What is the primary reason for this 8-K filing?

This filing is primarily to inform investors about potential defaults triggered by the delay in filing AMT's second quarter 2006 financial report (Form 10-Q), which is necessary due to an ongoing review of historical stock option granting practices that may require a restatement of financial statements.

What has AMT done to address the potential defaults under its credit facilities?

AMT has obtained waivers from its lenders under its two credit facilities. These waivers extend the deadline for delivering the required financial reports for the period ended June 30, 2006, to November 15, 2006, and waive any defaults or events of default stemming from the stock option review, the likely financial restatement, and related matters.

What is the situation regarding the company's bondholders (note indentures)?

Unlike the credit facilities, AMT has not obtained waivers for its note indentures. Failure to file the second quarter report constitutes a potential event of default under these indentures. Holders or trustees can issue notices of default, after which AMT has a cure period (60 days for convertible notes, 30 days for senior notes) to file the required reports before the principal and interest can be accelerated.

What are the risks for investors mentioned in this filing?

The main risks highlighted are that AMT may not be able to meet its filing obligations within the grace periods for its note indentures, leading to acceleration of debt. Additionally, the ongoing stock option review, potential restatement, government investigations, and related litigation introduce uncertainty and could materially impact future financial performance and events.

AMT 8-K SEC Disclosure

Summary

This 8-K filing from American Tower Corporation (AMT) addresses significant issues arising from a review of its historical stock option granting practices, which has led to a likely restatement of past financial statements. The delay in filing its second quarter 2006 report (Form 10-Q) has triggered potential defaults under the Company's credit facilities and indentures for its convertible, senior, and senior subordinated notes. Crucially, AMT has obtained waivers from its lenders under its credit facilities, extending the deadline for financial report delivery to November 15, 2006, and waiving defaults related to the stock option review and financial restatement. However, similar waivers have not been obtained for the note indentures, which have grace periods for curing defaults related to the delayed filings. While AMT expects to meet these obligations before grace periods expire, there is no certainty, and failure to do so could result in accelerated debt repayment.

Key Highlights

1American Tower Corporation (AMT) is likely to restate previously issued financial statements due to a review of its historical stock option granting practices.
2The Company has not yet filed its Form 10-Q for the period ended June 30, 2006, due to the ongoing stock option review.
3The delay in filing triggered potential defaults under AMT's credit facilities and note indentures.
4AMT secured waivers from its credit facility lenders, extending the financial report delivery deadline to November 15, 2006, and waiving associated defaults.
5Note indentures for convertible, senior, and senior subordinated notes have specific cure periods (60 days for convertible, 30 days for senior) for the delayed filings.
6AMT expects to satisfy filing requirements under credit facilities and indentures before cure periods expire, but this is not guaranteed.
7The filing includes forward-looking statements that caution investors about risks and uncertainties related to the financial restatement, government investigations, and litigation concerning stock option practices.

AMERICAN TOWER CORP /MA/ 8-K Report, Corporate Update (Sep 6, 2006)

Summary

Key Highlights

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