Prospectus Supplement
February 12, 2020
(To Prospectus dated May 13,
2019)
2,000,000,000
AT&T Inc.
Fixed Rate Reset Perpetual Preferred Securities, Series B
We are offering to the public, 2,000,000,000 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 May 1 of each year, commencing on May 1, 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, May 1, 2025 (the First Reset Date), at an annual rate equal to 2.875% of the stated amount per Preferred Security, (ii) from and
including the First Reset Date to, but excluding, May 1, 2030, at an annual rate equal to the 5-year Swap Rate (as defined below) plus 3.140% of the stated amount per Preferred Security, (iii) for each
Subsequent Reset Date (as defined below), from and including May 1, 2030 to, but excluding May 1, 2045, at an annual rate equal to the 5-year Swap Rate plus 3.390% of the stated amount per Preferred Security,
and (iv) for each Subsequent Reset Date from and after May 1, 2045, at an annual rate equal to the 5-year Swap Rate plus 4.140% 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 March 2, 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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100,000
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2,000,000,000
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Underwriting discount
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700
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14,000,000
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Proceeds, before expenses, to AT&T Inc.
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99,300
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1,986,000,000
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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 February 18, 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 February 18, 2020.