Item 1.02 Termination of a Material Definitive Agreement.

The disclosure under Item 8.01 with respect to the termination of the 2020 BAML Term Loan (as defined in Item 8.01) is incorporated by reference into this Item 1.02.




Item 8.01 Other Events.

Throughout this document, AT&T Inc. is referred to as "AT&T." On May 28, 2020, AT&T closed its sale of $2,500,000,000 principal amount of its 2.300% Global Notes due 2027, $3,000,000,000 principal amount of its 2.750% Global Notes due 2031, $2,500,000,000 principal amount of its 3.500% Global Notes due 2041, $3,000,000,000 principal amount of its 3.650% Global Notes due 2051 and $1,500,000,000 principal amount of its 3.850% Global Notes due 2060 (together, the "Notes") pursuant to an Underwriting Agreement, dated May 21, 2020, between AT&T and BofA Securities, Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as the representatives of 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 pursuant to a Registration Statement on Form S-3 (No. 333-231404) previously filed with the Securities and Exchange Commission under the Act. Copies of the Underwriting Agreement, the forms of Notes and the opinion of our Vice President - Associate General Counsel and Assistant Secretary 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 Securities and Exchange Commission certain items that are to be incorporated by reference into its Registration Statement.

On April 30, 2020, AT&T issued notices for the redemption in full of all of the outstanding $2,750,441,000 aggregate principal amount of the 2.450% Global Notes due June 30, 2020 issued by AT&T (CUSIP No. 00206RCL4). On May 28, 2020, AT&T issued notices for the redemption in full of all of the outstanding (i) $682,696,000 aggregate principal amount of the 4.600% Global Notes due February 15, 2021 issued by AT&T (CUSIP No. 00206RCZ3), (ii) $1,694,999,000 aggregate principal amount of the 2.800% Global Notes due February 17, 2021 issued by AT&T (CUSIP No. 00206RCR1), (iii) $853,159,000 aggregate principal amount of the 4.450% Global Notes due May 15, 2021 issued by AT&T (CUSIP No. 00206RAX0), (iv) $1,171,605,000 aggregate principal amount of the 3.875% Global Notes due August 15, 2021 (CUSIP No. 00206RAZ5) and (v) $1,430,000,000 aggregate principal amount of the 5.500% Global Notes due June 15, 2047 issued by AT&T (ISIN XS1572325683).

On May 26, 2020, AT&T gave notice of its intent to repay all of the (i) $5,500,000,000 aggregate outstanding principal amount under AT&T's Term Loan Credit Agreement, dated as of April 6, 2020, with Bank of America, N.A., as agent (the "2020 BAML Term Loan") and (ii) $400,000,000 aggregate outstanding principal amount of the Tranche A facility under AT&T's Term Loan Credit Agreement, dated as of September 20, 2019, with Bank of America, N.A., as agent (the "2019 BAML Term Loan"). On May 27, 2020, AT&T gave notice of its intent to repay all of the $400,000,000 aggregate outstanding principal amount of the Tranche B facility under the 2019 BAML Term Loan. After the repayments are applied, all outstanding borrowings and all unpaid fees under the 2020 BAML Term Loan and Tranche A and Tranche B of the 2019 BAML Term Loan will be paid in full and AT&T's respective commitments thereunder will be terminated.

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 21, 2020

        4.1          Form of 2.300% Global Notes due 2027

        4.2          Form of 2.750% Global Notes due 2031

        4.3          Form of 3.500% Global Notes due 2041

        4.4          Form of 3.650% Global Notes due 2051

        4.5          Form of 3.850% Global Notes due 2060

        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)

        104        The cover page from AT&T Inc.'s Current Report on Form 8-K, formatted
                   in Inline XBRL

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses