UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 21, 2025, Forged Fiber 37, LLC (“NetworkCo”), an indirect wholly owned subsidiary of AT&T Inc. (“AT&T” or the “Company”), and AT&T DW Holdings, Inc. (“Guarantor”), an indirect wholly owned subsidiary of AT&T, entered into a definitive Purchase Agreement (the “Agreement”) with Lumen Technologies, Inc. (“Lumen”) and certain of Lumen’s indirect wholly owned subsidiaries (collectively, the “Sellers”). The Agreement governs the acquisition by NetworkCo of all of the issued and outstanding equity interests of five newly formed, wholly owned subsidiaries of the Sellers (collectively, the “Companies”). Following a series of pre-closing restructuring transactions by Lumen and the Sellers, the Companies will own substantially all of Lumen’s mass markets fiber-to-the-premises network assets and related operations in Arizona, Colorado, Florida, Idaho, Iowa, Minnesota, Nebraska, Nevada, Oregon, Utah and Washington (the “Business”). At closing, NetworkCo will acquire the Companies from the Sellers.
Purchase Price
NetworkCo will pay the Sellers cash consideration of $5.75 billion, subject to adjustments for working capital and other negotiated purchase price adjustments specified in the Agreement.
Closing and Conditions
The transaction is anticipated to close in the first half of 2026, subject to satisfaction of customary closing conditions, including:
| • | expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other regulatory approvals, if any (the “Required Regulatory Approvals”); |
| • | absence of legal restraints or injunctions prohibiting the transaction; |
| • | accuracy of each party’s representations and warranties, subject to “Material Adverse Effect” or materiality qualifiers; |
| • | performance in all material respects of each party’s covenants; |
| • | consummation of Lumen’s internal restructuring such that the Companies hold the assets related to the Business; and |
| • | receipt by NetworkCo of a specified minimum number of public access rights in respect of the Business. |
Representations, Warranties and Covenants
The Agreement contains customary representations and warranties regarding the Business, the Companies, NetworkCo and the Sellers. Each party has agreed to customary covenants, including:
| • | operation of the Business by the Sellers in the ordinary course prior to closing; |
| • | obligations to obtain the Required Regulatory Approvals and third-party consents; |
| • | restrictions on solicitation of competing transactions by the Sellers; |
| • | non-competition, non-solicitation and confidentiality undertakings; and |
| • | obligations to use commercially reasonable efforts and negotiate in good faith to finalize various ancillary commercial agreements. |
Termination
The Agreement may be terminated by either the Sellers or NetworkCo under certain circumstances, including by mutual agreement of the parties, if closing has not occurred by the twelve-month anniversary of the Agreement (subject to up to two automatic three-month extensions if specified conditions are met), if a governmental order permanently restrains the transaction, or upon uncured material breach by the other party.
Indemnification and Guarantee
The Sellers will indemnify NetworkCo for: (i) certain excluded liabilities; (ii) liabilities arising from the pre-closing restructuring; (iii) breaches of the Sellers’ covenants surviving closing; and (iv) specified pole-attachment decommissioning costs. NetworkCo will indemnify the Sellers for: (i) certain assumed liabilities; (ii) liabilities arising from the operation of the Business post-closing; and (iii) breaches of NetworkCo’s covenants surviving closing. Subject to certain exceptions (including fraud), the Agreement does not provide for indemnification with respect to breaches of representations and warranties; NetworkCo has obtained representation and warranty insurance to provide coverage for such matters.
As part of the Agreement, Guarantor has guaranteed NetworkCo’s payment and performance obligations under the Agreement to Lumen and the Sellers, subject to customary terms and conditions.
Other Provisions
The Agreement contains additional provisions customary for transactions of this nature, including specific performance rights, allocation of expenses and limitation on remedies. Upon consummating the transaction, NetworkCo, the Sellers and certain of their respective affiliates plan to enter into various commercial agreements designed to permit, among other things, the parties to continue to serve their respective customers.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 2.1 and incorporated herein by reference.
The Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about AT&T, NetworkCo, Guarantor, Lumen, the Sellers, the Companies or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Agreement are made only for purposes of the Agreement and as of specific dates, are solely for the benefit of the parties to the 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 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 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 the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the AT&T’s public disclosures.
| Item 7.01 | Regulation FD Disclosure. |
On May 21, 2025, AT&T issued a press release announcing entry into the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 Securities and Exchange Commission.
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:
| 2.1† | Purchase Agreement, dated as of May 21, 2025, by and among Lumen Technologies, Inc., the Sellers named therein, Forged Fiber 37, LLC, and, solely for purposes of Section 11.16 thereof, AT&T DW Holdings, Inc. | |
| 99.1* | Press Release, dated May 21, 2025, issued by the Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| † | Certain schedules, annexes or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but will be furnished supplementally to the SEC upon request. |
| * | Furnished herewith. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 21, 2025
| AT&T INC. | ||
| By: | /s/ Pascal Desroches | |
| Pascal Desroches | ||
| Senior Executive Vice President and Chief Financial Officer | ||