Subject to Completion
Preliminary Prospectus Supplement Dated February 10, 2020
Prospectus Supplement
, 2020
(To Prospectus dated May 13, 2019)
AT&T Inc.
Fixed Rate Reset Perpetual Preferred Securities, Series B
We are offering to the public,
aggregate amount of our Fixed Rate Reset Perpetual Preferred Securities, Series B (collectively, the Preferred Securities, and each security, a Preferred Security), with 100,000 stated amount (as defined herein) per
Preferred Security. The Preferred Securities are issued in denominations of 100,000.
Any distributions on the Preferred Securities
will be cumulative from, and including, the date of original issue and payable annually in arrears on of each year, commencing on
, 2021. We will pay distributions on the Preferred Securities only when, as and if declared by our board of directors (or a duly authorized committee
thereof) out of funds legally available for the payment of distributions. Any distributions deferred by us will accumulate for the benefit of holders of the Preferred Securities.
So long as any Preferred Security remains outstanding, unless full accrued distributions on all outstanding Preferred Securities through and
including the most recently completed distribution period have been paid or declared and a sum sufficient for the payment thereof has been set aside for payment, our ability to declare or pay distributions on, or redeem or repurchase, any stock that
ranks junior to the Preferred Securities in the payment of distributions and in the distribution of assets on any liquidation, dissolution or winding up of AT&T (including our common stock, the junior stock) will be restricted. See
Description of the Fixed Rate Reset Perpetual Preferred Securities, Series BDistributions.
Distributions on the Preferred
Securities will be payable (i) from and including the date of original issue to, but excluding, , 2025 (the First Reset Date), at an
annual rate equal to % of the stated amount per Preferred Security, (ii) from and including the First Reset Date to, but excluding, , 2030, at an
annual rate equal to the 5-year Swap Rate (as defined below) plus % of the stated amount per Preferred Security, (iii) for each Subsequent Reset Date (as defined below), from and
including , 2030 to, but excluding , 2045, at an annual rate equal to the 5-year Swap Rate plus % of the stated amount per Preferred Security, and (iv) for each Subsequent Reset Date from and after
, 2045, at an annual rate equal to the 5-year Swap Rate plus % of the stated amount per
Preferred Security. Subsequent Reset Date means every fifth anniversary of the First Reset Date, and Reset Date means the First Reset Date or a Subsequent Reset Date, as applicable. Reset Period means the period
from one Reset Date to the next Reset Date. Payment of distributions on the Preferred Securities is subject to certain restrictions as described elsewhere in this prospectus supplement or in our restated certificate of incorporation, our by-laws and the certificate of designations of the Preferred Securities, which are incorporated by reference herein. The 5-year Swap Rate means the applicable
annual mid-swap rate for swap transactions in euro with a maturity of five years as displayed on Reuters screen ICESWAP2 under the heading EURIBOR BASIS, as of 11:00 A.M. (Central
European time) on the date that is two business days prior to each Reset Date. In the event that the 5-year Swap Rate (or any component part thereof) used as a reference for the calculation of distributions
payable on the Preferred Securities were to be discontinued or otherwise unavailable, certain benchmark replacement provisions will apply. See Description of the Fixed Rate Reset Perpetual Preferred Securities, Series
BDistributions.
The Preferred Securities will be perpetual securities in respect of which there is no fixed redemption date.
However, we may, at our option, redeem the Preferred Securities, (i) in whole but not in part, on each day during the period from , 2025 (the
First Call Date) to the First Reset Date and on any distribution payment date thereafter, at a cash redemption price equal to the stated amount (i.e., 100,000 per Preferred Security), plus (except as otherwise provided herein) an
amount equal to all accrued and unpaid distributions thereon (whether or not declared), to, but not including, the date fixed for redemption, or (ii) in whole but not in part at any time within 90 days after the conclusion of any review or
appeal process instituted by us following the occurrence of a ratings event (as defined in Description of the Fixed Rate Reset Perpetual Preferred Securities, Series BOptional Redemption) at a cash redemption price equal to (a)
101,000 per Preferred Security prior to the First Call Date or (b) 100,000 per Preferred Security on or after the First Call Date, plus, in each case, (except as otherwise provided herein) an amount equal to all accrued and unpaid
distributions thereon (whether or not declared) to, but not including, the date fixed for redemption. See Description of the Fixed Rate Reset Perpetual Preferred Securities, Series BOptional Redemption. You, as a holder of the
Preferred Securities, will not have the right to require the redemption or repurchase of the Preferred Securities.
Holders of the Preferred
Securities will not have voting rights, except as set forth under Description of the Fixed Rate Reset Perpetual Preferred Securities, Series BVoting Rights.
Application has been made to The Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) for the Preferred Securities
to be admitted to the official list (the Official List) and to trading on the Global Exchange Market (GEM) of Euronext Dublin. References in this prospectus supplement to the Preferred Securities being listed (and
all related references) shall mean that the Preferred Securities have been admitted to the Official List and have been admitted to trading on GEM. GEM is the exchange regulated market of Euronext Dublin and is not a regulated market for the purposes
of Directive 2014/65/EU.
Investing in the Preferred Securities involves risks. See Risk Factors beginning on page S-7 of this prospectus supplement and the risk factors described in our periodic reports filed with the U.S. Securities and Exchange Commission (the SEC) that are incorporated by reference into
this prospectus supplement.
Neither the SEC 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.
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Per
Preferred
Security
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Total
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Price to public (1)
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Underwriting discount
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Proceeds, before expenses, to AT&T Inc.
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(1)
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The price to the public does not include accrued distributions, if any, that may be declared. Distributions, if
declared, will accrue from the date of original issuance, which is expected to be , 2020.
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The underwriters expect to deliver the Preferred Securities in book-entry form only through the facilities of Clearstream Banking S.A. and
Euroclear Bank SA/NV, against payment in New York, New York in euro on or about , 2020.
Joint Book-Running Managers
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Deutsche Bank
(Sole Structuring Advisor)
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Barclays
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Credit Suisse
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Santander
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The date of this prospectus supplement is ,
2020.