UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
AT&T Inc. Recommends Rejection of Mini-Tender Offer
Throughout this document, AT&T Inc. is referred to as “AT&T”. AT&T has learned that an unsolicited “mini-tender” offer has been made by Ponos Industries LLC (“Ponos”) to purchase up to 4,000,000 shares of AT&T common stock at $36.00 per share. While this price is above the current market price of AT&T common stock, the offer is conditioned upon the closing price of AT&T’s shares exceeding the $36.00 offer price, as noted below. The offer is dated June 8, 2020, and indicates that it will expire at 1:00 p.m., New York City time, on July 10, 2020, unless extended at the sole discretion of Ponos.
AT&T wishes to inform its stockholders that it recommends rejection of this unsolicited offer and that AT&T is in no way associated with Ponos.
Ponos has included in the terms of its offer a condition that the closing price of AT&T’s shares on the New York Stock Exchange on the last trading day prior to the expiration of the offer must exceed the $36.00 offer price. As a result, unless Ponos decides to waive this condition, AT&T stockholders who tender their shares in the offer would receive a below market price for AT&T’s shares through the tender offer. The mini-tender offer is subject to numerous other conditions, including Ponos obtaining all financing necessary for the offer. There is no assurance that the conditions to the offer will be satisfied. AT&T cautions stockholders that Ponos can extend the offer and delay payment beyond the currently scheduled expiration date of July 10, 2020.
Mini-tender offers are designed to seek less than 5 percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC). The SEC has issued an investor alert regarding mini-tender offers on its website at www.sec.gov/investor/pubs/minitend.htm. The SEC has said that mini-tender offers “have been increasingly used to catch investors off guard” and that investors “may end up selling their securities at below-market prices.”
AT&T urges investors to obtain current market quotations for their shares of common stock, consult with their financial advisors and exercise caution with respect to Ponos’ offer. Stockholders who may already have tendered their shares may withdraw them by providing the written notice described in the Ponos offering documents prior to the expiration of the offer and at other times described in the offering.
AT&T requests that a copy of this Form 8-K be included with all distributions of materials related to Ponos’ offer for shares of AT&T common stock.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AT&T INC. | ||||
| Date: June 16, 2020 |
By: |
/s/ Stacey Maris | ||
| Stacey Maris | ||||
| Senior Vice President – Assistant General Counsel and Secretary | ||||
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