AT&T Settles Private Offers to Exchange 46 Series of Notes Across Two Series of Exchange Offers

December 1, 2017

AT&T Inc., a worldwide leader in telecommunications services with a market capitalization of more than $220 billion, settled its private offers to exchange 46 series of notes across two series of exchange offers and the solicitation of consents to amend indentures governing certain series of notes.

In the first series of exchange offers, AT&T offered to exchange (i) new series of senior notes issued by AT&T (the New AT&T Notes) and cash for 21 series of debt securities issued by certain of AT&T's wholly owned subsidiaries (together, the OpCo Notes), and (ii) a new series of its own debt securities due 2046 (the New 2046 Notes) and cash for the OpCo Notes and seven series of AT&T debt securities (the Old AT&T Notes, and the New 2046 Exchange Offer). On the settlement date, AT&T accepted $1,985,584,000 aggregate principal amount of OpCo Notes and issued $1,985,580,000 aggregate principal amount of New AT&T Notes in the Obligor Exchange Offer, and accepted $1,740,324,000 aggregate principal amount of OpCo Notes and Old AT&T Notes and issued $1,750,725,000 aggregate principal amount of New 2046 Notes in the New 2046 Exchange Offer.

In connection with the first series of exchange offers, AT&T also solicited consents from holders of the OpCo Notes to amend the indentures governing the OpCo Notes to, among other things, eliminate substantially all of the restrictive covenants contained therein.

In the second series of exchange offers, AT&T offered to exchange (i) a series of its own debt securities due 2028 (the New 2028 Notes) for eight series of debt securities of AT&T and three series of debt securities of its subsidiaries DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. (together, DIRECTV) (the Pool 1 Notes), and (ii) a series of its own debt securities due 2030 (the New 2030 Notes and together with the New 2028 Notes, the New AT&T Notes and the New 2046 Notes, the Notes) for six series of debt securities of AT&T and one series of debt securities of DIRECTV (the Pool 2 Notes). On the settlement date, AT&T accepted $2,315,248,000 aggregate principal amount of Pool 1 Notes and issued $2,449,011,000 aggregate principal amount of New 2028 Notes, and accepted $3,132,604,000 aggregate principal amount of Pool 2 Notes and issued $3,156,272,000 aggregate principal amount of New 2030 Notes.

The offerings were conducted as private placements under section 4(a)(2) of the Securities Act of 1933, as amended, in the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act) and to persons that are not U.S. persons (as defined in Regulation S under the Securities Act). In connection with the issuance of the Notes, AT&T entered into two Registration Rights Agreements, which will give holders of the Notes certain exchange and registration rights.

S&C represented a consortium of 34 dealer managers, represented by six joint-lead dealer managers.

The S&C team was led by Patrick Brown, along with Sarah Wilson, Anel Loubser, Kyra Ayo Caros, Carl Lundeholm and Emily Yi. Eric Wang and Saul Brander advised the dealer managers on tax matters relating to the transactions. Kirsten Rodger and Lucas Adams provided valuable assistance during the course of the transactions.