Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Throughout this document, AT&T Inc. is referred to as "AT&T." On January 29,
2021, as previously disclosed on AT&T's Current Report on Form 8-K, filed with
the SEC on February 1, 2021 (the "Term Loan 8-K"), AT&T entered into a $14.7
billion Term Loan Credit Agreement (the "Term Loan"), with Bank of America,
N.A., as agent. On March 23, 2021, AT&T borrowed $7.35 billion under the delayed
draw Term Loan and the remaining $7.35 billion of lenders' commitments under the
delayed draw Term Loan were terminated.
The disclosure set forth in the Term Loan 8-K under "Item 1.01. Entry into a
Material Definitive Agreement" is incorporated by reference herein.
Item 8.01 Other Events.
On March 23, 2021, AT&T closed its sale of $2,250,000,000 principal amount of
its 0.900% Global Notes due 2024, $3,000,000,000 principal amount of its 1.700%
Global Notes due 2026 and $750,000,000 principal amount of its Floating Rate
Global Notes due 2024 (together, the "Notes") pursuant to an Underwriting
Agreement, dated March 19, 2021 (the "Underwriting Agreement"), between AT&T and
Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC
and Mizuho Securities USA 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 (the "Act"), 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.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed as part of this report:
(d) Exhibits
1.1 Underwriting Agreement, dated March 19, 2021
4.1 Form of 0.900% Global Notes due 2024
4.2 Form of 1.700% Global Notes due 2026
4.3 Form of Floating Rate Global Notes due 2024
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
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