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MarketScreener Homepage  >  Equities  >  Nyse  >  American Tower Corporation (REIT)    AMT

AMERICAN TOWER CORPORATION (REIT)

(AMT)
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AMERICAN TOWER CORP /MA/ : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

11/20/2020 | 04:17pm EST

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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© Edgar Online, source Glimpses

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