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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) December 28,
2021
______________________________________________________
AT&T INC.
(Exact Name of Registrant as Specified in Charter)
______________________________________________________
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Delaware |
001-08610 |
43-1301883 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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208 S. Akard St., Dallas, Texas
(Address of Principal Executive Offices)
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75202
(Zip Code)
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Registrant’s telephone number, including area code (210)
821-4105
(Former Name or Former Address, if Changed Since Last
Report)
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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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the
Act
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Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
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Common Shares (Par Value $1.00 Per Share) |
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T |
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New York Stock Exchange |
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Depositary Shares, each representing a 1/1000th interest in a share
of 5.000% Perpetual Preferred Stock, Series A |
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T PRA |
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New York Stock Exchange |
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Depositary Shares, each representing a 1/1000th interest in a share
of 4.750% Perpetual Preferred Stock, Series C |
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T PRC |
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New York Stock Exchange |
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AT&T Inc. 2.650% Global Notes due December 17, 2021 |
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T 21B |
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New York Stock Exchange |
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AT&T Inc. 1.450% Global Notes due June 1, 2022 |
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T 22B |
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New York Stock Exchange |
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AT&T Inc. 2.500% Global Notes due March 15, 2023 |
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T 23 |
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New York Stock Exchange |
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AT&T Inc. 2.750% Global Notes due May 19, 2023 |
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T 23C |
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New York Stock Exchange |
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Title of each class |
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Trading
Symbol(s)
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Name of each exchange
on which registered
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AT&T Inc. Floating Rate Global Notes due September 5,
2023 |
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T 23D |
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New York Stock Exchange |
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AT&T Inc. 1.050% Global Notes due September 5, 2023 |
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T 23E |
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New York Stock Exchange |
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AT&T Inc. 1.300% Global Notes due September 5, 2023 |
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T 23A |
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New York Stock Exchange |
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AT&T Inc. 1.950% Global Notes due September 15,
2023 |
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T 23F |
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New York Stock Exchange |
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AT&T Inc. 2.400% Global Notes due March 15, 2024 |
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T 24A |
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New York Stock Exchange |
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AT&T Inc. 3.500% Global Notes due December 17, 2025 |
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T 25 |
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New York Stock Exchange |
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AT&T Inc. 0.250% Global Notes due March 4, 2026 |
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T 26E |
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New York Stock Exchange |
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AT&T Inc. 1.800% Global Notes due September 5, 2026 |
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T 26D |
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New York Stock Exchange |
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AT&T Inc. 2.900% Global Notes due December 4, 2026 |
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T 26A |
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New York Stock Exchange |
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AT&T Inc. 1.600% Global Notes due May 19, 2028 |
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T 28C |
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New York Stock Exchange |
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AT&T Inc. 2.350% Global Notes due September 5, 2029 |
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T 29D |
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New York Stock Exchange |
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AT&T Inc. 4.375% Global Notes due September 14,
2029 |
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T 29B |
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New York Stock Exchange |
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AT&T Inc. 2.600% Global Notes due December 17, 2029 |
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T 29A |
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New York Stock Exchange |
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AT&T Inc. 0.800% Global Notes due March 4, 2030 |
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T 30B |
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New York Stock Exchange |
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AT&T Inc. 2.050% Global Notes due May 19, 2032 |
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T 32A |
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New York Stock Exchange |
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AT&T Inc. 3.550% Global Notes due December 17, 2032 |
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T 32 |
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New York Stock Exchange |
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AT&T Inc. 5.200% Global Notes due November 18, 2033 |
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T 33 |
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New York Stock Exchange |
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AT&T Inc. 3.375% Global Notes due March 15, 2034 |
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T 34 |
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New York Stock Exchange |
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AT&T Inc. 2.450% Global Notes due March 15, 2035 |
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T 35 |
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New York Stock Exchange |
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AT&T Inc. 3.150% Global Notes due September 4, 2036 |
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T 36A |
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New York Stock Exchange |
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AT&T Inc. 2.600% Global Notes due May 19, 2038 |
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T 38C |
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New York Stock Exchange |
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AT&T Inc. 1.800% Global Notes due September 14,
2039 |
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T 39B |
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New York Stock Exchange |
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AT&T Inc. 7.000% Global Notes due April 30, 2040 |
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T 40 |
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New York Stock Exchange |
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AT&T Inc. 4.250% Global Notes due June 1, 2043 |
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T 43 |
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New York Stock Exchange |
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AT&T Inc. 4.875% Global Notes due June 1, 2044 |
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T 44 |
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New York Stock Exchange |
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AT&T Inc. 4.000% Global Notes due June 1, 2049 |
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T 49A |
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New York Stock Exchange |
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AT&T Inc. 4.250% Global Notes due March 1, 2050 |
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T 50 |
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New York Stock Exchange |
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AT&T Inc. 3.750% Global Notes due September 1, 2050 |
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T 50A |
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New York Stock Exchange |
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AT&T Inc. 5.350% Global Notes due November 1, 2066 |
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TBB |
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New York Stock Exchange |
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AT&T Inc. 5.625% Global Notes due August 1, 2067 |
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TBC |
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New York Stock Exchange |
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.
As previously announced, on May 17, 2021, AT&T Inc., a Delaware
corporation (the “Company” or “AT&T”), and Magallanes, Inc., a
Delaware corporation and wholly owned subsidiary of the Company
(“Spinco”), entered into certain definitive agreements with
Discovery, Inc., a Delaware corporation (“Discovery”), and Drake
Subsidiary, Inc., a Delaware corporation and wholly owned
subsidiary of Discovery (“Merger Sub”), including
(1) an Agreement and Plan of Merger (the “Merger Agreement”), by
and among the Company, Spinco, Discovery and Merger Sub, and (2) a
Separation and Distribution Agreement (the “Separation Agreement”),
by and among the Company, Spinco and Discovery.
The definitive agreements provide for a transaction pursuant to
which, subject to the terms and conditions of the agreements, the
Company will transfer the business, operations and activities that
constitute the WarnerMedia segment of the Company, subject to
certain exceptions (as set forth in the Separation Agreement), to
Spinco (the “Separation”). In connection with the Separation,
Spinco will remain obligated for certain debt of the existing
WarnerMedia business, make a cash payment to the Company, and in
certain circumstances issue certain debt securities to the Company.
After the Separation, the Company will distribute to its
stockholders the shares of common stock, par value $0.01 per share,
of Spinco (the “Spinco Common Stock”) held by the Company by way of
either a pro rata dividend or an exchange offer (the
“Distribution”). After the Distribution, Merger Sub will be merged
with and into Spinco, with Spinco as the surviving entity and a
wholly owned subsidiary of Discovery (the “Merger”). Following the
completion of the Merger, holders of the shares of common stock,
par value $1.00 per share, of the Company (the “Company Common
Stock”) (as holders of Spinco Common Stock immediately following
the Distribution) will own approximately 71% of the outstanding
capital stock of Discovery on a fully diluted basis (computed using
the treasury method). The transactions are expected to be tax-free
to stockholders of the Company for U.S. federal income tax
purposes, except to the extent that cash is paid to stockholders of
the Company in lieu of fractional shares in the Distribution or the
Merger.
As contemplated by the Merger Agreement, AT&T submitted to the
Internal Revenue Service (the “IRS”) a request for a private letter
ruling from the IRS (a “Private Letter Ruling”). On December 28,
2021, the Company received a favorable Private Letter Ruling from
the IRS regarding the qualification of the contribution of the
WarnerMedia business to SpinCo pursuant to the Separation, the
Distribution and certain related transactions for their intended
tax treatments.
Cautionary Statement Concerning Forward-Looking
Statements
Information set forth in this communication, including financial
estimates and statements as to the expected timing, completion and
effects of the proposed transaction between AT&T, Spinco and
Discovery constitute forward-looking statements within the meaning
of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These estimates and statements are subject to
risks and uncertainties, and actual results might differ
materially. Such estimates and statements include, but are not
limited to, statements about the benefits of the transaction,
including future financial and operating results, the combined
Spinco and Discovery company’s plans, objectives, expectations and
intentions, and other statements that are not historical facts.
Such statements are based upon the current beliefs and expectations
of the management of AT&T and Discovery and are subject to
significant risks and uncertainties outside of our control. Among
the risks and uncertainties that could cause actual results to
differ from those described in the forward-looking statements are
the following: the occurrence of any event, change or other
circumstances that could give rise to the termination of the
proposed transaction; the risk that Discovery stockholders may not
approve the transaction proposals; the risk that the necessary
regulatory approvals may not be obtained or may be obtained subject
to conditions that are not anticipated; risks that any of the other
closing conditions to the proposed transaction may not be satisfied
in a timely manner; risks that, notwithstanding receipt of a
private letter ruling, the anticipated tax treatment of the
proposed transaction is not obtained; risks related to potential
litigation brought in connection with the proposed transaction;
uncertainties as to the timing of the consummation of the proposed
transaction; risks and costs related to the implementation of the
separation of Spinco, including timing anticipated to complete the
separation, any changes to the configuration of the businesses
included in the separation if implemented; the risk that the
integration of Discovery and Spinco being more difficult, time
consuming or costly than expected; risks related to financial
community and rating agency perceptions of each of AT&T and
Discovery and its business, operations, financial condition and the
industry in which it operates; risks related to disruption of
management time from ongoing business operations due to the
proposed merger; failure to realize the benefits expected from the
proposed merger; effects of the announcement, pendency or
completion of the proposed merger on the ability of AT&T,
Spinco or Discovery to retain customers and retain and hire key
personnel and maintain relationships with their suppliers, and on
their operating results and businesses generally; and risks related
to the potential impact of general economic, political and market
factors on the companies or the proposed transaction. The effects
of the COVID-19 pandemic may give rise to risks that are currently
unknown or amplify the risks associated with the foregoing
factors.
These risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the proxy
statement/prospectus included in the registration statements filed
with the SEC in connection with the proposed transaction.
Discussions of additional risks and uncertainties are contained in
AT&T’s and Discovery’s filings with the Securities and Exchange
Commission. Neither AT&T nor Discovery is under any obligation,
and each expressly disclaims any obligation, to update, alter, or
otherwise revise any forward-looking statements, whether written or
oral, that may be made from time to time, whether
as a result of new information, future events, or otherwise.
Persons reading this announcement are cautioned not to place undue
reliance on these forward-looking statements which speak only as of
the date hereof.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed transaction between AT&T, Spinco, and
Discovery. In connection with the proposed transaction, on November
18, 2021 AT&T, Spinco and Discovery filed relevant materials
with the Securities and Exchange Commission (“SEC”), including a
registration statement on Form S-4 by Discovery containing a
preliminary prospectus of Discovery that also constitutes a
preliminary proxy statement of Discovery, and a registration
statement on Form S‑4 and Form S-1 by Spinco containing a
preliminary prospectus of Spinco. The information in each
preliminary prospectus and the preliminary proxy statement is not
complete and may be changed. This communication is not a substitute
for the registration statements, proxy statement/prospectus or any
other document which AT&T, Spinco or Discovery may file with
the SEC. STOCKHOLDERS OF AT&T AND DISCOVERY ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain copies of the
proxy statement/prospectus as well as other filings containing
information about AT&T, Spinco and Discovery, without charge,
at the SEC’s website, http://www.sec.gov. Copies of documents filed
with the SEC by AT&T or Spinco will be made available free of
charge on AT&T’s investor relations website at
https://investors.att.com. Copies of documents filed with the SEC
by Discovery will be made available free of charge on Discovery’s
investor relations website at
https://ir.corporate.discovery.com/investor-relations.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to sell, or the
solicitation of an offer to subscribe for or buy, or a solicitation
of any vote or approval in any jurisdiction, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
which such offer, sale or solicitation would be unlawful, prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
Participants in Solicitation
AT&T and its directors and executive officers, and Discovery
and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from the holders of
Discovery capital stock and/or the offering of Discovery securities
in respect of the proposed transaction. Information about the
directors and executive officers of AT&T is set forth in the
proxy statement for AT&T’s 2021 Annual Meeting of Stockholders,
which was filed with the SEC on March 11, 2021. Information about
the directors and executive officers of Discovery is set forth in
the proxy statement for Discovery’s 2021 Annual Meeting of
Stockholders, which was filed with the SEC on April 30, 2021.
Investors may obtain additional information regarding the interest
of such participants by reading the proxy statement/prospectus
regarding the proposed transaction when it becomes
available.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished as part of this
report:
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(d)
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Exhibits
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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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: December 29, 2021
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By:
/s/ Pascal Desroches
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Pascal Desroches
Senior Executive Vice President
and Chief Financial Officer
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