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MarketScreener Homepage  >  Equities  >  Nyse  >  AT&T Inc.    T

AT&T INC.

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AT&T INC. : Other Events, Financial Statements and Exhibits (form 8-K)

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09/18/2020 | 06:26pm EDT

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.



                                                                                     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) 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.

--------------------------------------------------------------------------------

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.

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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses


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