T AT&T Inc

On June 5, 2019 (the “Settlement Date”), AT&T Inc. (“AT&T”) completed its previously announced debt exchange offers (the “Exchange Offers”) to exchange (i) all validly tendered and not validly withdrawn 4.00% Notes due 2022 (the “TW 4.00% 2022 Notes”), 3.40% Notes due 2022 (the “TW 3.40% 2022 Notes”), 4.05% Notes due 2023 (the “TW 2023 Notes”), 3.55% Notes due 2024 (the “TW 2024 Notes”), 3.60% Notes due 2025 (the “TW 2025 Notes”), 3.875% Notes due 2026 (the “TW 3.875% 2026 Notes”), 2.95% Notes due 2026 (the “TW 2.95% 2026 Notes”), 3.80% Notes due 2027 (the “TW 2027 Notes”), 7.625% Debentures due 2031 (the “TW 2031 Debentures”), 7.700% Debentures due 2032 (the “TW 2032 Debentures”), 6.50% Debentures due 2036 (the “TW 2036 Debentures”), 6.200% Debentures due 2040 (the “TW 6.200% 2040 Debentures”), 6.10% Debentures due 2040 (the “TW 6.10% 2040 Debentures”), 6.25% Debentures due 2041 (the “TW 6.25% 2041 Debentures”), 5.375% Debentures due 2041 (the “TW 5.375% 2041 Debentures”), 4.90% Debentures due 2042 (the “TW 2042 Debentures”), 5.35% Debentures due 2043 (the “TW 2043 Debentures”), 4.65% Debentures due 2044 (the “TW 2044 Debentures”), 4.85% Debentures due 2045 (the “TW 2045 Debentures” and, together with the TW 4.00% 2022 Notes, the TW 3.40% 2022 Notes, the TW 2023 Notes, the TW 2024 Notes, the TW 2025 Notes, the TW 3.875% 2026 Notes, the TW 2.95% 2026 Notes, the TW 2027 Notes, the TW 2031 Debentures, the TW 2032 Debentures, the TW 2036 Debentures, the TW 6.200% 2040 Debentures, the TW 6.10% 2040 Debentures, the TW 6.25% 2041 Debentures, the TW 5.375% 2041 Debentures, the TW 2042 Debentures, the TW 2043 Debentures and the TW 2044 Debentures, the “TW U.S. Notes”) and 1.95% Notes due 2023 (the “TW Euro 2023 Notes”) issued by Warner Media, LLC (“Time Warner”), a Delaware limited liability company and successor by merger to Time Warner Inc. and a wholly owned subsidiary of AT&T, and (ii) all validly tendered and not validly withdrawn 9.15% Debentures due 2023 (the “HTW 2023 Debentures”), 7.57% Debentures due 2024 (the “HTW 2024 Debentures”), 6.85% Debentures due 2026 (the “HTW 2026 Debentures”), 6.95% Debentures due 2028 (the “HTW 2028 Debentures”), the 6 5/8% Debentures due 2029 (the “HTW 2029 Debentures”), the 8.30% Discount Debentures due 2036 (the “HTW 2036 Debentures” and, together with the HTW 2023 Debentures, the HTW 2024 Debentures, the HTW 2026 Debentures, the HTW 2028 Debentures and the HTW 2029 Debentures, the “HTW U.S. Notes” and, together with the TW U.S. Notes and the TW Euro 2023 Notes, the “Old Notes”) issued by Historic TW Inc. (“HTW”), the successor in interest to Time Warner Companies Inc. and a wholly owned subsidiary of AT&T, for new notes issued by AT&T (as described below), upon the terms and conditions set forth in the Prospectus, dated May 13, 2019, filed in connection with AT&T’s Registration Statement on Form S-4 (File No. 333-231171) originally filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on May 2, 2019, as amended by Amendment No. 1 filed on May 13, 2019, and which became effective on May 13, 2019 (the “Registration Statement”), and the related Letter of Transmittal and Consent.

Also on the Settlement Date, AT&T completed its previously announced offers to purchase for cash (the “Cash Offers” and, together with the Exchange Offers, the “Offers”) all validly tendered and not validly withdrawn HTW 2023 Debentures, HTW 2024 Debentures, HTW 2026 Debentures, HTW 2028 Debentures, HTW 2029 Debentures, TW 2031 Debentures, TW 2032 Debentures, HTW 2036 Debentures and TW 2036 Debentures, upon the terms and conditions set forth in the Offer to Purchase, dated May 2, 2019, and the related Letter of Transmittal and Consent.

The Time Warner 2.10% Notes due 2019 were expected to mature prior to the Settlement Date and were excluded from the Offers. These notes matured on June 1, 2019, and were paid in full, in accordance with their terms.

Pursuant to the Exchange Offers, the aggregate principal amounts of the Old Notes set forth below were validly tendered and accepted and subsequently cancelled:

Pursuant to the Cash Offers, the aggregate principal amounts of the Old Notes set forth below were validly tendered and accepted for purchase and subsequently cancelled:

Following such cancellation, $1,978,065,000 aggregate principal amount of TW U.S. Notes remain outstanding across the nineteen U.S. dollar series issued by Time Warner, $518,990,000 aggregate principal amount of the HTW U.S. Notes remain outstanding across the six U.S. dollar series issued by HTW and €164,028,000 aggregate principal amount of TW Euro 2023 Notes remain outstanding.

In connection with the Offers, AT&T also solicited consents from holders of the Old Notes to amend (the “Proposed Amendments”) the five indentures governing the Old Notes (the “Old Indentures”), to, among other things (1) eliminate certain restrictive covenants and (2) eliminate, solely with respect to the HTW 2026 Debentures, the HTW 2029 Debentures and the HTW 2036 Debentures, the cross-default event of default (and the related acceleration of maturity) in the indentures governing such notes. On May 21, 2019, Time Warner or HTW, as applicable, together with the guarantors signatory thereto and The Bank of New York Mellon, as trustee, entered into a supplemental indenture to each of the Old Indentures that govern the terms of the Old Notes (except with respect to the HTW 2026 Debentures and HTW 2036 Debentures), to adopt the Proposed Amendments (the “Supplemental Indentures”). The Supplemental Indentures will govern the Old Notes (except with respect to the HTW 2026 Debentures and HTW 2036 Debentures) that remain outstanding after the settlement of the Exchange Offers.

The foregoing summaries of the Supplemental Indentures do not purport to be complete and are qualified in their entirety by reference to the complete terms of the Supplemental Indentures, copies of which are filed with this Current Report on Form 8-K as Exhibits 4.1 – 4.5, and are incorporated herein by reference.

In connection with the settlement of the Exchange Offers, AT&T issued:

in exchange for the validly tendered and accepted Old Notes. AT&T did not accept any HTW 2026 Debentures or HTW 2036 Debentures tendered for exchange in the Exchange Offers and therefore did not issue any corresponding notes of those series.

The AT&T Notes have been registered under the Securities Act pursuant to the Registration Statement. The terms of the AT&T Notes are further described in AT&T’s Prospectus dated May 13, 2019, as filed with the SEC under Rule 424(b)(3) of the Securities Act on that date. The issuance of the AT&T Notes occurred on June 5, 2019. The AT&T Notes are unsecured and unsubordinated obligations of AT&T and will rank equally with all other unsecured and unsubordinated indebtedness of AT&T issued from time to time.

In connection with the settlement of the Cash Offers, AT&T paid aggregate total consideration of (i) $48,530,797.36 for the HTW 2023 Debentures, plus accrued and unpaid interest of $1,260,225.43; (ii) $38,594,169.28 for the HTW 2024 Debentures, plus accrued and unpaid interest of $841,891.61; (iii) $6,244,496.16 for the HTW 2026 Debentures, plus accrued and unpaid interest of $138,735.33; (iv) $53,663,297.76 for the HTW 2028 Debentures, plus accrued and unpaid interest of $1,172,302.86; (v) $143,976,421.39 for the HTW 2029 Debentures, plus accrued and unpaid interest of $427,029.13; (vi) $154,291,548.30 for the TW 2031 Debentures, plus accrued and unpaid interest of $1,210,151.03; (vii) $132,582,657.88 for the TW 2032 Debentures, plus accrued and unpaid interest of $700,954.94; (viii) $910,196.56 for the HTW 2036 Debentures, plus accrued and unpaid interest of $20,560.94; and (ix) $173,729,556.00 for the TW 2036 Debentures, plus accrued and unpaid interest of $510,668.88, in each case validly tendered and accepted for purchase pursuant to the Cash Offers.

The AT&T Notes are governed by the terms of an indenture, dated as of May 15, 2013, between AT&T and The Bank of New York Mellon Trust Company, N.A., as trustee.