Edgar Filing: AT&T INC.

Date: August 27, 2018

/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) August 27, 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 8.01

Other Events.

On August 27, 2018, the applicable subsidiaries of AT&T Inc. (“AT&T”) issued notices for the redemption in full of all of the outstanding (i) $58 million aggregate principal amount of the 5.875% Senior Notes due October 1, 2019 issued by DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. (CUSIP No. 25459HAU9; the “5.875% Notes”), (ii) $57 million aggregate principal amount of the 5.200% Senior Notes due March 15, 2020 issued by DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. (CUSIP Nos. 25459HAT2, 25459HAR6 and U25398AH8; the “5.200% Notes”) and (iii) $1.4 billion aggregate principal amount of the 4.875% Notes due March 15, 2020 issued by Time Warner Inc. (CUSIP No. 887317AF2; the “4.875% Notes” and, together with the 5.875% Notes and the 5.200% Notes, the “Notes”).

The Notes will be redeemed on September 27, 2018 at “make-whole” redemption prices as set forth in the respective Notes. On and after the date of redemption, the Notes will no longer be deemed outstanding, interest on the Notes will cease to accrue and all rights of the holders of the Notes will terminate, except for the right to receive the redemption payment upon surrender of the Notes. The notices of redemption specifying the terms, conditions and procedures for the respective redemptions are available through The Depository Trust Company or The Bank of New York Mellon, located at 111 Sanders Creek Parkway, East Syracuse, NY 13057, as paying agent for the Notes. The foregoing does not constitute a notice of redemption for the Notes.

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.