AT&T closed a $10 billion term loan with JPMorgan as administrative agent. According to a related 8-K filing, the loan consists of two tranches of $5 billion each. The loan supports AT&T’s acquisition of Time Warner.
JPMorgan Chase, Merrill Lynch, Pierce, Fenner & Smith, Bank Of Tokyo-Mitsubishi, Barclays Bank and Mizuho Bank were joint lead arrangers and joint bookrunners. Bank of America was syndication agent. Bank of Tokyo-Mitsubishi, Barclays and Mizuho Bank were documentation agents.
In connection with the entry into the term loan, the “tranche 2 commitments” in the aggregate amount of $10 billion under the $40 billion term loan credit agreement dated October 22, 2016 and amended and restated on November 15, 2016 with JPMorgan as agent, have been reduced to zero. The “tranche 1 commitments” under the bridge loan in the aggregate amount of $30 billion remain in effect.
Advances under the term loan are conditioned on the following:
- The merger occurring substantially concurrently with the making of the advances in accordance with the terms of the merger agreement
- Absence of a material adverse effect of Time Warner
- Delivery of certain historical and pro forma financial information of the company and Time Warner
- Absence of breaches of certain representations and warranties under the term loan and the merger agreement and no payment or bankruptcy default under the term loan
- Certain customary documentation requirement and payment of fees and expenses due under the term loan
- Repayment of all advances with respect to the tranche A facility must be made no later than two years and six months after the date on which such advances are made