UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Securities Registered Pursuant to Section 12(b) of the Act
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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” or the “Company.” On September 26, 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”) to monetize, through the sale of preferred equity interests in the Issuer, assets related to certain wireless communication sites (including potential proceeds from end-of-lease tower purchase options) owned by subsidiaries of the Issuer. These sites were the subject of a 2013 transaction with Crown Castle International Corp. (“Crown Castle”), as reported on AT&T’s Current Report on Form 8-K filed on October 21, 2013. Pursuant to the agreements, the Issuer issued certain preferred equity interests to MUFG for $1.5 billion in a private placement (the “Transaction”). The preferred equity interests entitle MUFG to cumulative quarterly distributions at a per annum rate of 5.0% (to be reset after five years) as and when declared. The Issuer has the option to redeem the outstanding preferred equity interests after September 26, 2024.
AT&T will use the proceeds from the Transaction for general corporate purposes, including paying down outstanding debt. The Company is exploring expanding the offering by contributing additional assets to the Issuer, including other wireless communications sites and related end-of-lease tower purchase options. The 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 Transaction is consistent with AT&T’s plans to monetize non-strategic assets as it de-levers its balance sheet.
On October 8, 2019, AT&T provided irrevocable notice to The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), to redeem all the outstanding 4.700% Global Notes due November 10, 2044 with ISIN number XS1130524066 (the “Notes”), at par in accordance with the terms of the Indenture between AT&T and the Trustee dated as of May 15, 2013. Notice of the redemption will be delivered to the holders of the Notes on or around October 8, 2019. The redemption date for the Notes will be November 10, 2019 (the “Redemption Date”). Accrued but unpaid interest on the principal amount of the Notes will be paid to, but not including, the Redemption Date.
AT&T expects the aggregate cash payment for the redemption to be approximately $1.325 billion, including principal of $1.295 billion and accrued interest of $30 million. The redemption of the Notes is expected to be funded by cash on hand.
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.
| AT&T INC. | ||||||
| Date: October 9, 2019 |
By: |
/s/ George B. Goeke | ||||
| George B. Goeke | ||||||
| Senior Vice President and Treasurer | ||||||