ITEM 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to, and subject to the terms and conditions set forth in, the
Contribution Agreement, among other matters, Services will cause the
contribution of the
The Contribution Agreement contains customary representations and warranties of Services, AT&T HoldCo, New DTV and the Video Business, generally subject to materiality qualifiers. Additionally, the Contribution Agreement provides for customary pre-closing covenants of New DTV and the Video Business, including covenants relating to the conduct of the Video Business in the ordinary course consistent with past practice and to refrain from taking certain actions without Investor's consent and covenants not to solicit proposals relating to alternative transactions.
Consummation of the transaction is subject to various conditions as set forth in
the Contribution Agreement. Services' obligation to consummate the transaction
is conditioned on specified regulatory clearances ("Regulatory Approvals")
without any condition or restriction that would, among other things, result in a
NewCo Substantial Detriment or an AT&T Substantial Detriment (each as defined in
the Contribution Agreement). Investor's obligation to consummate the transaction
is conditioned on the receipt of Regulatory Approvals without any condition or
restriction that would, among other things, result in a NewCo Substantial
Detriment or an Investor Substantial Detriment (each as defined in the
Contribution Agreement) and the Video Business not having suffered a Material
Adverse Effect (as defined in the Contribution Agreement). Further, the
obligation of each party to consummate the transaction is also conditioned upon
(i) the receipt of proceeds of the committed debt financing (which is subject to
customary conditions precedent) and (ii) the other party's representations and
warranties being true and correct (subject to certain materiality exceptions)
and the other party having performed in all material respects its obligations
under the Contribution Agreement. The committed debt financing contemplates
(i) a senior secured term loan facility of up to
The Contribution Agreement also provides for certain termination rights of
Services and Investor, including the right of either party to terminate the
Contribution Agreement if the transaction is not consummated by
The foregoing summary of the Contribution Agreement does not purport to be complete and is qualified in its entirety by the full text of the Contribution Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
The Contribution Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Investor, their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Contribution Agreement were made only for purposes of the Contribution Agreement and as of specific dates, were solely for the benefit of the parties to the Contribution Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Contribution Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Contribution Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Contribution Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
ITEM 8.01 Other Events.
On
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CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this filing contains forward-looking statements that
are subject to risks and uncertainties, including statements relating to the
transaction. A discussion of factors that may affect future results is contained
in the Company's filings with the
The Company disclaims any obligation to update or revise statements contained in this filing based on new information or otherwise.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits 10.1 Agreement of Contribution and Subscription, datedFebruary 25, 2021 , among Services,HoldCo , New DTV and Investor 99.1 Press Release, datedFebruary 25, 2021 , jointly issued by the Company and Investor 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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