Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
30 Mai 2023 - 11:31PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-263192
Final Term Sheet
May 30, 2023
U.S.$2,750,000,000
AT&T Inc.
U.S.$2,750,000,000 5.400% GLOBAL NOTES DUE 2034
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| ISSUER: |
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AT&T Inc. (“AT&T”) |
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| TITLE OF SECURITIES: |
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5.400% Global Notes due 2034 (the “Notes”) |
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| TRADE DATE: |
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May 30, 2023 |
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| SETTLEMENT DATE (T+3)*: |
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June 2, 2023 |
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| MATURITY DATE: |
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February 15, 2034, at par |
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| AGGREGATE PRINCIPAL AMOUNT OFFERED: |
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$2,750,000,000 |
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| PRICE TO PUBLIC (ISSUE PRICE): |
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99.671% |
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| GROSS SPREAD: |
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0.400% |
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| PRICE TO AT&T: |
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99.271% |
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| NET PROCEEDS: |
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$2,729,952,500 |
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| USE OF PROCEEDS: |
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AT&T intends to use the net proceeds from this
offering to fund an early redemption of all of the $750,000,000
aggregate amount outstanding of Floating Rate Global Notes due 2024
issued by AT&T and to repay, together with cash on hand,
AT&T’s outstanding 0.900% Global Notes due 2024 on or prior to
their maturity date. |
A-1
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| UNDERWRITERS’ REIMBURSEMENT OF AT&T’S
EXPENSES: |
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Underwriters to reimburse $1,300,000 of AT&T’s
expenses. |
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| INTEREST RATE: |
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5.400% per annum |
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| INTEREST PAYMENT DATES: |
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Semiannually on each February 15 and
August 15, commencing on August 15, 2023. |
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| DENOMINATIONS: |
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Minimum of $2,000 and integral multiples of $1,000
thereafter. |
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| OPTIONAL REDEMPTION: |
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The Notes may be redeemed at any time prior to
November 15, 2033 as a whole or in part, at AT&T’s option,
at any time and from time to time on at least 5 days’, but not more
than 40 days’, prior notice at a make-whole call equal to the
greater of (i) 100% of the principal amount of the Notes to be
redeemed or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest assuming the
applicable Notes matured on November 15, 2033 (not including
any portion of payments of interest accrued as of the redemption
date) discounted to the redemption date, on a semiannual basis
(assuming a 360-day year
consisting of twelve 30-day
months), at a rate equal to the sum of the Treasury rate plus 30
basis points, as calculated by AT&T. The Notes may be redeemed
at any time on or after November 15, 2033 as a whole or in
part, at AT&T’s option, at any time and from time to time on at
least 5 days’, but not more than 40 days’, prior notice at a
redemption price equal to 100% of the principal amount of the Notes
to be redeemed. Accrued interest but unpaid will be payable to, but
excluding, the redemption date. |
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| TAX GROSS UP: |
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Comparable to prior AT&T transactions. |
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| TAX CALL: |
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Comparable to prior AT&T transactions. |
IV-2
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| INDENTURE AND RANKING: |
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The Notes will be issued under an indenture, dated
as of May 15, 2013, between AT&T and The Bank of New York
Mellon Trust Company, N.A., as trustee. The Notes will be
AT&T’s unsecured and unsubordinated obligations and will rank
pari passu with all other indebtedness issued under the
indenture. |
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| RATINGS: |
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Moody’s: Baa2 (Stable)
S&P: BBB (Stable)
Fitch: BBB+ (Stable)
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| JOINT BOOKRUNNERS: |
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BNP Paribas Securities Corp.
J.P. Morgan Securities LLC
Santander US Capital Markets LLC
TD Securities (USA) LLC
Citigroup Global Markets Inc.
BofA Securities, Inc.
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
RBC Capital Markets, LLC
Wells Fargo Securities, LLC
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| SENIOR CO-MANAGERS: |
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BNY Mellon Capital Markets, LLC
CIBC World Markets Corp.
Regions Securities LLC
Standard Chartered Bank
Truist Securities, Inc.
U.S. Bancorp Investments, Inc.
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| CO-MANAGERS: |
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CastleOak Securities, L.P.
Loop Capital Markets LLC
Drexel Hamilton, LLC
MFR Securities, Inc.
AmeriVet Securities, Inc.
Apto Partners, LLC
C.L. King & Associates, Inc.
Roberts & Ryan Inc.
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| CUSIP NUMBER: |
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00206R MT6 |
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| ISIN NUMBER: |
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US00206RMT67 |
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| REFERENCE DOCUMENT: |
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Prospectus Supplement, dated May 30, 2023; and
Prospectus, dated March 2, 2022 |
| * |
Under Rule 15c6-1 of the Securities Exchange Act
of 1934, as amended, trades in the secondary market generally are
required to settle in two business days, unless the parties to the
trade expressly agree otherwise. Accordingly, purchasers who wish
to trade the Notes on the date of pricing will be required, by
virtue of the fact that the Notes initially will settle in T+3, to
specify an alternate settlement cycle at the time of any such trade
to prevent a failed settlement and should consult their own
advisors.
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THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A
PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE
OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST,
YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND
OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE
INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE
DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT
IV-3
WWW.SEC.GOV. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY
DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE
PROSPECTUS IF YOU REQUEST IT BY CALLING BNP PARIBAS SECURITIES
CORP. AT 1-800-854-5674 (TOLL-FREE); J.P.
MORGAN SECURITIES LLC AT 1-212-834-4533 (COLLECT),
SANTANDER US CAPITAL MARKETS LLC AT 1-855-403-3636
(TOLL-FREE) AND TD SECURITIES (USA) LLC AT 1-855-495-9846
(TOLL-FREE).
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT
APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH
DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A
RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER
EMAIL SYSTEM. A SECURITIES RATING IS NOT A RECOMMENDATION TO BUY,
SELL OR HOLD SECURITIES AND MAY BE REVISED OR WITHDRAWN AT ANY
TIME.
IV-4
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