Summary
This 8-K filing from American Tower Corporation (AMT) reports on the company's entry into a material definitive agreement regarding the issuance and sale of 5.25% Mandatory Convertible Preferred Stock, Series A. The company agreed to sell 6,000,000 shares of this preferred stock, with an option exercised for an additional 750,000 shares, in a registered public offering. This offering was conducted under an automatic shelf registration statement. The filing also details the establishment of the preferences, limitations, and relative rights of this Mandatory Convertible Preferred Stock through a Certificate of Designations filed with the Secretary of State of Delaware. This includes provisions regarding dividends on common stock and the liquidation preference for the preferred stockholders, which ranks senior to common stock but subordinate to other senior stock and creditors.
Key Highlights
- 1AMT entered into an underwriting agreement on May 6, 2014, to issue and sell 6.75 million shares (including exercised option) of 5.25% Mandatory Convertible Preferred Stock, Series A.
- 2The offering was conducted as a registered public offering utilizing an automatic shelf registration statement.
- 3A Certificate of Designations was filed on May 12, 2014, to define the rights and preferences of the new preferred stock.
- 4The Mandatory Convertible Preferred Stock has a liquidation preference of $100.00 per share.
- 5Dividends on AMT's common stock are restricted unless all accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock are declared and paid or set aside.
- 6The preferred stock ranks senior to common stock but junior to creditors and any senior stock in liquidation scenarios.