AT&T INC. ITEM 1.01 Entry into a Material Definitive Agreement.
Spinco Term Loan
On
In the event advances are made under the Spinco Term Loan, those advances would
be used solely to finance a portion of the cash distribution by
Under the Spinco Term Loan, there are two tranches (Tranche 1 and Tranche 2) of
commitments in an aggregate amount of
The obligations of the lenders under the Spinco Term Loan to provide advances
will terminate on the earliest of (i) the termination of the Agreement and Plan
of Merger, dated
Advances would bear interest, at
• at a variable annual rate equal to: (1) the highest of (a) 0.5% per annum
above the federal funds rate (b) the prime rate quoted by The Wall Street
Journal, and (c) the London interbank offered rate applicable to dollars
for an interest period of one month plus 1.00%, plus (2) an applicable
margin, as set forth in the Spinco Term Loan (the "Applicable Margin for
Base Rate Advances"); or
• at a rate equal to: (i) the London interbank offered rate applicable to
dollars for an interest period of one, three or six months, as applicable
(the "LIBO Screen Rate"), or, if the LIBO Screen Rate is not available,
an interpolated rate determined by the agent pursuant to the Spinco Term
Loan (the "LIBO Interpolated Rate" and, together with the LIBO Screen
Rate, as applicable, the "LIBO Rate") for the applicable interest period,
plus (ii) an applicable margin, as set forth in the Spinco Term Loan (the
"Applicable Margin for Eurocurrency Rate Advances" and, together with the
Applicable Margin for Base Rate Advances, the "Applicable Margin").
The Applicable Margin for Eurocurrency Rate Advances of the Tranche 1 loans will
be 0.750% to 1.500% per annum depending on
Commencing on
In the event the Debt Ratings are split by S&P and Moody's, then the Applicable
Margin and Ticking Fee (collectively, the "Applicable Rates") will be determined
by the higher of the two ratings, except that in the event the lower of such
ratings is more than one level below the higher of such ratings, then the
Applicable Rates will be determined based on the level that is one level below
the higher of such ratings. In the event that
--------------------------------------------------------------------------------
The availability of advances under the Spinco Term Loan are conditioned on the following (the first date all the following conditions are satisfied or waived, the "Closing Date"):
• the delivery of an officer's certificate from Spinco certifying that
(a) the conditions to the Combination set forth in the Merger Agreement
and conditions to the Contribution and Distribution set forth in the
Contribution and Distribution set forth in the Separation and
Distribution Agreement, dated May 17, 2021 (the "Separation Agreement"),
by and among the Company, Spinco and Discovery, in each case, other than
such conditions that by their nature are to be satisfied upon the closing
of such transaction, have been satisfied or waived or are expected to be
satisfied and waived on the Closing Date or one business day thereafter;
• the absence of a material adverse effect of Discovery;
• payment of fees and expenses due under the Spinco Term Loan;
• delivery of certain historical and pro forma financial information of the
Spinoff Business and Discovery;
• the absence of material breaches of certain representations and
warranties under the Spinco Term Loan and the Merger Agreement; and
• certain customary documentation requirements.
The outstanding aggregate principal amount of any Tranche 1 loans made to
The Spinco Term Loan contains certain representations and warranties and
covenants, including limitations on liens, investments, indebtedness,
dispositions, transactions with affiliates, dividends and other restricted
payments and certain burdensome agreements and financial maintenance covenants
that
Events of default under the Spinco Term Loan, which, if occurring after the advances are made, would result in the acceleration of or permit the lenders to accelerate, as applicable, required payment under the Spinco Term Loan, include, among others, nonpayment of principal, interest or other amounts, failure to perform covenants, inaccuracy of representations or warranties in any material respect, cross-defaults with other material indebtedness, certain undischarged judgments, the occurrence of certain ERISA or bankruptcy or insolvency events, inability to pay debts or attachments or the occurrence of a change in control (as defined in the Spinco Term Loan) or a material provision of the Spinco Term Loan ceases to be in effect.
Prior to the closing date, only a bankruptcy or insolvency event of default with
respect to
The description of the Spinco Term Loan contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the Spinco Term Loan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Amendment No. 1 to the Term Loan Credit Agreement . . .
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
To the extent required by Item 2.03 of Form 8-K, the information set forth in Item 1.01 above is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits 10.1$10,000,000,000 Term Loan Credit Agreement, dated as ofJune 4, 2021 , amongMagallanes, Inc. , the lenders named therein andJPMorgan Chase Bank, N.A ., as agent. 10.2 Amendment No. 1, dated as ofJune 4, 2021 , to the Term Loan Credit Agreement, dated as ofJanuary 29, 2021 , amongAT&T Inc. , the lenders named therein andBank of America, N.A ., as agent. 10.3 Amendment No. 1, dated as ofJune 4, 2021 , to the$7,500,000,000 Amended and Restated Credit Agreement, datedNovember 17, 2020 , amongAT&T , certain lenders named therein andCitibank, N.A ., as agent. 10.4 Amendment No. 2, dated as ofJune 4, 2021 , to the$7,500,000,000 Five Year Credit Agreement, datedDecember 11, 2018 , amongAT&T , certain lenders named therein andCitibank, N.A ., as agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source
