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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities Registered Pursuant to Section 12(b) of the Act
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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. |
Throughout this document, AT&T Inc. is referred to as “AT&T.” On June 24, 2020, AT&T closed its sale of $1,050,000,000 principal amount of its 3.750% Global Notes due 2050 (the “Notes”) pursuant to the Underwriting Agreement, dated June 16, 2020, between AT&T and Deutsche Bank AG, Taipei Branch, Morgan Stanley Taiwan Limited and Standard Chartered Bank (Taiwan) Limited, as the several Underwriters. The Notes were issued pursuant to that certain 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 have been registered under the Securities Act of 1933, as amended pursuant to a Registration Statement on Form S-3 (No. 333-231404) previously filed with the Securities and Exchange Commission under the Securities Act. Copies of the Underwriting Agreement, the form of Notes and the opinion of our Vice President – Associate General Counsel and Assistant Secretary as to the validity of the Notes are filed as exhibits hereto and incorporated herein by reference. AT&T is filing this Current Report on Form 8-K so as to file with the Securities and Exchange Commission certain items that are to be incorporated by reference into its Registration Statement.
On June 23, 2020, AT&T and certain of its subsidiaries issued notices for the redemption in full of all of the outstanding (i) $1,456,834,000 aggregate certain of its principal amount of the 3.000% Global Notes due February 15, 2022 issued by AT&T (CUSIP No. 00206RBD3), (ii) $1,250,000,000 aggregate principal amount of the 3.200% Global Notes due March 1, 2022 issued by AT&T (CUSIP No. 00206RDN9), (iii) $1,012,016,000 aggregate principal amount of the 3.800% Global Notes due March 15, 2022 issued by AT&T (CUSIP No. 00206RDB5), (iv) $422,057,000 aggregate principal amount of the 4.000% Global Notes due January 15, 2022 issued by AT&T (CUSIP No. 00206RHL9), (vi) $60,339,000 aggregate principal amount of the 3.800% Senior Notes due March 15, 2022 issued by DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. (CUSIP No. 25459HBF1) and (vi) $62,580,000 aggregate principal amount of the 4.00% Notes due January 15, 2022 issued by Time Warner, Inc. (CUSIP No. 887317AN5).
On June 22, 2020, AT&T delivered irrevocable notice to the agent that AT&T plans to prepay on June 26, 2020, all of the $500,000,000 aggregate outstanding principal amount of the Tranche C facility under AT&T’s Term Loan Credit Agreement, dated as of September 20, 2019, with Bank of America, N.A., as agent (the “BAML Term Loan”). After the repayment is applied, all outstanding borrowings and all unpaid fees under the BAML Term Loan will be paid in full and the BAML Term Loan will be terminated in its entirety. On June 22, 2020, AT&T delivered irrevocable notice to the agent that AT&T plans to prepay on June 25, 2020, all of the $500,000,000 aggregate outstanding principal amount of the Term Loan Credit Agreement, dated as of December 4, 2017, with Bank of Communications Co., Ltd., New York Branch, as agent (the “BoComm Term Loan”). After the repayment is applied, all outstanding borrowings and all unpaid fees under the BoComm Term Loan will be paid in full and the BoComm Term Loan will be terminated in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
| (d) | Exhibits |
| 1.1 |
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| 4.1 |
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| 5.1 |
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| 23.1 |
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| 104 |
The cover page from AT&T Inc.’s Current Report on Form 8-K, formatted in Inline XBRL |
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 24, 2020 |
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| By: |
/s/ George B. Goeke | |||||
| George B. Goeke | ||||||
| Senior Vice President and Treasurer | ||||||