SEC Company Response from AT&T INC. (T, TBB, TBC, T-PA, T-PC) (CIK 0000732717) (T) — Dec 23, 2016
AT&T INC. (T, TBB, TBC, T-PA, T-PC) (CIK 0000732717)
Date: Dec. 23, 2016 · CIK: 0000732717 · Accession: 0001193125-16-803302
AI Filing Summary & Sentiment
File numbers found in text: 333-214712
Letter
Securities and Exchange Commission, Mail Stop 3720, 100 F Street, Washington, D.C. 20549-0510. Re: Responses to Comment on the Registration Statement on Form S-4 filed by AT&T Inc. on November 18, 2016 (File No. 333-214712)
Dear Mr. Lindsay:
AT&T Inc. (“AT&T”) today filed Amendment No. 1 to its Registration Statement on Form S-4 (File No. 333-214712) (“Amendment No. 1”), including a Prospectus of AT&T and a Proxy Statement of Time Warner Inc. (“Time Warner”). This letter, which is being submitted on behalf of AT&T and Time Warner, responds to your letter, dated December 15, 2016, relating to a comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in connection with the above-referenced Registration Statement and certain related documents.
For your convenience, we have included the text of your comment. All page references contained in this letter are to the pages of Amendment No. 1 in the form filed today with the Commission.
Questions and Answers about the Transaction and the Special Meeting
Q: What are the material United States federal income tax consequences of the transaction to the Time Warner Stockholders?, page 5
1. We note that the completion of the transaction is not conditioned on the transaction qualifying for the Intended Tax Treatment or upon the receipt of the opinion of counsel to that effect. However, in light of the materiality of the stock for stock exchange in the merger not being taxable to Time Warner
Courtney L. Lindsay II,
December 23,
-2-
shareholders, a tax opinion supporting the Intended Tax Treatment seems required by Item 601(b)(8) of Regulation S-K. For guidance, please refer to Staff Legal Bulletin 19 (October 12, 2011).
In response to the Staff’s comment, the disclosure on pages 5, 6, 27, 28, 43, 135 and 136 of Amendment No. 1 has been revised.
AT&T and Time Warner respectfully submit that they do not believe that a tax opinion supporting the Intended Tax Treatment is required by Item 601(b)(8) of Regulation S-K, because they do not believe that the tax consequences are material to an investor. As described in the Registration Statement, “the completion of the transaction is not conditioned on the transaction qualifying for the Intended Tax Treatment or upon the receipt of an opinion of counsel to that effect, and whether or not the transaction will qualify for the Intended Tax Treatment depends on facts that will not be known until the transaction is completed” (see, for example, pages 27 and 136). Moreover, the amended disclosure makes clear that “[i]t will not be known at the time of the special meeting whether the requirements for the transaction to qualify for the Intended Tax Treatment will be met” and further states that “Time Warner will not resolicit stockholder votes in the event that the transaction fails to qualify for the Intended Tax Treatment” (see, for example, pages 6, 28 and 136). For these reasons, AT&T and Time Warner do not believe that the tax consequences of the transaction are material to Time Warner stockholders. Nevertheless, forms of tax opinions from the respective counsel of AT&T and Time Warner have been filed as Exhibits 8.1 and 8.2 of Amendment No. 1, and clarifying disclosure has been added on page 135.
* * *
Please contact me at (310) 712-6678, via fax at (310) 712-8800 or via e-mail at krautheimere@sullcrom.com if you have any comments or questions about this letter.
Sincerely,
/s/ Eric M. Krautheimer
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CORRESP 1 filename1.htm Response Letter December 23, 2016 Via E-mail Courtney L. Lindsay II, Attorney Advisor, Securities and Exchange Commission, Mail Stop 3720, 100 F Street, Washington, D.C. 20549-0510. Re: Responses to Comment on the Registration Statement on Form S-4 filed by AT&T Inc. on November 18, 2016 (File No. 333-214712) Dear Mr. Lindsay: AT&T Inc. (“AT&T”) today filed Amendment No. 1 to its Registration Statement on Form S-4 (File No. 333-214712) (“Amendment No. 1”), including a Prospectus of AT&T and a Proxy Statement of Time Warner Inc. (“Time Warner”). This letter, which is being submitted on behalf of AT&T and Time Warner, responds to your letter, dated December 15, 2016, relating to a comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in connection with the above-referenced Registration Statement and certain related documents. For your convenience, we have included the text of your comment. All page references contained in this letter are to the pages of Amendment No. 1 in the form filed today with the Commission. Questions and Answers about the Transaction and the Special Meeting Q: What are the material United States federal income tax consequences of the transaction to the Time Warner Stockholders?, page 5 1. We note that the completion of the transaction is not conditioned on the transaction qualifying for the Intended Tax Treatment or upon the receipt of the opinion of counsel to that effect. However, in light of the materiality of the stock for stock exchange in the merger not being taxable to Time Warner Courtney L. Lindsay II, December 23, 2016 -2- shareholders, a tax opinion supporting the Intended Tax Treatment seems required by Item 601(b)(8) of Regulation S-K. For guidance, please refer to Staff Legal Bulletin 19 (October 12, 2011). In response to the Staff’s comment, the disclosure on pages 5, 6, 27, 28, 43, 135 and 136 of Amendment No. 1 has been revised. AT&T and Time Warner respectfully submit that they do not believe that a tax opinion supporting the Intended Tax Treatment is required by Item 601(b)(8) of Regulation S-K, because they do not believe that the tax consequences are material to an investor. As described in the Registration Statement, “the completion of the transaction is not conditioned on the transaction qualifying for the Intended Tax Treatment or upon the receipt of an opinion of counsel to that effect, and whether or not the transaction will qualify for the Intended Tax Treatment depends on facts that will not be known until the transaction is completed” (see, for example, pages 27 and 136). Moreover, the amended disclosure makes clear that “[i]t will not be known at the time of the special meeting whether the requirements for the transaction to qualify for the Intended Tax Treatment will be met” and further states that “Time Warner will not resolicit stockholder votes in the event that the transaction fails to qualify for the Intended Tax Treatment” (see, for example, pages 6, 28 and 136). For these reasons, AT&T and Time Warner do not believe that the tax consequences of the transaction are material to Time Warner stockholders. Nevertheless, forms of tax opinions from the respective counsel of AT&T and Time Warner have been filed as Exhibits 8.1 and 8.2 of Amendment No. 1, and clarifying disclosure has been added on page 135. * * * Please contact me at (310) 712-6678, via fax at (310) 712-8800 or via e-mail at krautheimere@sullcrom.com if you have any comments or questions about this letter. Sincerely, /s/ Eric M. Krautheimer cc: Wayne A. Wirtz AT&T Inc. One AT&T Plaza 208 South Akard Street Dallas, Texas 75202 Courtney L. Lindsay II, December 23, 2016 -3- Paul T. Cappuccio Time Warner Inc. One Time Warner Center New York, New York 10019 Faiza J. Saeed Eric L. Schiele Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, New York 10019 Joseph B. Frumkin Melissa Sawyer Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004