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
Date of report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code
(Former Name or Former Address, if Changed Since Last Report)
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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act
Title of each class |
Trading |
Name of each exchange | ||
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. |
On May 18, 2023, AT&T Inc. (“AT&T”) closed its sale of €1,000,000,000 aggregate principal amount of its 3.550% Global Notes due 2025, €1,000,000,000 aggregate principal amount of its 3.950% Global Notes due 2031 and €1,250,000,000 aggregate principal amount of its 4.300% Global Notes due 2034 (together, the “Notes”) pursuant to an Underwriting Agreement, dated May 11, 2023 (the “Underwriting Agreement”), between AT&T and the several Underwriters named on Schedule II thereto. 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 (the “Act”), pursuant to a Registration Statement on Form S-3 (No. 333-263192) previously filed with the Securities and Exchange Commission under the Act, as supplemented by a prospectus supplement dated May 11, 2023 relating to the Notes filed by AT&T on May 15, 2023. Copies of the Underwriting Agreement, the form of Notes and the opinion of the Assistant Vice President – Senior Legal Counsel and Assistant Secretary of AT&T 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.
Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
(d) | Exhibits |
1.1 | Underwriting Agreement, dated May 11, 2023 | |
4.1 | Form of 3.550% Global Notes due 2025 | |
4.2 | Form of 3.950% Global Notes due 2031 | |
4.3 | Form of 4.300% Global Notes due 2034 | |
5.1 | Opinion of Mr. Bryan Hough, Assistant Vice President – Senior Legal Counsel and Assistant Secretary, AT&T Inc., as to the validity of the Notes | |
23.1 | Consent of Mr. Bryan Hough, Assistant Vice President – Senior Legal Counsel and Assistant Secretary (included in Exhibit 5.1) | |
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, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AT&T INC. | ||||||
Date: May 18, 2023 | By: | /s/ George B. Goeke | ||||
George B. Goeke | ||||||
Senior Vice President and Treasurer |