Item 1.01 Entry into a Material Definitive Agreement.
On June 3, 2020, American Tower Corporation (the "Company") completed a
registered public offering of $500.0 million aggregate principal amount of its
1.300% senior unsecured notes due 2025 (the "2025 notes"), $750.0 million
aggregate principal amount of its 2.100% senior unsecured notes due 2030 (the
"2030 notes") and $750.0 million aggregate principal amount of its 3.100% senior
unsecured notes due 2050 (the "2050 notes" and, collectively with the 2025 notes
and the 2030 notes, the "Notes"), which resulted in aggregate net proceeds to
the Company of approximately $1,968.2 million, after deducting commissions and
estimated expenses. The Company intends to use the net proceeds to repay
existing indebtedness under its $2.35 billion senior unsecured revolving credit
facility, as amended and restated in December 2019, and for general corporate
purposes.
The Company issued the Notes under an indenture dated as of June 4, 2019 (the
"Base Indenture"), as supplemented by a supplemental indenture dated as of
June 3, 2020 (the "Supplemental Indenture No. 4" and, together with the Base
Indenture, the "Indenture"), each between the Company and U.S. Bank National
Association, as trustee (the "Trustee"). The following description of the
Indenture is a summary and is qualified in its entirety by reference to the
detailed provisions of the Indenture.
The 2025 notes will mature on September 15, 2025 and bear interest at a rate of
1.300% per annum. The 2030 notes will mature on June 15, 2030 and bear interest
at a rate of 2.100% per annum. The 2050 notes will mature on June 15, 2050 and
bear interest at a rate of 3.100% per annum. Accrued and unpaid interest on the
2025 notes will be payable in U.S. Dollars semi-annually in arrears on March 15
and September 15 of each year, beginning on March 15, 2021. Accrued and unpaid
interest on the 2030 notes will be payable in U.S. Dollars semi-annually in
arrears on June 15 and December 15 of each year, beginning on December 15, 2020.
Accrued and unpaid interest on the 2050 notes will be payable in U.S. Dollars
semi-annually in arrears on June 15 and December 15 of each year, beginning on
December 15, 2020. Interest on the Notes will accrue from June 3, 2020 and will
be computed on the basis of a 360-day year comprised of twelve 30-day months.
The terms of the Indenture, among other things, limit the Company's ability to
merge, consolidate or sell assets and the Company's and its subsidiaries'
abilities to incur liens. These covenants are subject to a number of exceptions,
including that the Company and its subsidiaries may incur liens on assets,
mortgages or other liens securing indebtedness, provided the aggregate amount of
indebtedness secured by such liens shall not exceed 3.5x Adjusted EBITDA as
defined in the Indenture.
The Company may redeem the Notes at any time, in whole or in part, at its
election at the applicable redemption price. If the Company redeems the 2025
notes prior to August 15, 2025, the 2030 notes prior to March 15, 2030 or the
2050 notes prior to December 15, 2049, the Company will pay a redemption price
equal to 100% of the principal amount of the notes being redeemed plus a
make-whole premium, together with accrued interest to the redemption date. If
the Company redeems the 2025 notes on or after August 15, 2025, the 2030 notes
on or after March 15, 2030 or the 2050 notes on or after December 15, 2049, the
Company will pay a redemption price equal to 100% of the principal amount of the
notes being redeemed plus accrued interest to the redemption date. In addition,
if the Company undergoes a Change of Control and Ratings Decline, each as
defined in the Indenture, the Company may be required to repurchase all of the
Notes at a purchase price equal to 101% of the principal amount of the Notes,
plus accrued and unpaid interest (including additional interest, if any), up to
but not including the repurchase date.
The Indenture provides that each of the following is an event of default ("Event
of Default"): (i) default for 30 days in payment of any interest due with
respect to the Notes; (ii) default in payment of principal or premium, if any,
on the Notes when due, at maturity, upon any redemption, by declaration or
otherwise; (iii) failure by the Company to comply with covenants in the
Indenture or Notes for 90 days after receiving notice; and (iv) certain events
of bankruptcy or insolvency with respect to the Company or any of its
Significant Subsidiaries. If any Event of Default arising under clause
(iv) above occurs, the principal amount and accrued and unpaid interest on all
the outstanding Notes will become due and payable immediately without further
action or notice. If any other Event of Default occurs and is continuing, the
Trustee or the holders of at least 25% in principal amount of the then
outstanding Notes may declare the entire principal amount on all the outstanding
Notes to be due and payable immediately.
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The foregoing is only a summary of certain provisions and is qualified in its
entirety by the terms of the Base Indenture, as filed with the Securities and
Exchange Commission on June 4, 2019 as an exhibit to the Company's Registration
Statement on Form S-3 (No. 333-231931), and the Supplemental Indenture No. 4, a
copy of which is filed herewith as Exhibit 4.1, and incorporated by reference
herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Please refer to the discussion under Item 1.01 above, which is incorporated
under this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
A copy of the opinion of Cleary Gottlieb Steen & Hamilton LLP relating to the
legality of the issuance by the Company of the Notes is attached as Exhibit 5.1
hereto.
(d) Exhibits
Exhibit
No. Description
4.1 Supplemental Indenture No. 4, dated as of June 3, 2020, by and
between American Tower Corporation and U.S. Bank National
Association, as trustee.
5.1 Opinion of Cleary Gottlieb Steen & Hamilton LLP.
23.1 Consent of Cleary Gottlieb Steen & Hamilton LLP (included in
Exhibit 5.1 hereto).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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AMERICAN TOWER CORPORATION 
