UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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 30, 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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 30, 2017, AT&T closed its sale of CAD$600,000,000 principal amount of its 2.850% Global Notes due 2024 (the “2024 Notes”) and CAD$750,000,000 principal amount of its 4.850% Global Notes due 2047 (the “2047 Notes” and, together with the 2024 Notes, the “Notes”) pursuant to the Underwriting Agreement, dated May 17, 2017 (the “Underwriting Agreement”), between AT&T and RBC Dominion Securities Inc. and TD Securities Inc., as the several Underwriters. 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 FormS-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 Notes 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 Form8-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 May 17, 2017 | |
| 4.1 | Form of 2.850% Global Note due 2024 | |
| 4.2 | Form of 4.850% Global Note due 2047 | |
| 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.
| AT&T INC. | ||||||
| Date: May 30, 2017 | By: | /s/ George B. Goeke | ||||
| George B. Goeke | ||||||
| Senior Vice President and Treasurer | ||||||
