate principal amount of AT&T 3.000% June 2022 Notes; and
|
|
(xviii)
|
$381,257,000 aggregate principal amount of AT&T 2.625% 2022 Notes.
|
Following such cancellation,
(i) $1,119,880,000 aggregate principal amount of AT&T 5.000% 2021 Notes remain outstanding; (ii) $39,924,000 aggregate principal amount of DIRECTV 5.000% 2021 Notes remain outstanding; (iii) $682,696,000 aggregate principal amount
of AT&T 4.600% 2021 Notes remain outstanding; (iv) $37,875,000 aggregate principal amount of DIRECTV 4.600% 2021 Notes remain outstanding; (v) $853,159,000 aggregate principal amount of AT&T 4.450% 2021 Notes remain outstanding;
(vi) $1,171,605,000 aggregate principal amount of AT&T 3.875% 2021 Notes remain outstanding; (vii) $890,148,000
aggregate principal amount of AT&T 5.200% 2020 Notes remain outstanding; (viii) $56,994,000 aggregate principal amount of DIRECTV 5.200% 2020 Notes remain outstanding;
(ix) $1,694,999,000 aggregate principal amount of AT&T 2.800% 2021 Notes remain outstanding; (x) $2,750,441,000 aggregate principal amount of AT&T 2.450% 2020 Notes remain outstanding; (xi) $686,719,000 aggregate principal
amount of AT&T Floating Rate Notes remain outstanding; (xii) $592,000,000 aggregate principal amount of AT&T Zero Coupon 2022 Notes remain outstanding; (xiii) $1,012,016,000 aggregate principal amount of AT&T 3.800% 2022 Notes
remain outstanding; (xiv) $65,028,000 aggregate principal amount of DIRECTV 3.800% 2022 Notes remain outstanding; (xv) $1,890,061,000 aggregate principal amount of AT&T 3.600% 2023 Notes remain outstanding; (xvi) $1,456,834,000
aggregate principal amount of AT&T 3.000% Feb 2022 Notes remain outstanding; (xvii) $1,961,516,000 aggregate principal amount of AT&T 3.000% June 2022 Notes remain outstanding and (xviii) $1,118,743,000 aggregate principal amount
of AT&T 2.625% 2022 Notes remain outstanding.
In connection with the settlement of the Exchange Offers, AT&T issued (a) U.S.$2,449,011,000
aggregate principal amount of its 4.100% Global Notes due 2028 (the
New 2028 Securities
) in exchange for the Pool 1 Notes validly tendered and accepted and (b) U.S.$3,156,272,000 aggregate principal amount of its 4.300%
Global Notes due 2030 (the
New 2030 Securities
) in exchange for the Pool 2 Notes validly tendered and accepted.
The respective forms
of the Rule 144A Global Notes and Regulation S Global Notes for the New 2028 Securities and the New 2030 Securities (together, the
New Securities
) are filed as Exhibits 4.1 4.4 and are incorporated herein by reference in
their entirety. In connection with the issuance of the New Securities, AT&T entered into a Registration Rights Agreement, dated as of December 1, 2017, with the dealer managers named therein, which will give holders of the New Securities
certain exchange and registration rights with respect to the New Securities. A copy of the Registration Rights Agreement is filed as Exhibit 4.5 and is incorporated herein by reference in its entirety.
The New Securities are governed by the terms of an indenture, dated as of May 15, 2013, between AT&T and The Bank of New York Mellon Trust Company,
N.A., as trustee.