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 2, 2018
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)) |
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 1.01. Entry into a Material Definitive Agreement.
On February 2, 2018, AT&T Inc. (the “Company”) entered into a letter amendment (the “Term Loan Amendment”) to the $10,000,000,000 Term Loan Credit Agreement, dated as of November 15, 2016 (the “Credit Agreement”), among the Company, the lenders named therein and JPMorgan Chase Bank, N.A., as agent.
Pursuant to the Term Loan Amendment, the Tranche A Commitment (as defined in the Credit Agreement) was increased from $5,000,000,000 to $8,087,500,000 and the Tranche B Commitment (as defined in the Credit Agreement) was increased from $5,000,000,000 to $8,087,500,000. In addition, the Commitment Termination Date (as defined in the Credit Agreement) was extended to December 31, 2018.
As previously disclosed, advances made under the Credit Agreement will be used solely to finance a portion of the cash consideration to be paid in the merger of West Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, with and into Time Warner Inc., a Delaware corporation (“Time Warner”), the refinancing of debt of Time Warner and its subsidiaries and the payment of related fees and expenses.
The description of the Term Loan Amendment contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the Term Loan Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure under Item 1.01 is incorporated by reference into this Item 2.03.
ITEM 9.01. Financial Statements and Exhibits.
| 10.1 | Letter Amendment, dated as of February 2, 2018, among AT&T Inc., the lenders named therein and JPMorgan Chase Bank, N.A., as agent. | |
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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.
| Date: February 2, 2018 | AT&T INC. | |||||
| By: | /s/ George B. Goeke | |||||
| George B. Goeke | ||||||
| Senior Vice President and Treasurer | ||||||
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Exhibit 10.1
EXECUTION VERSION
LETTER AMENDMENT
Dated as of February 2, 2018
To the banks, financial institutions
and other institutional lenders
(collectively, the “ Lenders ”) party
to the Term Loan Credit Agreement referred to
below and to JPMorgan Chase Bank, N.A., as agent
(the “ Agent ”) for the Lenders
Ladies and Gentlemen:
We refer to the $10,000,000,000 Term Loan Credit Agreement dated as of November 15, 2016 (the “ Credit Agreement ”) among AT&T Inc. (the “ Borrower ”), the Lenders and the Agent. Capitalized terms not otherwise defined in this letter amendment (this “ Letter Amendment ”) have the same meanings as specified in the Credit Agreement.
You have indicated your willingness, on the terms and conditions stated below, to amend the Credit Agreement as herein set forth. Accordingly, it is hereby agreed by you and us as follows:
1. Amendments .
A. The Credit Agreement is hereby amended by replacing “$10,000,000,000” on the cover page thereto with “$16,175,000,000”.
B. The Credit Agreement is hereby further amended by amending and restating the definition of “Commitment Termination Date” in its entirety as follows:
“ Commitment Termination Date ” means December 31, 2018.
C. The Credit Agreement is hereby further amended by deleting (i) the last sentence of the definition of “Tranche A Commitment” and (ii) the last sentence of the definition of “Tranche B Commitment”.
D. The Credit Agreement is hereby further amended by amending and restating Schedule I thereto in its entirety as set forth in Exhibit A hereto.
2. Effectiveness . This Letter Amendment shall become effective as of the date first above written (such date, the “ Amendment Effective Date ”) when, and only when, the Agent shall have received counterparts of this Amendment executed by the undersigned and each Lender. This Letter Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.
3. Representations of the Borrower . The Borrower represents and warrants that after giving effect to this Letter Amendment, on and as of the date hereof, (i) the representations and warranties of the Borrower set forth in Article IV of the Credit Agreement are true and (ii) no Default has occurred and is continuing.
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4. Effect of Letter Amendment; Miscellaneous . The Credit Agreement and the Notes, except to the extent of the amendments specifically provided in Section 1 above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.
If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this Letter Amendment.
This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier or electronic communication shall be effective as delivery of a manually executed counterpart of this Letter Amendment.
This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
[ Signature Pages Follow ]
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| Very truly yours, | ||||
| AT&T INC. | ||||
| By | /s/ George B. Goeke | |||
| Name: | George B. Goeke | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Letter Amendment]
| Agreed as of the date first above written: | ||||
|
JPMORGAN CHASE BANK, N.A., as Agent and as Lender |
||||
| By | /s/ Bruce S. Borden | |||
| Name: | Bruce S. Borden | |||
| Title: | Executive Director | |||
[Signature Page to Letter Amendment]
| BANK OF AMERICA, N.A., as a Lender | ||||
| By | /s/ Eric Ridgway | |||
| Name: | Eric Ridgway | |||
| Title: | Director | |||
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender | ||||
| By | /s/ Lillian Kim | |||
| Name: | Lillian Kim | |||
| Title: | Director | |||
| BARCLAYS BANK PLC, as a Lender | ||||
| By | /s/ Chris Walton | |||
| Name: | Chris Walton | |||
| Title: | Director | |||
| MIZUHO BANK, LTD., as a Lender | ||||
| By | /s/ Daniel Guevara | |||
| Name: | Daniel Guevara | |||
| Title: | Authorized Signatory | |||
| BNP PARIBAS, as a Lender | ||||
| By | /s/ David L. Berger | |||
| Name: | David L. Berger | |||
| Title: | Director | |||
| By | /s/ Sang W. Han | |||
| Name: | Sang W. Han | |||
| Title: | Vice President | |||
| ROYAL BANK OF CANADA, as a Lender | ||||
| By | /s/ Scott Johnson | |||
| Name: | Scott Johnson | |||
| Title: | Authorized Signatory | |||
[Signature Page to Letter Amendment]
| BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH, as a Lender | ||||
| By | /s/ Mauricio Benitez | |||
| Name: | Mauricio Benitez | |||
| Title: | Executive Director | |||
| By | /s/ Veronica Incera | |||
| Name: | Veronica Incera | |||
| Title: | Managing Director | |||
| BANCO SANTANDER, S.A., New York Branch, as a Lender | ||||
| By | /s/ Rita Walz-Cuccioli | |||
| Name: | Rita Walz-Cuccioli | |||
| Title: | Executive Director | |||
| By | /s/ Terence Corcoran | |||
| Name: | Terence Corcoran | |||
| Title: | Senior Vice President | |||
| BANK OF CHINA, NEW YORK BRANCH, as a Lender | ||||
| By | /s/ Raymond Qiao | |||
| Name: | Raymond Qiao | |||
| Title: | Executive Vice President | |||
| COMMERZBANK AG, NEW YORK BRANCH, as a Lender | ||||
| By | /s/ Paolo de Alessandrini | |||
| Name: | Paolo de Alessandrini | |||
| Title: | Managing Director | |||
| By | /s/ Jonas Ryan | |||
| Name: | Jonas Ryan | |||
| Title: | Associate | |||
[Signature Page to Letter Amendment]
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender | ||||
| By | /s/ Judith Smith | |||
| Name: | Judith Smith | |||
| Title: | Authorized Signatory | |||
| By | /s/ Karim Rahimtoola | |||
| Name: | Karim Rahimtoola | |||
| Title: | Authorized Signatory | |||
| DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender | ||||
| By | /s/ Ming K. Chu | |||
| Name: | Ming K. Chu | |||
| Title: | Director | |||
| By | /s/ Virginia Cosenza | |||
| Name: | Virginia Cosenza | |||
| Title: | Vice President | |||
| GOLDMAN SACHS BANK USA, as a Lender | ||||
| By | /s/ Rebecca Kratz | |||
| Name: | Rebecca Kratz | |||
| Title: | Authorized Signatory | |||
| SOCIETE GENERALE, as a Lender | ||||
| By | /s/ Jonathan Logan | |||
| Name: | Jonathan Logan | |||
| Title: | Director | |||
| THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender | ||||
| By | /s/ Annie Dorval | |||
| Name: | Annie Dorval | |||
| Title: | Authorized Signatory | |||
[Signature Page to Letter Amendment]
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender | ||||
| By | /s/ Lindsey McGraw | |||
| Name: | Lindsey McGraw | |||
| Title: | Director | |||
| THE BANK OF NEW YORK MELLON, as a Lender | ||||
| By | /s/ William M. Feathers | |||
| Name: | William M. Feathers | |||
| Title: | Director | |||
| INTESA SANPAOLO S.P.A., as a Lender | ||||
| By | /s/ Glen Binder | |||
| Name: | Glen Binder | |||
| Title: | Global Relationship Manager | |||
| By | /s/ Christophe Hamonet | |||
| Name: | Christophe Hamonet | |||
| Title: | Regional Business Manager | |||
| U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||||
| By | /s/ Eugene Butera | |||
| Name: | Eugene Butera | |||
| Title: | Vice President | |||
[Signature Page to Letter Amendment]
EXHIBIT A TO THE
LETTER AMENDMENT
SCHEDULE I
COMMITMENTS
|
Name of Initial Lender |
Tranche A Commitments | Tranche B Commitments | ||
|
JPMorgan Chase Bank, N.A. |
$582,500,000 | $582,500,000 | ||
|
Bank of America, N.A. |
$582,500,000 | $582,500,000 | ||
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
$532,500,000 | $532,500,000 | ||
|
Barclays Bank PLC |
$532,500,000 | $532,500,000 | ||
|
Mizuho Bank, Ltd. |
$532,500,000 | $532,500,000 | ||
|
BNP Paribas |
$512,500,000 | $512,500,000 | ||
|
Royal Bank of Canada |
$462,500,000 | $462,500,000 | ||
|
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch |
$412,500,000 | $412,500,000 | ||
|
Banco Santander, S.A., New York Branch |
$412,500,000 | $412,500,000 | ||
|
Bank of China, New York Branch |
$412,500,000 | $412,500,000 | ||
|
Commerzbank AG New York Branch |
$412,500,000 | $412,500,000 | ||
|
Credit Suisse AG, Cayman Islands Branch |
$412,500,000 | $412,500,000 | ||
|
Deutsche Bank AG New York Branch |
$412,500,000 | $412,500,000 | ||
|
Goldman Sachs Bank USA |
$412,500,000 | $412,500,000 | ||
|
Societe Generale |
$412,500,000 | $412,500,000 | ||
|
The Toronto-Dominion Bank, New York Branch |
$412,500,000 | $412,500,000 | ||
|
Wells Fargo Bank, National Association |
$412,500,000 | $412,500,000 | ||
|
The Bank of New York Mellon |
$100,000,000 | $100,000,000 | ||
|
Intesa Sanpaolo S.p.A. New York Branch |
$62,500,000 | $62,500,000 | ||
|
U.S. Bank National Association |
$62,500,000 | $62,500,000 | ||
|
Total Commitments |
$8,087,500,000 | $8,087,500,000 |
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