AT&T INC. 
Item 8.01 Other Events.
OnSeptember 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") forAT&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") forAT&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") forAT&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 datedAugust 31, 2020 , as amended byAT&T's Press Releases datedSeptember 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. Aggregate Principal Amount Aggregate Principal Amount Outstanding Following Title of Security Issuer Accepted Cancellation Pool 1 Notes 8.750% Senior New Cingular Wireless Notes due 2031 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)
(2) References to Historic TW refer to
interest to
(3) References to Time Warner refer to Warner Media, LLC, the successor in
interest to Time Warner Inc.
(4)
(5) The 6 7/8% Notes due 2031, 6.550% Notes due 2034, and 6.00% Notes due 2034
were originally issued by
to
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Aggregate Principal Amount
Aggregate Principal Amount Outstanding Following
Title of Security Issuer Accepted Cancellation
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
Aggregate Principal Amount
Aggregate Principal Amount Outstanding Following
Title of Security Issuer Accepted 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.
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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 ofSeptember 18, 2020
104 The cover page from
Inline XBRL
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