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Item 1.01
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Entry into a Material Definitive Agreement.
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Throughout this document, AT&T Inc. is referred to as “AT&T” or the “Company.” On December 11, 2019, the Company and NCWPCS MPL Holdings, LLC, an indirect subsidiary of the Company (the “Issuer”), entered into agreements with MUFG Bank, LTD., New York Branch (“MUFG”), Intesa Sanpaolo S.p.A., SG Mortgage Finance Corp., Wells Fargo Bank, N.A., Banco Santander, S.A., New York Branch, Sumitomo Mitsui Banking Corporation, Royal Bank of Canada, and Banco Bilbao Vizcaya Argentaria, S.A., New York Branch (together with MUFG, the “Investors”), to sell (via private placement) Class A-2 limited membership interests in the Issuer to the Investors for $4.5 billion (the “December Transaction”). The Issuer holds assets related to certain wireless communication sites (including potential proceeds from end-of-lease tower purchase options) owned by subsidiaries of the Issuer. The December Transaction expanded the September 26, 2019 transaction involving the sale by the Issuer of Class A-1 limited membership interests to MUFG for $1.5 billion (via private placement), as reported on AT&T’s Current Report on Form 8-K filed on October 9, 2019. As part of the December Transaction, AT&T and its subsidiaries contributed financial assets and additional assets related to wireless communication sites to the Issuer. The additional assets related to wireless communication sites were the subject of either the 2014 transaction with Vertical Bridge Holdings, LLC and Vertical Bridge Towers, or the 2000 transaction with Spectrasite Holdings, Inc. and Southern Towers.
The Class A-1 limited membership interests entitle MUFG to receive cumulative quarterly distributions at a per annum rate of 5.0% and the Class A-2 limited membership interests entitle the Investors other than MUFG to receive cumulative quarterly distributions at a per annum rate of 4.75%. The distributions are payable to the Investors, as and when declared, on each February 1, May 1, August 1 and November 1. The per annum rates for the Class A-1 and Class A-2 limited membership interests (together, the “Class A limited membership interests”) will be reset after 5 years. The Issuer has the option to redeem the outstanding Class A limited membership interests any time after September 26, 2024. After September 26, 2024, the Class A limited membership interests are subject to a mandatory remarketing period designed to reprice the rate of the quarterly distributions. After four unsuccessful consecutive attempts to remarket the Class A limited membership interests, the Issuer will be subject to liquidation.
The Second Amended and Restated Limited Liability Company Agreement of the Issuer (the “LLC Agreement”), which governs the Class A limited membership interests, contains certain negative and affirmative covenants and requires the Issuer to hold, among other things, permitted assets such that the ratio of the value of permitted assets to the unrecovered capital of the Class A limited membership interests is at least 2 to 1. Permitted assets include the subsidiary entities that own or lease the wireless telecommunication sites and promissory notes issued by AT&T. Notice events under the LLC Agreement, which could result in the liquidation of the Issuer, include (1) the failure to make quarterly distributions in respect of the Class A limited membership interests on two or more distribution dates; (2) the failure of the Issuer to meet the portfolio requirements under the LLC Agreement; (3) breaches of certain covenants contained in the LLC Agreement; (4) material breaches of representations and warranties made by the Issuer, its managing member, AT&T or its subsidiaries; or (5) as noted above, four unsuccessful consecutive attempts to remarket the Class A limited membership interests.
The terms of the Class A limited membership interests are more fully described in, and this description is qualified in its entirety by reference to, the LLC Agreement, a copy of which is filed as Exhibit 10.01 to this Current Report on Form 8-K and is incorporated herein by reference.
AT&T will use the proceeds from the December Transaction for general corporate purposes, including share repurchases and paying down outstanding debt. The December Transaction is not expected to have any impact on the operation of wireless communication sites and related assets held by the Issuer and its subsidiaries. The December Transaction is consistent with AT&T’s plans to monetize non-strategic assets as it de-levers its balance sheet.
From time to time, the Investors or their affiliates provide investment banking services to AT&T.