UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 9, 2017
AT&T INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-8610 | 43-1301883 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 208 S. Akard St., Dallas, Texas | 75202 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (210) 821-4105
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)) |
| Item 8.01 | Other Events. |
Throughout this document, AT&T Inc. is referred to as “AT&T.” On February 9, 2017, AT&T closed its sale of $1,250,000,000 principal amount of its 3.200% Global Notes due 2022 (the “2022 Notes”), $750,000,000 principal amount of its 3.800% Global Notes due 2024 (the “2024 Notes”), $2,000,000,000 principal amount of its 4.250% Global Notes due 2027 (the “2027 Notes”), $3,000,000,000 principal amount of its 5.250% Global Notes due 2037 (the “2037 Notes”), $2,000,000,000 principal amount of its 5.450% Global Notes due 2047 (the “2047 Notes”), and $1,000,000,000 principal amount of its 5.700% Global Notes due 2057 (the “2057 Notes” and, together with the 2022 Notes, 2024 Notes, 2027 Notes, 2037 Notes and 2047 Notes, the “Notes”) pursuant to the Underwriting Agreement, dated January 31, 2017 (the “Underwriting Agreement”), between AT&T and Barclays Capital Inc., Citigroup Global Markets Inc., and Deutsche Bank Securities Inc., as the representatives of 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 (the “Act”) pursuant to a Registration Statement on Form S-3 (No. 333-209718) previously filed with the Securities and Exchange Commission (the “Commission”) under the Act. Copies of the Underwriting Agreement, the form of Notes and the opinion of our Associate General Counsel 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 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 January 31, 2017 | |
| 4.1 | Form of 3.200% Global Note due 2022 | |
| 4.2 | Form of 3.800% Global Note due 2024 | |
| 4.3 | Form of 4.250% Global Note due 2027 | |
| 4.4 | Form of 5.250% Global Note due 2037 | |
| 4.5 | Form of 5.450% Global Note due 2047 | |
| 4.6 | Form of 5.700% Global Note due 2057 | |
| 5.1 | Opinion of Mr. Wayne A. Wirtz, Vice President, Associate General Counsel and Assistant Secretary, AT&T Inc., as to the validity of the Notes | |
| 23.1 |
Consent of Mr. Wayne A. Wirtz, Vice President, Associate General Counsel and Assistant Secretary (included in Exhibit 5.1) | |
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: February 9, 2017 | By: | /s/ George B. Goeke | ||
| George B. Goeke | ||||
| Senior Vice President and Treasurer | ||||