Bond ATT 1.05% ( XS1907118894 ) in EUR

ATT

100 % ▼

United States

XS1907118894 ( in EUR )

1.05% per year ( payment 1 time a year)

04/09/2023 - Bond has expired

Prospectus brochure of the bond AT&T XS1907118894 in EUR 1.05%, expired

100 000 EUR

450 273 000 EUR

AT&T is a multinational telecommunications conglomerate offering telecommunications, media, and technology services worldwide.

The Bond issued by ATT ( United States ) , in EUR, with the ISIN code XS1907118894, pays a coupon of 1.05% per year.
The coupons are paid 1 time per year and the Bond maturity is 04/09/2023

EX-4.2
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EX-4.2 3 d667881dex42.htm EX-4.2
Exhibit 4.2
[Form of Note]
(FACE OF NOTE)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND
THE TERMS OF THE SECURITIES, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITORY.
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EX-4.2
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AT&T INC.
1.050% Global Notes due 2023
ISIN NO. XS1907118894
No. I-[]
[]
AT&T Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called "AT&T", which term includes any
successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York Depository
(Nominee) Limited (the "Depository"), or registered assigns, the principal sum of euro appearing on the attached Schedule of Increases and Decreases
on September 5, 2023 (the "Maturity Date"), and to pay interest on said principal sum from September 4, 2018 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, annually in arrears on September 4 of each year, commencing on September 4, 2019 (each an
"Interest Payment Date") and on the Maturity Date (in an amount calculated for the one-day period since the last Interest Payment Date), at the interest
rate of 1.050% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date and the Maturity Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the close of business
on the business day preceding the Interest Payment Date (each, a "Regular Record Date"). Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or
more predecessor Notes) is registered at the close of business on a special record date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Notes not less than 15 days prior to such special record date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Any money that AT&T deposits with the Trustee or its Paying Agent for the payment of principal or any interest on this Note that remains
unclaimed for two years after the date upon which the principal and interest are due and payable, will be repaid to AT&T upon AT&T's request unless
otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory
provisions of any unclaimed property law, the Holder of this Note will be able to seek any payment to which such Holder may be entitled to collect only
from AT&T.
If the Notes are issued in definitive form, payment of the principal and interest on this Note due at the Maturity Date or upon redemption will be
made at the Maturity Date or upon redemption, as the case may be, upon presentation of this Note, in immediately available funds, at the office of The
Bank of New York Mellon, London Branch, the Paying Agent for the Notes, currently located at One Canada Square, London E14 5AL. The Transfer
Agent and Registrar for the Notes is The Bank of New York Mellon Trust Company, N.A., currently located at 601 Travis Street, 16th Floor, Houston,
Texas 77002.
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EX-4.2
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Payment of interest on this Note due on an Interest Payment Date, other than interest at maturity or upon redemption, may be paid by check
mailed to the address of the Holder entitled thereto as such address shall appear in the Note register. Notwithstanding the foregoing, (1) the Depository
as Holder of the Notes or (2) a Holder of more than 5,000,000 in aggregate principal amount of Notes in definitive form is entitled to require the
Paying Agent to make payments of interest, other than interest due at maturity or upon redemption, by wire transfer of immediately available funds into
an account maintained by the Holder in the United States, by sending appropriate wire transfer instructions as long as the Paying Agent receives the
instructions not less than ten days prior to the applicable Interest Payment Date. The principal and interest payable in euro on any of the Notes at
maturity, or upon redemption, will be paid by wire transfer of immediately available funds against presentation of a Note at the office of the Paying
Agent.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
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EX-4.2
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IN WITNESS WHEREOF, AT&T INC. has caused this instrument to be signed in its corporate name, manually or by facsimile, by its duly
authorized officers and has caused its corporate seal to be imprinted hereon.
Dated: , 2018
AT&T INC.
[SEAL]
By:
George B. Goeke
Senior Vice President and Treasurer
By:
Julianne K. Galloway
Vice President and Assistant Treasurer
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EX-4.2
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Trustee's Certificate of Authentication
This is one of the 1.050% Global Notes due 2023
of the series designated herein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By:
Dated: , 2018
Authorized Signatory
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EX-4.2
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REVERSE OF NOTE
This Note is one of a duly authorized issue of debt securities of AT&T of the series specified on the face hereof, issued under and pursuant to 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 "Trustee," which term
includes any successor Trustee under the Indenture), to which indenture and all indentures supplemental thereto (collectively, the "Indenture") reference
is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, AT&T and the Holders
of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes will be issued in fully registered form only
and in minimum denominations of 100,000 and integral multiples of 1,000 in excess thereof. This Note is one of the series designated on the face
hereof initially limited in aggregate principal amount to [].
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of
AT&T and the rights of the Holders of the Notes under the Indenture at any time by AT&T and the Trustee with the consent of the Holders of a majority
in principal amount of the Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in
principal amount of the Notes at the time outstanding to waive compliance by AT&T with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of AT&T, which is
absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
Principal and interest payments in respect of the Notes are payable by AT&T in euro. Interest will be computed on the basis of the actual number
of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on
the Notes, to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined
in the rulebook of the International Capital Market Association.
Registrar and Paying Agent
The Paying Agent for the Notes is The Bank of New York Mellon, London Branch currently located at One Canada Square, London E14 5AL
("Paying Agent"). In addition, AT&T shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be
surrendered for registration of transfer or exchange ("Registrar"). AT&T
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EX-4.2
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has initially appointed an affiliate of the Trustee, The Bank of New York Mellon, London Branch, as its Paying Agent. AT&T may vary or terminate the
appointment of any of its paying or transfer agencies, and may appoint additional paying or transfer agencies.
Optional Redemption by AT&T
The Notes may be redeemed at any time prior to August 4, 2023, as a whole or in part, at AT&T's option, at any time and from time to time, on at
least 30 days', but not more than 60 days', prior notice sent to the registered address of each Holder of the Notes to be redeemed. The redemption price
will be equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the Remaining
Scheduled Payments discounted to the redemption date, on an annual basis (ACTUAL/ACTUAL (ICMA)), at a rate equal to the Treasury Rate and
20 basis points. In either case, accrued interest will be payable to the redemption date. The Notes may be redeemed at any time on or after August 4,
2023, as a whole or in part, at AT&T's option, at any time and from time to time on at least 30 days', but not more than 60 days', prior notice sent to the
registered address of each Holder of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed. Accrued
interest will be payable to the redemption date. AT&T will calculate the redemption price in connection with any redemption hereunder.
"Treasury Rate" means the price, expressed as a percentage, at which the gross redemption yield on the Notes, if they were to be purchased at
such price on the third dealing day prior to the date fixed for redemption, would be equal to the gross redemption yield on such dealing day of the
Reference Bond on the basis of the middle market price of the Reference Bond prevailing at 11:00 a.m. (London time) on such dealing day as
determined by AT&T or an investment bank appointed by AT&T.
"Reference Bond" means, in relation to any Treasury Rate calculation, a German government bond whose maturity is closest to the maturity of the
Notes, or if AT&T or an investment bank appointed by AT&T considers that such similar bond is not in issue, such other German government bond as
AT&T or an investment bank appointed by AT&T, with the advice of three brokers of, and/or market makers in, German government bonds selected by
AT&T or an investment bank appointed by AT&T, determine to be appropriate for determining the Treasury Rate.
"Remaining Scheduled Payments" means, with respect to each Note to be redeemed, the remaining scheduled payments of principal and interest
on the Note that would be due after the related redemption date but for the redemption. If that redemption date is not an Interest Payment Date with
respect to a Note, the amount of the next succeeding scheduled interest payment on the Note will be reduced by the amount of interest accrued on the
Note to the redemption date.
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EX-4.2
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On and after the redemption date, interest will cease to accrue on the Notes or any portion of the Notes called for redemption, unless AT&T
defaults in the payment of the redemption price and accrued interest. On or before the redemption date, AT&T will deposit with its Paying Agent or the
Trustee money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on that date. If less than all of the Notes are to
be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot or pursuant to applicable depositary procedures.
Payment of Additional Amounts
AT&T will, subject to the exceptions and limitations set forth below, pay as additional interest on this Note such additional amounts ("Additional
Amounts") as are necessary so that the net payment by AT&T or its Paying Agent of the principal of and interest on this Note to a person that is a United
States Alien, after deduction for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing
authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount that would have been payable in
respect of this Note had no withholding or deduction been required. As used herein, "United States Alien" means any person who, for United States
federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.
The foregoing obligation to pay Additional Amounts shall not apply:
(1) to any tax, assessment or governmental charge that is imposed or withheld solely because the beneficial owner, or a fiduciary, settlor,
beneficiary or member of the beneficial owner if the beneficial owner is an estate, trust or partnership, or a person holding a power over an estate or trust
administered by a fiduciary holder:
(a) is or was present or engaged in a trade or business in the United States, has or had a permanent establishment in the United States, or has
any other present or former connection with the United States or any political subdivision or taxing authority thereof or therein;
(b) is or was a citizen or resident or is or was treated as a resident of the United States;
(c) is or was a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with
respect to the United States or is or was a corporation that has accumulated earnings to avoid United States federal income tax;
(d) is or was a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the "Code"); or
(e) is or was an actual or constructive owner of 10% or more of the total combined voting power of all classes of stock of AT&T entitled to
vote;
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EX-4.2
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(2) to any Holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent
that the beneficial owner, a beneficiary or settlor with respect to the fiduciary, or a member of the partnership would not have been entitled to the
payment of an Additional Amount had such beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of the
payment;
(3) to any tax, assessment or governmental charge that is imposed or withheld solely because the beneficial owner or any other person failed to
comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the
United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States Treasury
Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other
governmental charge;
(4) to any tax, assessment or governmental charge that is imposed other than by deduction or withholding by AT&T or a Paying Agent from the
payment;
(5) to any tax, assessment or governmental charge that is imposed or withheld solely because of a change in law, regulation, or administrative or
judicial interpretation that is announced or becomes effective after the day on which the payment becomes due or is duly provided for, whichever occurs
later;
(6) to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or any similar tax, assessment or governmental charge;
(7) to any tax, assessment or other governmental charge any paying agent (which term may include AT&T) must withhold from any payment of
principal of or interest on any Note, if such payment can be made without such withholding by any other paying agent; or
(8) in the case of any combination of the above items.
In addition, any amounts to be paid on this Note will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471
through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of
the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with
the implementation of such Sections of the Code, and no Additional Amounts will be required to be paid on account of any such deduction or
withholding.
The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable. Except as
specifically provided under this section entitled "Payment of Additional Amounts" and under the heading "Redemption Upon a Tax Event", AT&T shall
not have to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or
taxing authority.
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EX-4.2
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Any reference in the terms of the Notes to any amounts in respect of the Notes shall be deemed also to refer to any Additional Amounts which
may be payable under this provision.
Redemption Upon a Tax Event
If (a) AT&T becomes or will become obligated to pay Additional Amounts as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in,
or amendments to, any official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is
announced or becomes effective, on or after February 15, 2018 or (b) a taxing authority of the United States takes an action on or after February 15,
2018, whether or not with respect to AT&T or any of its affiliates, that results in a substantial probability that AT&T will or may be required to pay such
Additional Amounts, then AT&T may, at its option, redeem, as a whole, but not in part, the Notes on any Interest Payment Date on not less than 30 nor
more than 60 calendar days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued thereon to the
date fixed for redemption. No redemption pursuant to (b) above may be made unless AT&T shall have received an opinion of independent counsel to the
effect that an act taken by a taxing authority of the United States results in a substantial probability that AT&T will or may be required to pay the
Additional Amounts and AT&T shall have delivered to the Trustee a certificate, signed by a duly authorized officer, stating that based on such opinion,
AT&T is entitled to redeem the Notes pursuant to their terms.
Further Issues
AT&T reserves the right from time to time, without notice to or the consent of the Holders of the Notes, to create and issue further notes ranking
equally and ratably with the Notes in all respects, or in all respects except for the payment of interest accruing prior to the issue date or except for the
first payment of interest following the issue date of those further notes. Any further notes will have the same terms as to status, redemption or otherwise
as, and will be fungible for United States federal income tax purposes with, the Notes. Any further notes shall be issued pursuant to a resolution of the
board of directors of AT&T, a supplement to the Indenture, or under an officers' certificate pursuant to the Indenture.
Notes in Definitive Form
If (1) an Event of Default has occurred with regard to the Notes represented by this Note and has not been cured or waived in accordance with the
Indenture, or (2) the Depository is at any time unwilling or unable to continue as depository and a successor depository is not appointed by AT&T within
90 days, AT&T may issue notes in definitive form in exchange for this Note. In either instance, an owner of a beneficial interest in the Notes will be
entitled to the physical delivery in definitive form in exchange for this Note, equal in principal amount to such beneficial interest and to have such Notes
registered in its name.
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