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OFFON

AT&T INC.

(T)
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AT&T INC. : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

02/18/2020 | 04:15pm EDT

Item 3.03 Material Modification to Rights of Security Holders.

On February 18, 2020, AT&T Inc. (the "Company") closed the public offering of 20,000 shares of its Fixed Rate Reset Perpetual Preferred Securities, Series B (the "Series B") representing an aggregate liquidation preference of €2,000,000,000 and 70,000,000 depositary shares (the "Depositary Shares"), each such Depositary Share representing a 1/1,000th interest in a share of its 4.750% Perpetual Preferred Stock, Series C (the "Series C") representing an aggregate liquidation preference of $1,750,000,000. The Series B and the Depositary Shares were offered and sold pursuant to an effective shelf registration statement on Form S-3 (File No. 333-231404). If the Company fails to declare and pay (or set aside) the full accrued dividends on all classes of its preferred shares and any equally ranked stock through and including the most recently completed dividend period, the preferred shares restrict the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or shares of any other junior class or series of stock. In the event of partial payment or non-payment of full accrued dividends, the preferred shares restrict the distribution of assets upon any liquidation, dissolution or winding up of the Company. The terms of the securities are more fully described in, and this description is qualified in its entirety by reference to, the Certificate of Designations with respect to the Series B and the Certificate of Designations with respect to the Series C, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On February 14, 2020, the Company filed a Certificate of Designations with the Secretary of State of Delaware to establish the preferences, limitations and relative rights of the Series B. The Certificate of Designations with respect to the Series B became effective upon filing with the Secretary of State, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On February 14, 2020, the Company filed a Certificate of Designations with the Secretary of State of Delaware to establish the preferences, limitations and relative rights of the Series C. The Certificate of Designations with respect to the Series C became effective upon filing with the Secretary of State, and a copy is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

In connection with the sale of the Series B, the Company entered into an Underwriting Agreement with Deutsche Bank AG, London Branch, Banco Santander, S.A., Barclays Bank PLC, Credit Suisse Securities (Europe) Limited, Banco Bilbao Vizcaya Argentaria, S.A., Commerzbank Aktiengesellschaft and Société Générale, as the underwriters named therein, which is filed as Exhibit 1.1 hereto.

The opinion of the Company's Vice President - Associate General Counsel and Assistant Secretary relating to the validity of the Series B is filed as Exhibit 5.1 to this Current Report on Form 8-K.

In connection with the sale of the Depositary Shares, the Company entered into an Underwriting Agreement with Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., RBC Capital Markets, LLC, J.P. Morgan Securities LLC and UBS Securities LLC, as representatives of the several underwriters named therein, which is filed as Exhibit 1.2 hereto.

On February 18, 2020, in connection with the issuance of the Depositary Shares, the Company entered into a Deposit Agreement among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively as depositary, and the holders from time to time of the depositary receipts described therein. A copy of the Deposit Agreement is filed as Exhibit 4.3 to this Current Report on Form 8-K, and the form of depositary receipt evidencing the Depositary Shares is included as Exhibit A to the Deposit Agreement.

The opinion of the Company's Vice President - Associate General Counsel and Assistant Secretary relating to the validity of the Depositary Shares and the Series C is filed as Exhibit 5.2 to this Current Report on Form 8-K.

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Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed as part of this report:


(d) Exhibits


 Exhibit
 Number       Description



   1.1        Underwriting Agreement, dated February 12, 2020, between the Company
            and Deutsche Bank AG, London Branch, Banco Santander, S.A., Barclays
            Bank PLC, Credit Suisse Securities (Europe) Limited, Banco Bilbao
            Vizcaya Argentaria, S.A., Commerzbank Aktiengesellschaft and Société
            Générale, as the several underwriters named therein.

   1.2        Underwriting Agreement, dated February 12, 2020, between the Company
            and Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, BofA
            Securities, Inc., RBC Capital Markets, LLC, J.P. Morgan Securities LLC
            and UBS Securities LLC, as representatives of the several underwriters
            named therein.

   3.1        Certificate of Designations with respect to the Series B.

   3.2        Certificate of Designations with respect to the Series C.

   4.1        Certificate of Designations with respect to the Series B, filed as
            Exhibit 3.1.

   4.2        Certificate of Designations with respect to the Series C, filed as
            Exhibit 3.2.

   4.3        Deposit Agreement, dated February 18, 2020, among the Company,
            Computershare Inc. and Computershare Trust Company, N.A., collectively,
            as depositary, and the holders from time to time of the depositary
            receipts described therein.

   4.4        Form of Depositary Receipt (included as Exhibit A to Exhibit 4.3).

   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
            Series B.

   5.2        Opinion of Mr. Wayne A. Wirtz, Vice President - Associate General
            Counsel and Assistant Secretary, AT&T Inc., as to the validity of the
            Depositary Shares and Series C.

  23.1        Consent of Mr. Wayne A. Wirtz, Vice President - Associate General
            Counsel and Assistant Secretary, AT&T Inc. (included in Exhibit 5.1)
            (with respect to the Series B).

  23.2        Consent of Mr. Wayne A. Wirtz, Vice President - Associate General
            Counsel and Assistant Secretary, AT&T Inc. (included in Exhibit 5.2)
            (with respect to the Depositary Shares and the Series C).

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

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