Item 1.01 Entry into a Material Definitive Agreement.
On November 20, 2020, American Tower Corporation (the "Company") completed a
registered public offering of $500.0 million aggregate principal amount of its
0.600% senior unsecured notes due 2024 (the "2024 notes"), $650.0 million
aggregate principal amount of its 1.500% senior unsecured notes due 2028 (the
"2028 notes") and $550.0 million aggregate principal amount of its 2.950% senior
unsecured notes due 2051 (the "2051 notes" and, collectively with the 2024 notes
and the 2028 notes, the "Notes"), which resulted in aggregate net proceeds to
the Company of approximately $1,678.9 million, after deducting commissions and
estimated expenses. The Company intends to use the net proceeds to repay
existing indebtedness under its $2.35 billion senior unsecured revolving credit
facility, as amended and restated in December 2019, and for general corporate
purposes. This may include, among other things, the funding of acquisitions,
additions to working capital and repayment or refinancing of existing
indebtedness.
The Company issued the Notes under an indenture dated as of June 4, 2019 (the
"Base Indenture"), as supplemented by a supplemental indenture dated as of
November 20, 2020 (the "Supplemental Indenture No. 7" and, together with the
Base Indenture, the "Indenture"), each between the Company and U.S. Bank
National Association, as trustee (the "Trustee"). 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 2024 notes will mature on January 15, 2024 and bear interest at a rate of
0.600% per annum. The 2028 notes will mature on January 31, 2028 and bear
interest at a rate of 1.500% per annum. The 2051 notes will mature on
January 15, 2051 and bear interest at a rate of 2.950% per annum. Accrued and
unpaid interest on the 2024 notes will be payable in U.S. Dollars semi-annually
in arrears on January 15 and July 15 of each year, beginning on July 15, 2021.
Accrued and unpaid interest on the 2028 notes will be payable in U.S. Dollars
semi-annually in arrears on January 31 and July 31 of each year, beginning on
July 31, 2021. Accrued and unpaid interest on the 2051 notes will be payable in
U.S. Dollars semi-annually in arrears on January 15 and July 15 of each year,
beginning on July 15, 2021. Interest on the Notes will accrue from November 20,
2020 and will be computed on the basis of a 360-day year comprised of
twelve 30-day months. 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 Indenture.
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 2024
notes prior to their maturity date, the 2028 notes prior to November 30, 2027 or
the 2051 notes prior to July 15, 2050, 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 November 30, 2027 or the 2051
notes on or after July 15, 2050, 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. 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
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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. 7, a
copy of which is filed herewith as Exhibit 4.1, and incorporated by reference
herein.
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 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
hereto.
(d) Exhibits
Exhibit
No. Description
4.1 Supplemental Indenture No. 7, dated as of November 20, 2020, by and
between American Tower Corporation and U.S. Bank National Association,
as trustee.
5.1 Opinion of Cleary Gottlieb Steen & Hamilton LLP.
23.1 Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit
5.1 hereto).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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AMERICAN TOWER CORPORATION 
