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AMERICAN TOWER CORP /MA/ 8-K Report, Material Agreement (Sep 27, 2021)

Filed September 27, 2021For Securities:AMT

Summary

American Tower Corporation (AMT) announced the completion of a significant registered public offering of senior unsecured notes, raising approximately $1.765 billion in net proceeds. This offering comprises $600.0 million of 1.450% notes due 2026, $700.0 million of 2.300% notes due 2031, and $500.0 million of 2.950% notes due 2051. The net proceeds from this issuance were primarily allocated to repaying existing indebtedness under the company's unsecured term loan and for general corporate purposes, indicating a strategic move to manage its debt structure and potentially lower borrowing costs. The issuance was made under an established indenture framework, with specific supplemental indentures detailing the terms of the new notes. The notes carry varying interest rates and maturity dates, with the 2051 notes being fungible with previously issued notes. The indenture includes standard covenants limiting the company's ability to merge, consolidate, sell assets, or incur liens, with specific thresholds tied to Adjusted EBITDA. Provisions for early redemption, including make-whole premiums and repurchase obligations triggered by a Change of Control and Ratings Decline, are also outlined, offering some protection to investors while maintaining financial flexibility for AMT.

Key Highlights

  • 1Completed a public offering of $1.765 billion in senior unsecured notes across three tranches: $600M (1.450% due 2026), $700M (2.300% due 2031), and $500M (2.950% due 2051).
  • 2Net proceeds of approximately $1,765.1 million will be used to repay existing term loan debt and for general corporate purposes.
  • 3The 2051 notes are consolidated and fungible with previously issued 2.950% notes due 2051.
  • 4The new notes are governed by an indenture with covenants limiting mergers, asset sales, and incurrence of liens.
  • 5Indenture covenants permit liens on assets up to 3.5x Adjusted EBITDA.
  • 6Notes are redeemable at the company's option, with provisions for make-whole premiums for early redemptions.
  • 7A Change of Control and Ratings Decline event could trigger a mandatory repurchase of the notes at 101% of principal plus accrued interest.

Frequently Asked Questions

American Tower raised an aggregate principal amount of $1.765 billion through the issuance of three series of senior unsecured notes: $600.0 million of 1.450% notes due 2026, $700.0 million of 2.300% notes due 2031, and $500.0 million of 2.950% notes due 2051.

The net proceeds of approximately $1,765.1 million are intended to be used to repay existing indebtedness under the Company's $1.0 billion unsecured term loan and for general corporate purposes.

The notes have the following terms: the 2026 notes mature September 15, 2026, with a 1.450% interest rate; the 2031 notes mature September 15, 2031, with a 2.300% interest rate; and the 2051 notes mature January 15, 2051, with a 2.950% interest rate. Interest is paid semi-annually.

The indenture includes provisions where American Tower may be required to repurchase all notes at 101% of the principal amount plus accrued interest if a Change of Control occurs concurrently with a Ratings Decline. Additionally, the indenture outlines events of default, such as failure to pay interest or principal, or certain bankruptcy events, which could lead to the acceleration of the debt.