What is the primary purpose of this 8-K filing?

The primary purpose of this filing is to announce American Tower Corporation's definitive agreement to merge with its newly formed subsidiary, American Tower REIT, Inc., as a crucial step in its plan to reorganize and elect Real Estate Investment Trust (REIT) status for federal income tax purposes.

What is the expected outcome for current shareholders?

Upon the successful completion of the merger, outstanding shares of American Tower Corporation's Class A common stock will be converted into the same number of shares of American Tower REIT, Inc. common stock. The subsidiary will then be renamed "American Tower Corporation" and will continue the existing business.

Are there any conditions that must be met for this merger and REIT conversion to occur?

Yes, the consummation of the merger is subject to several conditions, including the approval of the merger agreement by American Tower Corporation's stockholders, final approval of the REIT conversion by the company's Board of Directors, and other customary closing conditions.

Is the REIT election guaranteed to happen?

No, the filing explicitly states that while the company anticipates electing REIT status for the taxable year beginning January 1, 2012, there is no certainty as to the timing of a REIT election or whether the company will ultimately make a REIT election.

AMT 8-K: Material Agreements

Summary

This 8-K filing from American Tower Corporation (AMT) on August 25, 2011, announces a significant corporate restructuring: the company's plan to reorganize and qualify as a Real Estate Investment Trust (REIT) for federal income tax purposes, effective for the taxable year beginning January 1, 2012. A key step in this transition is the execution of an Agreement and Plan of Merger, where AMT will merge with its newly formed, wholly-owned subsidiary, American Tower REIT, Inc. This merger will result in the subsidiary continuing the existing business under the name "American Tower Corporation" and issuing equivalent shares to current common stockholders. The consummation of this merger is contingent upon shareholder approval, final board approval for the REIT conversion, and other customary closing conditions. While the company anticipates electing REIT status, the filing explicitly states there is no certainty regarding the timing or ultimate decision to make the REIT election. This filing also includes a press release detailing the merger agreement and the upcoming special meeting for stockholders, along with important cautionary statements for investors regarding the SEC filings and participation in proxy solicitations.

Key Highlights

1American Tower Corporation (AMT) plans to reorganize and qualify as a Real Estate Investment Trust (REIT) for federal income tax purposes starting January 1, 2012.
2The company has entered into an Agreement and Plan of Merger with its new subsidiary, American Tower REIT, Inc.
3The proposed merger involves AMT merging into American Tower REIT, Inc., with the subsidiary continuing the business under the name "American Tower Corporation".
4Existing common stock shareholders will receive an equivalent number of shares in the merged entity.
5Consummation of the merger is subject to several conditions, including stockholder approval and final board approval for the REIT conversion.
6There is no certainty regarding the timing or the ultimate decision to elect REIT status.
7A press release announcing the merger and a special stockholder meeting date was issued on August 25, 2011.

AMERICAN TOWER CORP /MA/ 8-K Report, Material Agreement (Aug 25, 2011)

Summary

Key Highlights

Frequently Asked Questions