At&T Inc 8-K, filed Aug 10, 2020
At&T Inc. (T)
About this 8-K
At&T Inc filed this 8-K on August 10, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On August 10, 2020, AT&T Inc. issued the press releases attached hereto as Exhibit 99.1 and 99.2, which are incorporated by reference in their entirety.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
| (d) | Exhibits |
| 99.1 | Press Release of AT&T Inc., dated August 10, 2020, relating to the early tender results and further upsizing of the capped tender offers | |
| 99.2 | Press Release of AT&T Inc., dated August 10, 2020, relating to the pricing of the capped tender offers | |
| 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: August 10, 2020 | By: | /s/ George B. Goeke | ||||
| George B. Goeke | ||||||
| Senior Vice President and Treasurer | ||||||
Exhibit 99.1
|
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| News Release | ||||
For more information, contact:
Name: McCall Butler
AT&T Corporate and Financial Communications
Phone: 470-773-5704
Email: mb8191@att.com
For holders of notes, contact:
Global Bondholder Services Corporation
Phone: (866) 470-3900 (toll free)
(212) 430-3774 (collect)
AT&T INC. ANNOUNCES EARLY TENDER RESULTS AND FURTHER UPSIZING OF ITS CAPPED TENDER OFFERS
Intends to accept all notes validly tendered through the Early Tender Deadline
Dallas, Texas, August 10, 2020 — AT&T Inc. (NYSE: T) (“AT&T”) announced today that it intends to accept the aggregate principal amount of notes listed in the table below that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on August 7, 2020 (the “Early Tender Deadline”), in the Capped Tender Offers. AT&T also announced a further upsize of the Capped Tender Offers to permit the acceptance of such tendered notes. In connection with the upsizing and acceptance of notes, AT&T will waive the Financing Condition described in the Offer to Purchase and expects to use cash on hand to purchase the notes, including the further upsized amounts.
As a result of the upsize, the maximum aggregate principal amount of AT&T’s Floating Rate Global Notes due 2021 (July) that will be accepted in the Capped Tender Offers is $1,214,359,000, the maximum aggregate principal amount of AT&T’s Floating Rate Global Notes due 2024 that will be accepted in the Capped Tender Offers is $2,134,873,000, and the maximum aggregate principal amount of AT&T’s 3.400% Global Notes due 2025 that will be accepted in the Capped Tender Offers is $2,675,326,000.
The withdrawal deadline for the Capped Tender Offers occurred at 5:00 p.m., New York City time, on August 7, 2020. As a result, tendered notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by AT&T). The pricing of the notes will occur at 11:00 a.m., New York City time, on August 10, 2020.
The settlement date for notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline is expected to be August 12, 2020. Holders will receive the applicable total consideration (as set forth in the Offer to Purchase) and accrued and unpaid interest from the last interest payment date for such notes to, but not including, such settlement date.
| Title of Notes |
Issuer | Principal Amount Outstanding as of the Early Tender Deadline |
CUSIP Number |
Aggregate Principal Amount Validly Tendered as of the Early Tender Deadline(1) | ||||
| Floating Rate Global Notes due 2021 (July) |
AT&T Inc. | $1,500,000,000 | 00206RDV1 | $1,214,359,000 | ||||
| Floating Rate Global Notes due 2024 |
AT&T Inc. | $3,750,000,000 | 00206RGD8 | $2,134,873,000 | ||||
| 3.400% Global Notes due 2025* |
AT&T Inc. | $5,000,000,000 | 00206RCN0 | $2,675,326,000 |
| (1) | Reflects the aggregate principal amount of each series of notes that have been validly tendered and not validly withdrawn as of the Early Tender Deadline, based on information provided by the tender agent to AT&T. AT&T intends to accept all of the notes validly tendered and not validly withdrawn as of the Early Tender Deadline. |
| * | Denotes a series of notes for which the calculation of the applicable total consideration may be performed using the value of such notes as determined at the applicable price determination time (as set forth in the Offer to Purchase) as if the principal amount of such notes had been due on the applicable par call date. |
The Capped Tender Offers will expire at 11:59 p.m., New York City time, on August 21, 2020.
As of the Early Tender Deadline, the Maximum Tender Amounts (as defined in the Offer to Purchase and as amended in this release) of each series of notes was met. As such, no additional notes tendered after the Early Tender Deadline will be accepted.
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The tender offers described herein were made solely by the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law.
Neither the communication of this press release, the Offer to Purchase or any other offer materials relating to the tender offers is being made, and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, this press release, the Offer to Purchase and such documents and/or materials are not being distributed to, and must not be passed on to persons in the United Kingdom other than (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (b) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (such persons together being “relevant persons”). This press release and the Offer to Purchase are only available to relevant persons and the transactions contemplated herein will be available only to, or engaged in only with relevant persons, and must not be relied or acted upon by persons other than relevant persons.
Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as the Joint-Lead Dealer Managers for the tender offers. For additional information regarding the terms of the Capped Tender Offers, please contact Deutsche Bank Securities Inc. at (866) 627-0391 (toll free) or (212) 250-2955 (collect), Goldman Sachs & Co. LLC at (212) 902-6351 (collect) or by email at GS-LM-NYC@gs.com, J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3424 (collect) or Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or (212) 761-1057 (collect). Global Bondholder Services Corporation is acting as the tender agent and information agent for the tender offers. Questions or requests for assistance related to the Capped Tender Offers or for additional copies of the Offer to Purchase may be directed to Global Bondholder Services Corporation at (866) 470-3900 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Capped Tender Offers. The Offer to Purchase, dated July 27, 2020 (the “Offer to Purchase”), can be accessed at the following link: https://gbsc-usa.com/registration/att.
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CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this news release contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in AT&T’s filings with the Securities and Exchange Commission and the Offer to Purchase related to the tender offers. AT&T disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.
Exhibit 99.2
News Release
For more information, contact:
Name: McCall Butler
AT&T Corporate and Financial Communications
Phone: 470-773-5704
Email: mb8191@att.com
For holders of notes, contact:
Global Bondholder Services Corporation
Phone: (866) 470-3900 (toll free)
(212) 430-3774 (collect)
AT&T INC. ANNOUNCES PRICING OF ITS CAPPED TENDER OFFERS
Dallas, Texas, August 10, 2020 — AT&T Inc. (NYSE: T) (“AT&T”) announced today the pricing of its offers to purchase for cash three series of outstanding notes listed in the table below issued by AT&T. The tender offers described herein are being made on the terms and conditions set forth in the Offer to Purchase, dated July 27, 2020 (the “Offer to Purchase,” where such tender offers are described as the “Capped Tender Offers”).
The table below sets forth the total consideration for each series of the notes listed below, as described in the Offer to Purchase.
| Title of Notes |
Issuer | Principal Amount Outstanding |
CUSIP Number |
Early Tender Premium |
Reference U.S. Treasury Security |
Bloomberg Reference Page |
Reference Yield |
Fixed Spread (Basis Points) |
Total Consideration(1) |
|||||||||||||||||||
| Floating Rate Global Notes due 2021 (July) |
AT&T Inc. | $ | 1,500,000,000 | 00206RDV1 | $ | 30 | N/A | N/A | N/A | N/A | $ | 1,008.75 | ||||||||||||||||
| Floating Rate Global Notes due 2024 |
AT&T Inc. | $ | 3,750,000,000 | 00206RGD8 | $ | 30 | N/A | N/A | N/A | N/A | $ | 1,020.00 | ||||||||||||||||
| 3.400% Global Notes due 2025* |
AT&T Inc. | $ | 5,000,000,000 | 00206RCN0 | $ | 30 | 0.250% due June 30, |
PX1 | 0.216% | 50 | $ | 1,118.86 | ||||||||||||||||
| (1) | Per $1,000 principal amount of notes validly tendered, and not validly withdrawn, and accepted for purchase, at or prior to the expiration date for the tender offers; excludes the accrued coupon payment (as set forth in the Offer to Purchase) and assumes an early settlement date of August 12, 2020 for such series of notes. |
| * | Denotes a series of notes for which the calculation of the applicable total consideration has been performed using the value of such notes as determined at the applicable price determination time (as set forth in the Offer to Purchase) as if the principal amount of such notes had been due on the applicable par call date. |
The maximum aggregate principal amount of AT&T’s Floating Rate Global Notes due 2021 (July) that will be accepted is $1,214,359,000, the maximum aggregate principal amount of AT&T’s Floating Rate Global Notes due 2024 that will be accepted is $2,134,873,000, and the maximum aggregate principal amount of AT&T’s 3.400% Global Notes due 2025 that will be accepted is $2,675,326,000 (collectively, the “Maximum Tender Amounts”). AT&T is offering to purchase, up to such Maximum Tender Amounts, the notes specified in the table above from the holders of any such notes. AT&T reserves the right, subject to applicable law, to further increase or to decrease any or all of the Maximum Tender Amounts.
Only holders of notes who validly tendered their notes at or before 5:00 p.m., New York City time, on the early tender deadline of August 7, 2020, who did not validly withdraw their tenders and whose notes were accepted for purchase, will receive the applicable early tender premium set forth in the table above.
As of the early tender deadline, the Maximum Tender Amounts of each series of notes was met. As such, no additional notes tendered after the early tender deadline will be accepted.
Holders will also receive accrued and unpaid interest on the notes accepted for purchase from the last interest payment date for such notes to, but not including, the date AT&T makes payment for such notes, which is anticipated to be August 12, 2020, with respect to notes that were validly tendered and were not properly withdrawn at or prior to the early tender deadline.
The offers will expire at 11:59 p.m., New York City time, on August 21, 2020. The withdrawal deadline occurred at 5:00 p.m., New York City time, on August 7, 2020.
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The tender offers described herein are being made solely by the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law.
Neither the communication of this press release, the Offer to Purchase or any other offer materials relating to the tender offers is being made, and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, this press release, the Offer to Purchase and such documents and/or materials are not being distributed to, and must not be passed on to persons in the United Kingdom other than (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (b) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (such persons together being “relevant persons”). This press release and the Offer to Purchase are only available to relevant persons and the transactions contemplated herein will be available only to, or engaged in only with relevant persons, and must not be relied or acted upon by persons other than relevant persons.
Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as the Joint-Lead Dealer Managers for the tender offers. For additional information regarding the terms of the offers, please contact Deutsche Bank Securities Inc. at (866) 627-0391 (toll free) or (212) 250-2955 (collect), Goldman Sachs & Co. LLC at (212) 902-6351 (collect) or by email at GS-LM-NYC@gs.com, J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3424 (collect) or Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or (212) 761-1057 (collect). Global Bondholder Services Corporation is acting as the tender agent and information agent for the tender offers. Questions or requests for assistance related to the tender offers or for additional copies of the Offer to Purchase may be directed to Global Bondholder Services Corporation at (866) 470-3900 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the tender offers. The Offer to Purchase can be accessed at the following link: https://gbsc-usa.com/registration/att.
###
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this news release contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in AT&T’s filings with the Securities and Exchange Commission and the Offer to Purchase related to the tender offers. AT&T disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.