AT&T INC. (NYSE:T) Files An 8-K Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementItem 2.04
On April22, 2018, eleven series of AT&T Inc.’s (“AT&T”) senior notes described below (the “Notes”) became subject to mandatory redemption in accordance with the special mandatory redemption provision of such series of Notes. Each series of Notes contained a special mandatory redemption provision that would be triggered in the event that the Agreement and Plan of Merger, dated as of October22, 2016 (the “Merger Agreement”), by and among AT&T, Time Warner Inc. (“Time Warner”) and West Merger Sub, Inc. was not consummated on or prior to April22, 2018, or, if prior to such date, the Merger Agreement for such acquisition was terminated. As of the end of April22, 2018, the Merger Agreement was not consummated and, as a result, AT&T must redeem each series of Notes in whole at a special mandatory redemption price equal to 101% of the aggregate principal amount of each series of Notes plus accrued but unpaid interest on the principal amount of such Notes to, but not including, the date of redemption (the “Redemption Price”).
On April23, to the Indenture, dated as of May15, 2013, between AT&T and The Bank of New York Melon Trust Company, N.A., as trustee (the “Trustee”), AT&T notified the Trustee of its requirement to redeem the Notes subject to the special mandatory redemption provision:
| (i) | $489,120,000 aggregate principal amount of the Floating Rate Global Notes due 2023 (USD) (CUSIP No. 00206REJ7) (the “USD Floating Rate Notes”); |
| (ii) | $2,249,374,000 aggregate principal amount of the 3.400% Global Notes due 2024 (CUSIP No. 00206REL2); |
| (iii) | $3,843,488,000 aggregate principal amount of the 3.900% Global Notes due 2027 (CUSIP No. 00206REM0); |
| (iv) | $3,175,908,000 aggregate principal amount of the 4.900% Global Notes due 2037 (CUSIP No. 00206REN8); |
| (v) | $3,213,314,000 aggregate principal amount of the 5.150% Global Notes due 2050 (CUSIP No. 00206REP3); |
| (vi) | $1,832,416,000 aggregate principal amount of the 5.300% Global Notes due 2058 (CUSIP No. 00206REQ1) (together with (i) – (v), the “USD Notes”, and (ii) – (vi), the “Fixed USD Notes”); |
| (vii) | €359,843,000 aggregate principal amount of the Floating Rate Global Notes due 2023 (Euro) (ISIN XS1629866606); |
| (viii) | €294,527,000 aggregate principal amount of the 1.050% Global Notes due 2023 (ISIN XS1629865897); |
| (ix) | €260,281,000 aggregate principal amount of the 1.800% Global Notes due 2026 (ISIN XS1629866192); |
| (x) | €239,131,000 aggregate principal amount of the 2.350% Global Notes due 2029 (ISIN XS1629866275) (together with (vii) – (ix), the “Euro Notes”); and |
| (xi) | £1,000,000,000 aggregate principal amount of the 3.550% Global Notes due 2037 (ISIN XS1634248865) (the “Sterling Notes”). |
The redemption date for the Notes will be May23, 2018 (the “Redemption Date”). AT&T will be required to pay an aggregate of $14,634,909,439 in respect of the Fixed USD Notes, €1,175,312,704 in respect of the Euro Notes and £1,034,412,329 in respect of the Sterling Notes on the Redemption Date. The amount AT&T will be required to pay on the Redemption Date in respect of the USD Floating Rate Notes will be determined on or around May14, 2018.
The paying agent for the USD Notes is The Bank of New York Mellon Trust Company, N.A., located at 601 Travis Street, 16th Floor, Houston, Texas 77002. The paying agent for the Euro Notes and the Sterling Notes is The Bank of New York Mellon, London Branch, located at One Canada Square, London E14 5AL.
AT&T anticipates that, following the redemption, AT&T will continue to have access to sufficient funds to consummate its proposed acquisition of Time Warner to the Merger Agreement.
About AT&T INC. (NYSE:T)
AT&T Inc. is a holding company. The Company offers communications and digital entertainment services in the United States and the world. It operates through four segments: Business Solutions, Entertainment Group, Consumer Mobility and International. The Business Solutions segment includes various categories, including wireless service, fixed strategic services, legacy voice and data services, other services and wireless equipment. The Entertainment Group segment provides video, Internet and voice communication services to residential customers in the United States and the United States territories. The Consumer Mobility segment provides wireless service to consumers, and wireless wholesale and resale subscribers located in the United States or in the United States territories. The International segment provides video entertainment services to residential customers in Latin America, and wireless data and voice communication services to consumer and business customers in Mexico.
