Obligation AT&T 5.1% ( CA00206RGC03 ) en CAD

AT&T

95.42 % ⇌

Etas-Unis

CA00206RGC03 ( en CAD )

5.1% par an ( paiement semestriel )

25/11/2048

Prospectus brochure de l'obligation AT&T CA00206RGC03 en CAD 5.1%, échéance 25/11/2048

150 000 CAD

750 000 000 CAD

00206RGC0

BBB ( Qualité moyenne inférieure )

BAA2 ( Qualité moyenne inférieure )

25/05/2024 ( Dans 37 jours )

L'Obligation émise par AT&T ( Etas-Unis ) , en CAD, avec le code ISIN CA00206RGC03, paye un coupon de 5.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/11/2048

L'Obligation émise par AT&T ( Etas-Unis ) , en CAD, avec le code ISIN CA00206RGC03, a été notée BAA2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par AT&T ( Etas-Unis ) , en CAD, avec le code ISIN CA00206RGC03, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed pursuant to Rule 424(b)(2)
SEC File No. 333-209718
CALCULATION OF REGISTRATION FEE
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered
Registered
Per Unit
Offering Price
Registration Fee (1)(2)
4.000% Global Notes due 2025
$960,135,187.03
99.736%
$957,600,430.14
$119,221.25
5.100% Global Notes due 2048
$576,081,112.22
99.488%
$573,131,576.93
$71,354.88
(1)
Pursuant to Rule 457(r), the total registration fee for this offering is $190,576.13. Amount to be Registered is based on the August 8, 2018
CAD$/U.S.$ exchange rate of CAD$1.3019/U.S.$1.
(2)
A filing fee of $190,576.13 is being paid in connection with this offering.
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Prospectus Supplement
August 8, 2018
(To Prospectus dated February 25, 2016)
CAD$2,000,000,000
AT&T Inc.
CAD$1,250,000,000 4.000% Global Notes due 2025
CAD$750,000,000 5.100% Global Notes due 2048
We will pay interest on the 4.000% global notes due 2025 (the "2025 Notes") and the 5.100% global notes due 2048 (the "2048 Notes" and,
together with the 2025 Notes, the "Notes") on May 25 and November 25 of each year, commencing on November 25, 2018. The 2025 Notes will mature
on November 25, 2025 and the 2048 Notes will mature on November 25, 2048.
We may redeem some or all of the Notes at any time and from time to time at the prices and at the times indicated for each series under the
heading "Description of the Notes -- Optional Redemption" beginning on page S-6 of this prospectus supplement. The Notes will be issued in
minimum denominations of CAD$150,000 and integral multiples of CAD$1,000.
See "Risk Factors" beginning on page 37 of our 2017 Annual Report to Stockholders, portions of which are filed as
Exhibit 13 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and "Risk Factors"
beginning on page 69 of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, which are
incorporated by reference herein, to read about factors you should consider before investing in the Notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.
Per
Per
2025 Note
Total
2048 Note
Total
Initial public offering price
99.736%
CAD$1,246,700,000
99.488%
CAD$746,160,000
Underwriting discounts
0.370%
CAD$
4,625,000
0.500%
CAD$
3,750,000
Proceeds, before expenses, to AT&T
99.366%
CAD$1,242,075,000
98.988%
CAD$742,410,000
The initial public offering prices set forth above do not include accrued interest, if any. Interest on the Notes will accrue from August 17, 2018.
The underwriters expect to deliver the Notes through the book-entry delivery system of CDS Clearing and Depository Services Inc., for the
benefit of its participants, on August 17, 2018. Investors may hold their positions in the Notes through CDS, Euroclear System and Clearstream
Luxembourg.
The notes will be sold in Canada on a private placement basis to certain "accredited investors" as defined under applicable Canadian provincial
securities laws, and on a private placement basis in other parts of the world outside of the United States subject to applicable law.
Joint Book Running Managers
RBC Capital Markets
TD Securities
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We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides
you with different or inconsistent information, we take no responsibility for, nor can we provide any assurance as to the reliability of, any other
information that others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the
accompanying prospectus, as well as information we previously filed with the Securities and Exchange Commission and incorporated by
reference, is accurate as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since
those dates.
References herein to "$" and "dollars" are to the currency of the United States. References to "CAD$" are to the lawful currency of
Canada. The financial information presented in this prospectus supplement has been prepared in accordance with generally accepted
accounting principles in the United States.
The Notes are offered globally for sale in those jurisdictions in the United States, Canada, Europe and Asia where it is lawful to make
such offers.
PRIIPs Regulation / Prospectus Directive / Prohibition of sales to EEA retail investors -- The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained
in the accompanying prospectus, on the other hand, the information contained in this prospectus supplement shall control. If any statement in this
prospectus supplement conflicts with any statement in a document which we have incorporated by reference, then you should consider only the
statement in the more recent document.
In this prospectus supplement, "we," "our," "us" and "AT&T" refer to AT&T Inc. and its consolidated subsidiaries.
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TABLE OF CONTENTS
Prospectus Supplement
Page
Summary of the Notes Offering
S-1
Use of Proceeds
S-3
Capitalization
S-4
Foreign Exchange Risks
S-5
Description of the Notes
S-6
United States Tax Considerations
S-13
Underwriting
S-19
Validity of Securities
S-23
Prospectus
Description of AT&T Inc.
1
Use of Proceeds
1
Summary Description of the Securities We May Issue
1
Description of Debt Securities We May Offer
1
Description of Preferred Stock We May Offer
13
Description of Depositary Shares We May Offer
14
Description of Common Stock We May Offer
17
Plan of Distribution
20
Validity of Securities
22
Experts
22
Documents Incorporated by Reference
22
Where You Can Find More Information
23
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SUMMARY OF THE NOTES OFFERING
Issuer
AT&T Inc.
Securities Offered
CAD$1,250,000,000 aggregate principal amount of 4.000% global notes due 2025 (the
"2025 Notes").
CAD$750,000,000 aggregate principal amount of 5.100% global notes due 2048 (the
"2048 Notes").
Maturity Date
November 25, 2025, at par, for the 2025 Notes.
November 25, 2048, at par, for the 2048 Notes.
Interest Rate
The 2025 Notes will bear interest from August 17, 2018 at the rate of 4.000% per annum
and the 2048 Notes will bear interest from August 17, 2018 at the rate of 5.100% per
annum. Interest on each series of Notes will be payable semi-annually in arrears in two
equal payments. For an interest period that is not a full semi-annual interest period, other
than in respect of any regular semi-annual coupon payments, interest will be computed on
the basis of a 365-day year and the actual number of days in such interest period (also
known as Actual/Actual Canadian Compound Method).
Interest Payment Dates
May 25 and November 25 of each year, commencing on November 25, 2018. In the event
that any interest payment date for the Notes falls on a day that is not a business day in New
York or Toronto, the payment due on that date will be paid on the next day that is a
business day, with the same force and effect as if made on that payment date and without
any interest or other payment with respect to the delay.
Optional Redemption
Each series of Notes may be redeemed at any time prior to the applicable Par Call Date (as
set forth in the table below), in whole or from time to time in part, at a make-whole call
equal to the greater of (i) 100% of the principal amount of the Notes of such series to be
redeemed or (ii) a price equal to the price which, if the Notes being redeemed were to be
issued at such price on the date of redemption, would provide a yield thereon from the date
of redemption to their Par Call Date equal to the Government of Canada Yield plus the
applicable Make-Whole Spread (as set forth in the table below), calculated on the third
business day preceding the date of redemption of the Notes. Each series of Notes may be
redeemed at any time on or after the applicable Par Call Date, in whole or from time in
time in part, at a redemption price equal to 100% of the principal amount of such series of
Notes to be redeemed. Accrued interest will be payable to the redemption date.
Make-Whole
Series
Par Call Date
Spread
2025 Notes
September 25, 2025
42.5 bps
2048 Notes
May 25, 2048
69 bps
S-1
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See "Description of the Notes -- Optional Redemption of the Notes."
The Notes of each series are also redeemable at our option in connection with certain tax
events. See "Description of the Notes --Redemption Upon a Tax Event."
Markets
The Notes are offered for sale in those jurisdictions in the United States, Canada, Europe
and Asia where it is legal to make such offers. See "Underwriting."
No Listing
The Notes are not being listed on any organized exchange or market.
Form and Settlement
The Notes will be represented by one or more global certificates (a "global note") issued in
registered form to and held by CDS Clearing and Depository Services Inc. ("CDS") or its
nominee. Registration of interests in and transfers of the Notes will be made only through
the book based system of CDS, and owners of Notes will only receive the customary
confirmation from their registered agent. Investors may elect to hold interests in the global
notes through any of CDS, Clearstream Banking S.A. or Euroclear Bank S.A./N.V., as
operator of the Euroclear System, if they are participants in these systems, or indirectly
through organizations which are participants in these systems.
Governing Law
The Notes will be governed by the laws of the State of New York.
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USE OF PROCEEDS
The net proceeds to AT&T from the Notes offering will be approximately CAD$1,984,485,000, after deducting underwriting discounts. These
proceeds will be used for general corporate purposes.
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CAPITALIZATION
The following table sets forth the capitalization of AT&T as of June 30, 2018 and as adjusted solely to reflect the issuance of
(i) CAD$2,000,000,000 (approximately $1,536,216,299 based on the August 8, 2018 exchange rate of CAD$1.3019/U.S.$1) of the Notes and the
application of the net proceeds as described under "Use of Proceeds" above assuming that all of the net proceeds from the sale of the Notes would be
used for general corporate purposes, (ii) $825,000,000 of AT&T's 5.625% Global Notes due 2067 and (iii) 2,250,000,000 (approximately
$2,636,550,000 based on the July 30, 2018 exchange rate of 1 /U.S.$1.1718) of AT&T's Floating Rate Global Notes due 2020, issued subsequent to
June 30, 2018. AT&T's total capital consists of debt (long-term debt and debt maturing within one year) and stockholders' equity.
As of June 30, 2018
Actual
As Adjusted
(Unaudited)
(In millions)
Long-term debt
$168,495
$ 173,493
Debt maturing within one year (1)
21,672
21,672
Stockholders' equity:
Common shares ($1 par value, 14,000,000,000 authorized)
7,621
7,621
Capital in excess of par value
125,960
125,960
Retained earnings
56,555
56,555
Treasury shares (360,993,619 at cost)
(12,872)
(12,872)
Other adjustments
6,866
6,866
Stockholders' equity
$184,130
$ 184,130
Total Capitalization
$374,297
$ 379,295
(1)
Debt maturing within one year consists of the current portion of long-term debt and commercial paper and other short-term borrowings.
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FOREIGN EXCHANGE RISKS
Investors will have to pay for the Notes in Canadian dollars. Principal and interest payments on the Notes are payable by us in Canadian dollars.
An investment in Notes which are denominated in, and all payments in respect of which are to be made in, a currency other than the currency of the
country in which the purchaser is resident or the currency in which the purchaser conducts its business or activities (the home currency), entails
significant risks not associated with a similar investment in a security denominated in the home currency. These include the possibility of:
·
significant changes in rates of exchange between the home currency and the Canadian dollar, and
·
the imposition or modification of foreign exchange controls with respect to the Canadian dollar.
We have no control over a number of factors affecting this type of Note, including economic, financial and political events that are important in
determining the existence, magnitude and longevity of these risks and their results. In recent years, rates of exchange for certain currencies, including
the Canadian dollar, have been highly volatile and this volatility may be expected to continue in the future. Fluctuations in any particular exchange rate
that have occurred in the past are not necessarily indicative of fluctuations in the rate that may occur during the term of the Notes. Depreciation of the
Canadian dollar against the home currency could result in a decrease in the effective yield of the Notes below the coupon rate, and in certain
circumstances, could result in a loss to you on a home currency basis.
The Notes will be governed by New York law. Under New York law, a New York state court rendering a judgment on the Notes would be required
to render the judgment in Canadian dollars. However, the judgment would be converted into U.S. dollars at the exchange rate prevailing on the date of
entry of the judgment. Consequently, in a lawsuit for payment on the Notes, investors would bear currency exchange risk until a New York state court
judgment is entered, which could be a long time.
In courts outside of New York, investors may not be able to obtain a judgment in a currency other than U.S. dollars. For example, a judgment for
money in an action based on the Notes in many other U.S. federal or state courts ordinarily would be enforced in the United States only in U.S. dollars.
The date used to determine the rate of conversion of Canadian dollars into U.S. dollars will depend upon various factors, including which court renders
the judgment.
This description of foreign currency risks does not describe all the risks of an investment in securities denominated in a currency other than the
home currency. You should consult your own financial and legal advisors as to the risks involved in an investment in the Notes.
On August 8, 2018, the CAD$/U.S.$ rate of exchange was CAD$1.3019/U.S.$1.
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DESCRIPTION OF THE NOTES
The following description of the general terms of the Notes should be read in conjunction with the statements under "Description of Debt
Securities We May Offer" in the accompanying prospectus. If this summary differs in any way from the "Summary Description of the Securities We
May Issue" in the accompanying prospectus, you should rely on this summary.
General
The Notes will be issued under our indenture, dated as of May 15, 2013, with The Bank of New York Mellon Trust Company, N.A., acting as
trustee, as described under "Description of Debt Securities We May Offer" in the accompanying prospectus. The Notes will be our unsecured and
unsubordinated obligations and will rank pari passu with all other indebtedness issued under our indenture. The Notes will constitute two separate series
under the indenture. We will issue the Notes in fully registered form only and in minimum denominations of CAD$150,000 and integral multiples of
CAD$1,000 thereafter.
We may issue definitive Notes in the limited circumstances set forth in "-- Form and Title" below. If we issue definitive Notes, principal of and
interest on our Notes will be payable in the manner described below, the transfer of our Notes will be registrable, and our Notes will be exchangeable for
Notes bearing identical terms and provisions, at the office of BNY Trust Company of Canada, the paying agent for the Notes, at 1 York Street, 6th Floor,
Toronto, Ontario M5J 0B6. However, payment of interest, other than interest at maturity, or upon redemption, may be made by wire or check mailed to
the address of the person entitled to the interest as it appears on the security register at the close of business on the regular record date corresponding to
the relevant interest payment date. Notwithstanding this, (1) CDS, as holder of our Notes, or (2) a holder of more than CAD$5 million in aggregate
principal amount of Notes in definitive form can require the paying agent to make payments of interest, other than interest due at maturity, or upon
redemption, by wire transfer of immediately available funds into an account maintained by the holder in the United States or Canada, by sending
appropriate wire transfer instructions as long as the paying agent receives the instructions not less than ten days prior to the applicable interest payment
date. We will make all principal and interest payments on the Notes in Canadian dollars. Payment of principal and interest on the Notes at maturity, or
upon redemption, will be made by BNY Trust Company of Canada, 1 York Street, 6th Floor, Toronto, Ontario M5J 0B6. Notwithstanding the foregoing,
we may make payment on the Notes in accordance with the rules and practices of CDS.
For purposes of the Notes, a business day means a business day in The City of New York and Toronto.
The 2025 Notes offered by this prospectus supplement will bear interest at the rate of 4.000% per annum and the 2048 Notes offered by this
prospectus supplement will bear interest at the rate of 5.100% per annum. We will pay interest on our 2025 Notes and our 2048 Notes in arrears on each
May 25 and November 25, commencing on November 25, 2018, to the persons in whose names our Notes are registered at the close of business on the
fifteenth day preceding the respective interest payment date in equal semi-annual installments. If interest is calculated for a period shorter than one full
year, other than a semi-annual period, such interest will be computed on the basis of a 365-day year and the actual number of days elapsed in that period.
The 2025 Notes will mature on November 25, 2025 and the 2048 Notes will mature on November 25, 2048.
In the event that the maturity date or any interest payment date for the Notes falls on a day that is not a business day, the payment due on that date
will be paid on the next day that is a business day, with the same force and effect as if made on that payment date and without any interest or other
payment with respect to the delay.
Optional Redemption
Each series of Notes may be redeemed at any time prior to the applicable Par Call Date (as set forth in the table below), as a whole or in part, at
our option, at any time and from time to time, on at least 30 days', but not
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