Item 1.01 Entry into a Material Definitive Agreement.
On September 10, 2020, American Tower Corporation (the "Company") completed a
registered public offering of €750.0 million aggregate principal amount of its
0.500% senior unsecured notes due 2028 (the "2028 notes") and €650.0 million
aggregate principal amount of its 1.000% senior unsecured notes due 2032 (the
"2032 notes" and, together with the 2028 notes, the "Notes"), which resulted in
aggregate net proceeds to the Company of approximately €1,385.2 million, after
deducting commissions and estimated expenses. The Company intends to use the net
proceeds to repay existing indebtedness under its $3.1 billion senior unsecured
multicurrency revolving credit facility, as amended and restated in December
2019, and its $1.19 billion unsecured term loan entered into in April 2020 and
for general corporate purposes.
The Company issued the Notes under an indenture dated as of June 4, 2019 (the
"Base Indenture"), between the Company and U.S. Bank National Association, as
trustee (the "Trustee"), as supplemented by a supplemental indenture dated as of
September 10, 2020 (the "Supplemental Indenture No. 5" and, together with the
Base Indenture, the "Indenture"), among the Company, the Trustee and Elavon
Financial Services DAC, UK Branch, as paying agent. The following description of
the Indenture is a summary and is qualified in its entirety by reference to the
detailed provisions of the Indenture.
The 2028 notes will mature on January 15, 2028 and bear interest at a rate of
0.500% per annum. The 2032 notes will mature on January 15, 2032 and bear
interest at a rate of 1.000% per annum. Accrued and unpaid interest on the Notes
will be payable in Euros in arrears on January 15 of each year, beginning on
January 15, 2021. Interest on the Notes will accrue from September 10, 2020 and
will be computed on the basis of the actual number of days in the period for
which interest is being calculated and the actual number of days from and
including the last date on which interest was paid on the notes. The terms of
the Indenture, among other things, limit the Company's ability to merge,
consolidate or sell assets and the Company's and its subsidiaries' abilities to
incur liens. These covenants are subject to a number of exceptions, including
that the Company and its subsidiaries may incur liens on assets, mortgages or
other liens securing indebtedness, provided the aggregate amount of indebtedness
secured by such liens shall not exceed 3.5x Adjusted EBITDA, as defined in the
The Company may redeem the Notes at any time, in whole or in part, at its
election at the applicable redemption price. If the Company redeems the 2028
notes prior to October 15, 2027 or the 2032 notes prior to October 15, 2031, the
Company will pay a redemption price equal to 100% of the principal amount of the
notes being redeemed plus a make-whole premium, together with accrued interest
to the redemption date. If the Company redeems the 2028 notes on or after
October 15, 2027 or the 2032 notes on or after October 15, 2031, the Company
will pay a redemption price equal to 100% of the principal amount of the notes
being redeemed plus accrued interest to the redemption date. In addition, if the
Company undergoes a Change of Control and Ratings Decline, each as defined in
the Indenture, the Company may be required to repurchase all of the Notes at a
purchase price equal to 101% of the principal amount of the Notes, plus accrued
and unpaid interest (including additional interest, if any), up to but not
including the repurchase date.
The Indenture provides that each of the following is an event of default ("Event
of Default"): (i) default for 30 days in payment of any interest due with
respect to the Notes; (ii) default in payment of principal or premium, if any,
on the Notes when due, at maturity, upon any redemption, by declaration or
otherwise; (iii) failure by the Company to comply with covenants in the
Indenture or Notes for 90 days after receiving notice; and (iv) certain events
of bankruptcy or insolvency with respect to the Company or any of its
Significant Subsidiaries, as defined in the Indenture. If any Event of Default
arising under clause (iv) above occurs, the principal amount and accrued and
unpaid interest on all the outstanding Notes will become due and payable
immediately without further action or notice. If any other Event of Default
occurs and is continuing, the Trustee or the holders of at least 25% in
principal amount of the then outstanding Notes may declare the entire principal
amount on all the outstanding Notes to be due and payable immediately.
The foregoing is only a summary of certain provisions and is qualified in its
entirety by the terms of the Base Indenture, as filed with the Securities and
Exchange Commission on June 4, 2019 as an exhibit to the Company's Registration
Statement on Form S-3 (No. 333-231931), and the Supplemental Indenture No. 5, a
copy of which is filed herewith as Exhibit 4.1, and incorporated by reference
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Please refer to the discussion under Item 1.01 above, which is incorporated
under this Item 2.03 by reference.
Item 8.01 Other Events.
On September 10, 2020, the Company issued a press release (the "Press Release")
announcing that the Board of Directors declared a cash distribution of $1.14 per
share of the Company's common stock, payable on October 16, 2020 to the
stockholders of record at the close of business on September 28, 2020.
A copy of the Press Release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
A copy of the opinion of Cleary Gottlieb Steen & Hamilton LLP relating to the
legality of the issuance by the Company of the Notes is attached as Exhibit 5.1
4.1 Supplemental Indenture No. 5, dated as of September 10, 2020, by and
among American Tower Corporation, U.S. Bank National Association, as
trustee, and Elavon Financial Services DAC, UK Branch, as paying
5.1 Opinion of Cleary Gottlieb Steen & Hamilton LLP.
23.1 Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit
99.1 Press Release, dated September 10, 2020.
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