Current Report Filing (8-k)
May 19 2017 - 4:39PM
Edgar (US Regulatory)
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) May 19, 2017
AT&T INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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1-8610
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43-1301883
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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208 S. Akard St., Dallas, Texas
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75202
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 8.01 Other Events.
Throughout this document, AT&T Inc. is referred to as AT&T. On May 19, 2017, AT&T closed its sale of $1,500,000,000 principal
amount of its Floating Rate Global Notes due 2021 (the Notes) pursuant to an Underwriting Agreement, dated May 16, 2017 (the Underwriting Agreement), between AT&T and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as the representative of the Underwriter. 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 Note 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
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1.1
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Underwriting Agreement, dated May 16, 2017
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4.1
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Form of Floating Rate Global Note due 2021
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5.1
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Opinion of Mr. Wayne A. Wirtz, Vice President - Associate General Counsel and Assistant Secretary, AT&T Inc., as to the validity of the Notes
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23.1
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Consent of Mr. Wayne A. Wirtz, Vice President - Associate General Counsel and Assistant Secretary (included in Exhibit 5.1)
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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.
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AT&T INC.
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Date: May 19, 2017
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By:
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/s/ George B. Goeke
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George B. Goeke
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Senior Vice President and Treasurer
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