UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 | Other Events. |
On September 18, 2020, AT&T Inc. (“AT&T”) completed its previously announced debt exchange offers (the “Exchange Offers”) to (a) exchange the notes listed in the first table below (the “Pool 1 Notes”) for AT&T’s new 3.500% Global Notes due 2053 (the “New 2053 Securities”) as described below and cash, (b) exchange the notes listed in the second table below (the “Pool 2 Notes”) for AT&T’s new 3.550% Global Notes due 2055 (the “New 2055 Securities”) and cash, and (c) exchange the notes listed in the third table below (the “Pool 3 Notes”) for AT&T’s new 3.650% Global Notes due 2059 (the “New 2059 Securities” and, together with the New 2053 Securities and the New 2055 Securities, the “New Securities”) and cash, each on the terms and in accordance with the Offering Memorandum dated August 31, 2020, as amended by AT&T’s Press Releases dated September 15, 2020. The aggregate principal amounts of each Pool 1 Note, Pool 2 Note, and Pool 3 Note set forth below in the first, second, and third tables, respectively, were validly tendered and accepted and subsequently cancelled. Following such cancellation, the aggregate principal amount of each Pool 1 Note, Pool 2 Note, and Pool 3 Note set forth below in the first, second, and third tables, respectively, remain outstanding.
Title of Security |
Issuer |
Aggregate Principal Amount Accepted |
Aggregate Principal Amount Outstanding Following Cancellation |
|||||||
Pool 1 Notes |
| |||||||||
8.750% Senior Notes due 2031 |
New Cingular Wireless Services, Inc.(1) |
$ | 16,536,000 | $ | 258,407,000 | |||||
8.750% Senior Notes due November 15, 2031 |
AT&T Corp. | $ | 4,557,000 | $ | 104,654,000 | |||||
8.30% Discount Debentures due 2036 |
Historic TW(2) | $ | 15,000 | $ | 155,992,000 | |||||
7.700% Debentures due 2032 |
Time Warner(3) | $ | 29,000 | $ | 139,022,000 | |||||
7.625% Debentures due 2031 |
Time Warner(3) | $ | 139,000 | $ | 155,327,000 | |||||
7.125% Senior Notes due 2031 |
AT&T Mobility LLC(4) | $ | 235,000 | $ | 151,167,000 | |||||
6 7/8% Notes due 2031 |
BellSouth, LLC(5) | $ | 1,590,000 | $ | 112,167,000 | |||||
6.550% Notes due 2034 |
BellSouth, LLC(5) | $ | 798,000 | $ | 146,611,000 | |||||
6.00% Notes due 2034 |
BellSouth, LLC(5) | $ | 2,634,000 | $ | 198,421,000 | |||||
6.800% Notes due 2036 |
AT&T | $ | 1,015,000 | $ | 127,315,000 | |||||
6.55% Global Notes due 2039 |
AT&T | $ | 66,925,000 | $ | 443,138,000 | |||||
6.500% Global Notes due 2036 |
AT&T | $ | 4,274,000 | $ | 155,978,000 | |||||
6.500% Global Notes due 2037 |
AT&T | $ | 172,847,000 | $ | 239,251,000 | |||||
6.40% Global Notes due 2038 |
AT&T | $ | 64,018,000 | $ | 165,018,000 | |||||
6.350% Global Notes due 2040 |
AT&T | $ | 332,905,000 | $ | 157,578,000 | |||||
6.300% Global Notes due 2038 |
AT&T | $ | 99,983,000 | $ | 749,377,000 | |||||
6.200% Global Notes due 2040 |
AT&T | $ | 64,365,000 | $ | 264,902,000 | |||||
6.100% Global Notes due 2040 |
AT&T | $ | 144,330,000 | $ | 248,374,000 | |||||
6.000% Global Notes due 2040 |
AT&T | $ | 763,203,000 | $ | 470,827,000 | |||||
5.35% Global Notes due 2040 |
AT&T | $ | 720,248,000 | $ | 1,069,312,000 | |||||
5.250% Global Notes due 2037 |
AT&T | $ | 1,205,610,000 | $ | 1,794,390,000 | |||||
4.900% Global Notes due 2037 |
AT&T | $ | 595,718,000 | $ | 682,961,000 | |||||
4.850% Global Notes due 2039 |
AT&T | $ | 1,043,764,000 | $ | 956,236,000 | |||||
4.800% Global Notes due 2044 |
AT&T | $ | 750,127,000 | $ | 1,749,873,000 | |||||
4.30% Global Notes due 2042 |
AT&T | $ | 0 | $ | 1,956,149,000 |
(1) | New Cingular Wireless Services, Inc. was formerly known as AT&T Wireless Services, Inc. |
(2) | References to Historic TW refer to Historic TW Inc., the successor in interest to Time Warner Companies Inc. |
(3) | References to Time Warner refer to Warner Media, LLC, the successor in interest to Time Warner Inc. |
(4) | AT&T Mobility LLC was formerly known as Cingular Wireless LLC. |
(5) | The 6 7/8% Notes due 2031, 6.550% Notes due 2034, and 6.00% Notes due 2034 were originally issued by BellSouth Corporation, which subsequently converted to BellSouth, LLC. |
Title of Security |
Issuer |
Aggregate Principal Amount Accepted |
Aggregate Principal Amount Outstanding Following Cancellation |
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Pool 2 Notes |
| |||||||||
6.375% Global Notes due 2041 |
AT&T | $ | 379,856,000 | $ | 604,252,000 | |||||
6.250% Global Notes due 2041 |
AT&T | $ | 191,405,000 | $ | 330,319,000 | |||||
5.550% Global Notes due 2041 |
AT&T | $ | 333,392,000 | $ | 676,151,000 | |||||
5.375% Global Notes due 2041 |
AT&T | $ | 260,610,000 | $ | 186,695,000 | |||||
5.350% Global Notes due 2043 |
AT&T | $ | 244,856,000 | $ | 191,483,000 | |||||
5.150% Global Notes due 2042 |
AT&T | $ | 618,319,000 | $ | 590,186,000 | |||||
5.150% Global Notes due 2046 |
AT&T | $ | 1,007,433,000 | $ | 743,292,000 | |||||
4.850% Global Notes due 2045 |
AT&T | $ | 394,633,000 | $ | 401,053,000 | |||||
4.750% Global Notes due 2046 |
AT&T | $ | 1,628,202,000 | $ | 1,871,798,000 | |||||
4.35% Global Notes due 2045 |
AT&T | $ | 1,147,705,000 | $ | 1,896,145,000 |
Title of Security |
Issuer |
Aggregate Principal Amount Accepted |
Aggregate Principal Amount Outstanding Following Cancellation |
|||||||
Pool 3 Notes |
| |||||||||
5.700% Global Notes due 2057 |
AT&T | $ | 514,799,000 | $ | 485,201,000 | |||||
5.650% Global Notes due 2047 |
AT&T | $ | 540,565,000 | $ | 959,435,000 | |||||
5.450% Global Notes due 2047 |
AT&T | $ | 1,251,477,000 | $ | 748,523,000 | |||||
5.300% Global Notes due 2058 |
AT&T | $ | 461,929,000 | $ | 181,815,000 | |||||
5.150% Global Notes due 2050 |
AT&T | $ | 753,335,000 | $ | 941,331,000 | |||||
4.550% Global Notes due 2049 |
AT&T | $ | 1,569,246,000 | $ | 930,754,000 | |||||
4.500% Global Notes due 2048 |
AT&T | $ | 323,556,000 | $ | 4,176,443,000 |
In connection with the settlement of the Exchange Offers, AT&T issued (i) U.S.$7,500,000,000 aggregate principal amount of its New 2053 Securities, in exchange for the Pool 1 Notes validly tendered and accepted; (ii) U.S.$7,500,001,000 aggregate principal amount of its New 2055 Securities, in exchange for the Pool 2 Notes validly tendered and accepted; and (iii) U.S.$6,500,001,000 aggregate principal amount of its New 2059 Securities, in exchange for the Pool 3 Notes validly tendered and accepted, in each case, pursuant to the Exchange Offers. Cash consideration per $1,000 principal amount of Pool 1 Notes, Pool 2 Notes and Pool 3 Notes accepted in the Exchange Offers was disclosed in the Company’s pricing press release filed with the Securities and Exchange Commission on Wednesday, September 16, 2020, and is being distributed in connection with the settlement of the Exchange 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 – 4.6 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 September 18, 2020, 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 4.7 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.
Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
(d) | Exhibits |
4.1 | Form of 3.500% Rule 144A Global Note due 2053 | |
4.2 | Form of 3.500% Regulation S Global Note due 2053 | |
4.3 | Form of 3.550% Rule 144A Global Note due 2055 | |
4.4 | Form of 3.550% Regulation S Global Note due 2055 | |
4.5 | Form of 3.650% Rule 144A Global Note due 2059 | |
4.6 | Form of 3.650% Regulation S Global Note due 2059 | |
4.7 | Registration Rights Agreement, dated as of September 18, 2020 | |
104 | The cover page from AT&T Inc.’s Current Report on Form 8-K, formatted in Inline XBRL |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AT&T INC. | ||||||
Date: September 18, 2020 | By: | /s/ George B. Goeke | ||||
George B. Goeke | ||||||
Senior Vice President and Treasurer |