AT&T/EchoStar license deal includes $18.6B minimum purchase price

Rhea-AI Filing Summary

AT&T agreed that an indirect, wholly‑owned Delaware subsidiary (the Buyer) entered a License Purchase Agreement to buy licenses from EchoStar and certain EchoStar subsidiaries (the Sellers). The agreement allows for certain licenses to be treated as Excluded Licenses if they are impaired, revoked, cancelled, terminated or not renewed before Closing, and the Purchase Price will be reduced in cash for each excluded license (an Excluded Reduction).

The Sellers may not be required to close if aggregate Excluded Reductions reduce the Purchase Price below a Minimum Purchase Price of $18.6B. The Buyer can instead elect to pay the Minimum Purchase Price at Closing to satisfy that condition. Closing is subject to HSR clearance under the Hart‑Scott‑Rodino Act and certain Federal Communications Commission consents and approvals.

Positive

• Minimum Purchase Price of $18.6B provides a clear price floor
• Buyer election to pay the Minimum Purchase Price preserves closing certainty if exclusions occur
• Contractual allocation of Excluded Reductions clarifies how lost licenses affect purchase price

Negative

• Deal contingent on HSR clearance and FCC consents, which can delay or derail closing
• License revocations before Closing can materially reduce Purchase Price via Excluded Reductions
• Sellers not obliged to close if aggregate reductions drop price below the Minimum Purchase Price

Insights

M&A Counsel

TL;DR: Agreement protects buyer and seller via price adjustments and regulatory conditions.

The purchase structure includes explicit protection for both sides: specific licenses that are lost or materially impaired before Closing are carved out as Excluded Licenses with a corresponding cash reduction to the Purchase Price. This preserves allocation flexibility and limits seller exposure for licenses that cannot transfer.

Regulatory approvals from the HSR process and the FCC are required, which are standard in telecom deals and can create timing risk; material reductions below the $18.6B threshold allow either party to reassess economic viability unless the Buyer pays the Minimum Purchase Price.

Telecom Financial Analyst

TL;DR: Price floor of $18.6B limits downside but leaves licensing outcome risk.

The Minimum Purchase Price clause ensures a floor for sellers if many licenses are excluded, preserving a baseline valuation. The Buyer’s right to elect paying the floor preserves deal certainty despite exclusions but may shift risk onto the Buyer’s balance sheet at Closing.

Key near‑term monitors are successful HSR clearance and required FCC consents; timing and any license-specific revocations will determine final cash paid at Closing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) August 25, 2025

AT&T INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-08610		43-1301883
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

208 S. Akard St., Dallas, Texas		75202
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (210) 821-4105

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares (Par Value $1.00 Per Share)		T		New York Stock Exchange
				NYSE Texas
Depositary Shares, each representing a 1/1000th interest in a share of 5.000% Perpetual Preferred Stock, Series A		T PRA		New York Stock Exchange
Depositary Shares, each representing a 1/1000th interest in a share of 4.750% Perpetual Preferred Stock, Series C		T PRC		New York Stock Exchange
AT&T Inc. 3.550% Global Notes due November 18, 2025		T 25B		New York Stock Exchange
AT&T Inc. 3.500% Global Notes due December 17, 2025		T 25		New York Stock Exchange
AT&T Inc. 0.250% Global Notes due March 4, 2026		T 26E		New York Stock Exchange
AT&T Inc. 1.800% Global Notes due September 5, 2026		T 26D		New York Stock Exchange
AT&T Inc. 2.900% Global Notes due December 4, 2026		T 26A		New York Stock Exchange
AT&T Inc. 1.600% Global Notes due May 19, 2028		T 28C		New York Stock Exchange
AT&T Inc. 2.350% Global Notes due September 5, 2029		T 29D		New York Stock Exchange
AT&T Inc. 4.375% Global Notes due September 14, 2029		T 29B		New York Stock Exchange
AT&T Inc. 2.600% Global Notes due December 17, 2029		T 29A		New York Stock Exchange
AT&T Inc. 0.800% Global Notes due March 4, 2030		T 30B		New York Stock Exchange
AT&T Inc. 3.150% Global Notes due June 1, 2030		T 30C		New York Stock Exchange
AT&T Inc. 3.950% Global Notes due April 30, 2031		T 31F		New York Stock Exchange
AT&T Inc. 2.050% Global Notes due May 19, 2032		T 32A		New York Stock Exchange
AT&T Inc. 3.550% Global Notes due December 17, 2032		T 32		New York Stock Exchange
AT&T Inc. 3.600% Global Notes due June 1, 2033		T 33A		New York Stock Exchange
AT&T Inc. 5.200% Global Notes due November 18, 2033		T 33		New York Stock Exchange
AT&T Inc. 3.375% Global Notes due March 15, 2034		T 34		New York Stock Exchange
AT&T Inc. 4.300% Global Notes due November 18, 2034		T 34C		New York Stock Exchange
AT&T Inc. 2.450% Global Notes due March 15, 2035		T 35		New York Stock Exchange
AT&T Inc. 3.150% Global Notes due September 4, 2036		T 36A		New York Stock Exchange
AT&T Inc. 4.050% Global Notes due June 1, 2037		T 37B		New York Stock Exchange
AT&T Inc. 2.600% Global Notes due May 19, 2038		T 38C		New York Stock Exchange
AT&T Inc. 1.800% Global Notes due September 14, 2039		T 39B		New York Stock Exchange
AT&T Inc. 7.000% Global Notes due April 30, 2040		T 40		New York Stock Exchange
AT&T Inc. 4.250% Global Notes due June 1, 2043		T 43		New York Stock Exchange
AT&T Inc. 4.875% Global Notes due June 1, 2044		T 44		New York Stock Exchange
AT&T Inc. 4.000% Global Notes due June 1, 2049		T 49A		New York Stock Exchange
AT&T Inc. 4.250% Global Notes due March 1, 2050		T 50		New York Stock Exchange
AT&T Inc. 3.750% Global Notes due September 1, 2050		T 50A		New York Stock Exchange
AT&T Inc. 5.350% Global Notes due November 1, 2066		TBB		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 25, 2025, AT&T Mobility II LLC (the “Buyer”), a Delaware limited liability company and indirect, wholly-owned subsidiary of AT&T Inc. (the “Company”), entered into a License Purchase Agreement (the “License Purchase Agreement”) with EchoStar Corporation (“EchoStar”) and certain subsidiaries of EchoStar (together with EchoStar, the “Sellers”).

Pursuant to the License Purchase Agreement, the Buyer will acquire licenses in the 600 MHz band (the “600 MHz Licenses”) and in the 3.45 GHz band (the “3.45 GHz Licenses”), in exchange for total cash consideration of approximately $23 billion, subject to adjustment as discussed below (the “Purchase Price”). Concurrently with entry into the License Purchase Agreement, affiliates of the Buyer and Sellers entered into an agreement to extend the terms of certain existing long-term spectrum manager leases between such parties for an additional period of 99 years in connection with licenses relating to spectrum in Hawaii (the “Hawaii Licenses” and, together with the 600 MHz Licenses and the 3.45 GHz Licenses, the “Licenses”). Consideration for the lease extensions is included in the Purchase Price.

Each of the Sellers and Buyer may, in certain circumstances, elect to exclude certain Licenses from the set of Licenses delivered to the Buyer at the closing of the transactions (the “Closing”), including, with respect to the Buyer, if, prior to the Closing, (i) a License is impaired such that any representations made by the Sellers relating to such License become materially inaccurate, or (ii) such License is revoked, cancelled, terminated or not renewed (any such License, an “Excluded License”). For any Excluded License, the Purchase Price will be reduced by an amount in cash allocated to such license pursuant to the License Purchase Agreement (such Purchase Price reduction, the “Excluded Reduction”). The Sellers are not obligated to consummate the transactions if the Purchase Price, after giving effect to the aggregate amount of Excluded Reductions, is less than $18.6 billion (the “Minimum Purchase Price”). However, if the aggregate amount of Excluded Reductions would otherwise reduce the Purchase Price below the Minimum Purchase Price, the Buyer may elect to pay the Minimum Purchase Price at Closing, in which case this condition will be deemed satisfied.

The License Purchase Agreement contains customary representations, warranties, covenants, indemnification obligations and termination rights.

The License Purchase Agreement provides that consummation of the transactions is subject to the satisfaction or waiver of certain closing conditions, including: (a) no judgment or injunction restraining, enjoining or otherwise prohibiting the transactions; (b) filings and clearances under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and (c) the receipt of certain consents and approvals from the Federal Communications Commission.

In addition to the mutual closing conditions described above, the consummation of the transactions is also subject to the satisfaction or waiver of certain conditions that are solely for the benefit of the Buyer, including: (a) receipt of all required regulatory approvals, without the imposition of any condition that would result in a Buyer Regulatory Adverse Effect (as defined in the License Purchase Agreement); (b) grant of all requests included in the FCC applications and notices; (c) certain indebtedness of EchoStar and its affiliates encumbering the Licenses will have been paid off by EchoStar and the corresponding liens encumbering the Licenses having been released; (c) the aggregate Excluded Reduction not exceeding an agreed upon materiality threshold; and (d) absence of any Material Adverse Change (as defined in the License Purchase Agreement).

The License Purchase Agreement provides for specified termination rights. Among other customary termination rights, the Buyer or the Sellers have the right to terminate the License Purchase Agreement if the transactions are not consummated within 12 months of the date of the License Purchase Agreement, subject to up to two six-month extensions if necessary to allow the completion of obtaining the required regulatory approvals. The initial six-month extension may be exercised at the election of either the Buyer or the Sellers, while any second six-month extension would require the mutual agreement of both parties.

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Item 7.01 Regulation FD Disclosure.

On August 26, 2025, the Company issued a press release with respect to the matters described in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)		Exhibits
99.1		Press release, dated August 26, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				AT&T INC.
Date: August 26, 2025				By:		/s/ Pascal Desroches
						Pascal Desroches
						Senior Executive Vice President and Chief Financial Officer

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FAQ

What is the role of AT&T in this License Purchase Agreement (symbol TBC)?

An indirect, wholly‑owned Delaware subsidiary of AT&T is the Buyer that entered the License Purchase Agreement with EchoStar and certain subsidiaries.

What happens if some licenses are revoked before Closing?

If a license is impaired or revoked before Closing it is an Excluded License and the Purchase Price is reduced in cash by an allocated amount (an Excluded Reduction).

Is there a minimum price for the transaction?

Yes, the Sellers are not required to close if aggregate Excluded Reductions lower the Purchase Price below a Minimum Purchase Price of $18.6B; the Buyer may elect to pay that minimum instead.

What regulatory approvals are required to close?

Closing is conditioned on clearance under the Hart‑Scott‑Rodino Antitrust Improvements Act and receipt of certain FCC consents and approvals.

Can the Buyer override Excluded Reductions?

The Buyer can choose to pay the Minimum Purchase Price at Closing if Excluded Reductions would otherwise reduce the Purchase Price below $18.6B.