On February 27, 2018 (the
Settlement Date
), AT&T Inc.
(
AT&T
) completed its previously announced debt exchange offers (the
Exchange Offers
) to exchange all validly tendered and not validly withdrawn: (i) Floating Rate Global Notes due 2023 of AT&T (the
Old FR Notes
); (ii) 1.050% Global Notes due 2023 of AT&T (the
Old 1.050% Notes
); (iii) 1.800% Global Notes due 2026 of AT&T (the
Old 1.800% Notes
); (iv) 2.350% Global
Notes due 2029 of AT&T (the
Old 2.350% Notes
) and (v) 3.550% Global Notes due 2037 of AT&T (the
Old 3.550% Notes
and, together with the Old FR Notes, Old 1.050% Notes, Old 1.800% Notes and Old
2.350% Notes, the
Old Notes
) for new series of notes issued by AT&T (each as described below) and cash. Also on the Settlement Date, AT&T completed its previously announced offers to purchase (the
Cash
Offers
) all validly tendered and not validly withdrawn: (i) Old FR Notes; (ii) Old 1.050% Notes; (iii) Old 1.800% Notes; (iv) Old 2.350% Notes and (v) Old 3.550% Notes for cash payments in the amount of
1,010.00 or £1,010.00, as applicable, per 1,000.00 or £1,000.00, respectively, principal amount of Old Notes.
Pursuant to the
Exchange Offers, the aggregate principal amounts of the Old Notes set forth below were validly tendered and accepted and subsequently cancelled:
|
(i)
|
878,507,000 aggregate principal amount of Old FR Notes;
|
|
(ii)
|
450,273,000 aggregate principal amount of Old 1.050% Notes;
|
|
(iii)
|
1,489,219,000 aggregate principal amount of Old 1.800% Notes; and
|
|
(iv)
|
1,260,469,000 aggregate principal amount of Old 2.350% Notes.
|
Pursuant to the Cash Offers, the
aggregate principal amounts of the Old Notes set forth below were validly tendered and accepted for purchase and subsequently cancelled:
|
(i)
|
11,650,000 aggregate principal amount of Old FR Notes;
|
|
(ii)
|
5,200,000 aggregate principal amount of Old 1.050% Notes;
|
|
(iii)
|
500,000 aggregate principal amount of Old 1.800% Notes; and
|
|
(iv)
|
400,000 aggregate principal amount of Old 2.350% Notes.
|
Following such cancellation,
(i) 359,843,000 aggregate principal amount of Old FR Notes remain outstanding; (ii) 294,527,000 aggregate principal amount of Old 1.050% Notes remain outstanding; (iii) 260,281,000 aggregate principal amount of Old
1.800% Notes remain outstanding; (iv) 239,131,000 aggregate principal amount of Old 2.350% Notes remain outstanding and (v) £1,000,000,000 aggregate principal amount of Old 3.550% Notes remain outstanding.
In connection with the settlement of the Exchange Offers, AT&T issued (i) 878,507,000 aggregate principal amount of its Floating Rate Global
Notes due 2023; (ii) 450,273,000 aggregate principal amount of its 1.050% Global Notes due 2023; (iii) 1,489,219,000 aggregate principal amount of its 1.800% Global Notes due 2026 and (iv) 1,260,469,000 aggregate
principal amount of its 2.350% Global Notes due 2029 (collectively, the
New Securities
), in exchange for the Old Notes validly tendered and accepted pursuant to the Exchange Offers.
In connection with the settlement of the Cash Offers, AT&T paid aggregate total consideration of (i) 11,766,500 for the Old FR Notes, plus
accrued and unpaid interest of 14,331.11; (ii) 5,252,000 for the Old 1.050% Notes, plus accrued and unpaid interest of 26,327.66; (iii) 505,000 for the Old 1.800% Notes, plus accrued and unpaid interest of
4,339.73 and (iv) 404,000 for the Old 2.350% Notes, plus accrued and unpaid interest of 4,532.60, in each case validly tendered and accepted for purchase pursuant to the Cash Offers.
The respective forms of the Rule 144A Global Notes and Regulation S Global Notes for each series of New Securities are filed as Exhibits 4.1 4.8 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 February 27, 2018, 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 4.9 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.
On February 27, 2018, AT&T issued the press releases attached hereto as Exhibit 99.1 and 99.2, which are incorporated
by reference in their entirety.