Edgar Filing: AT&T INC.

Date: March 28, 2017

/s/ George B. Goeke

George B. Goeke

Senior Vice President and Treasurer

Form 8-K

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) March 28, 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 March 28, 2017, AT&T closed its sale of $800,000,000 principal amount of its Floating Rate Global Notes due 2020 (the “Notes”), of which an initial $500,000,000 was pursuant to an Underwriting Agreement, dated March 23, 2017 (the “First Underwriting Agreement”), between AT&T and J.P. Morgan Securities LLC, as the representative of the Underwriter, and an additional $300,000,000 was pursuant to an Underwriting Agreement, dated March 24, 2017 (the “Second Underwriting Agreement”), between AT&T and J.P. Morgan Securities LLC, 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 First Underwriting Agreement, the Second 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


1.1		Underwriting Agreement, dated March 23, 2017

1.2		Underwriting Agreement, dated March 24, 2017

4.1		Form of Floating Rate Global Note due 2020

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.