8-KMaterial AgreementsFinancial EventsExhibits & Filings

AMERICAN TOWER CORP /MA/ 8-K Report, Material Agreement (Oct 3, 2019)

Filed October 3, 2019For Securities:AMT

Summary

American Tower Corporation (AMT) announced on October 3, 2019, the completion of a registered public offering that raised approximately $1.33 billion in net proceeds. This offering consisted of $750.0 million in 2.750% senior unsecured notes due 2027 and $600.0 million in 3.700% senior unsecured notes due 2049. The primary use of these proceeds is to refinance existing debt, specifically repaying $1.12 billion under its revolving credit facility and $212.2 million from an unsecured term loan. This debt issuance allows AMT to manage its capital structure by replacing older or more expensive debt with new, longer-term obligations at favorable interest rates. The indenture governing these new notes includes standard covenants that limit the company's ability to merge, sell assets, or incur liens, while also providing exceptions for certain conditions such as secured indebtedness not exceeding 3.5x Adjusted EBITDA. The company retains the option to redeem these notes under specific conditions, including a make-whole premium for early redemption or a 101% repurchase price in the event of a Change of Control and Ratings Decline.

Key Highlights

  • 1Completed a public offering of $750 million in 2.750% senior unsecured notes due 2027.
  • 2Completed a public offering of $600 million in 3.700% senior unsecured notes due 2049.
  • 3Total net proceeds from the offering were approximately $1,334.2 million.
  • 4Proceeds will be used to repay $1,122.0 million of existing revolving credit facility debt and $212.2 million of unsecured term loan debt.
  • 5New notes were issued under an indenture with covenants limiting mergers, asset sales, and liens.
  • 6The indenture includes provisions for redemption, with a make-whole premium for early redemption.
  • 7A Change of Control and Ratings Decline event could trigger a mandatory repurchase of the notes at 101% of principal.

Frequently Asked Questions

American Tower raised a total of $1.35 billion in aggregate principal amount of senior unsecured notes through this offering, comprised of $750.0 million in 2027 notes and $600.0 million in 2049 notes. The net proceeds after expenses were approximately $1,334.2 million.

The company intends to use approximately $1,122.0 million of the net proceeds to repay existing indebtedness under its senior unsecured revolving credit facility and $212.2 million to repay existing indebtedness under its unsecured term loan.

The 2027 notes mature on January 15, 2027, with a 2.750% annual interest rate, payable semi-annually. The 2049 notes mature on October 15, 2049, with a 3.700% annual interest rate, also payable semi-annually. The governing indenture contains covenants that restrict mergers, asset sales, and incurring liens, but includes exceptions. The company can redeem the notes early, potentially with a make-whole premium, and may be required to repurchase them at 101% in the event of a Change of Control and Ratings Decline.

Events of default include failure to pay interest for 30 days, default in payment of principal or premium when due, failure to comply with covenants for 90 days after notice, and certain bankruptcy or insolvency events. Some events of default can lead to immediate acceleration of the entire principal and accrued interest.