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AT&T INC. 8-K Report, Material Agreement (May 21, 2025)

Filed May 21, 2025For Securities:TT-PCTBBT-PA

Summary

AT&T Inc. (T) has entered into a definitive agreement through its indirect wholly owned subsidiary, Forged Fiber 37, LLC ("NetworkCo"), to acquire substantially all of Lumen Technologies, Inc.'s mass markets fiber-to-the-premises network assets and related operations in ten U.S. states. This strategic acquisition, valued at $5.75 billion in cash subject to adjustments, significantly expands AT&T's fiber footprint and strengthens its position in the broadband market. The transaction is expected to close in the first half of 2026, contingent upon customary closing conditions, including regulatory approvals such as the Hart-Scott-Rodino Act, and the completion of Lumen's internal restructuring. The deal includes customary representations, warranties, and covenants, with AT&T securing representation and warranty insurance for certain risks. This move signals AT&T's continued investment in high-speed internet infrastructure.

Key Highlights

  • 1AT&T to acquire Lumen's mass market fiber network assets in 10 states for $5.75 billion cash.
  • 2Acquisition significantly expands AT&T's fiber footprint and enhances its broadband market position.
  • 3Transaction is expected to close in the first half of 2026, subject to regulatory approvals and other closing conditions.
  • 4The deal involves AT&T's subsidiary Forged Fiber 37, LLC acquiring five of Lumen's newly formed subsidiaries.
  • 5Customary representations, warranties, and covenants are included in the purchase agreement.
  • 6AT&T has obtained representation and warranty insurance for specific risks.
  • 7The acquisition underscores AT&T's strategic focus on investing in and expanding its fiber infrastructure.

Frequently Asked Questions

AT&T, through its subsidiary Forged Fiber 37, LLC, is acquiring substantially all of Lumen Technologies' mass markets fiber-to-the-premises network assets and related operations located in Arizona, Colorado, Florida, Idaho, Iowa, Minnesota, Nebraska, Nevada, Oregon, Utah, and Washington.

The purchase price is $5.75 billion in cash, subject to customary adjustments for working capital and other negotiated purchase price adjustments specified in the agreement.

The transaction is anticipated to close in the first half of 2026, provided that all customary closing conditions, including the satisfaction of regulatory approvals and the completion of Lumen's internal restructuring, are met.

Key conditions include the expiration or termination of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and other necessary regulatory approvals, the absence of legal restraints, accuracy of representations and warranties, performance of covenants by both parties, completion of Lumen's internal restructuring, and NetworkCo receiving a specified minimum number of public access rights.