Item 1.01 Entry into a Material Definitive Agreement.
On June 2, 2022, American Tower Corporation (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with J.P. Morgan
Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC, Morgan
Stanley & Co. LLC and TD Securities (USA) LLC, as the representatives of the
several underwriters named in Schedule A thereto (the "Underwriters"), pursuant
to which the Company agreed to issue and sell to the Underwriters 8,350,000
shares of the Company's common stock, par value $0.01 per share ("Common
Stock"), in a registered public offering pursuant to the Company's automatic
shelf registration statement on Form S-3 (No. 333-265348), as filed with the
Securities and Exchange Commission on June 1, 2022. The Underwriters were also
granted a 30-day option to purchase an additional 835,000 shares of Common Stock
to cover over-allotments, if any. For a complete description of the terms and
conditions of the Underwriting Agreement, please refer to the Underwriting
Agreement attached hereto as Exhibit 1.1 and incorporated herein by reference.
Item 8.01 Other Items.
On June 7, 2022, the Company settled the registered public offering described
above, issuing 9,185,000 shares of Common Stock (including 835,000 shares of
Common Stock issued pursuant to the underwriters' exercise in full of their
over-allotment option). The offering resulted in net proceeds to the Company of
approximately $2,291.9 million, after reflecting underwriting discounts and
estimated offering expenses. The Company intends to use the net proceeds from
this offering to repay existing indebtedness under its $3.0 billion 364-day U.S.
Dollar-denominated unsecured term loan entered into in December 2021, including
borrowings thereunder that were used to finance its acquisition of CoreSite
Realty Corporation, which closed in December 2021.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement relating to the Common Stock, dated June 2,
2022, among American Tower Corporation, J.P. Morgan Securities LLC,
Citigroup Global Markets Inc., Mizuho Securities USA LLC, Morgan
Stanley & Co. LLC and TD Securities (USA) LLC as representatives of
the underwriters.
5.1 Opinion of Cleary Gottlieb Steen & Hamilton LLP relating to the
Company's offering of Common Stock.
8.1 Opinion of Sullivan & Worcester LLP as to certain tax matters
relating to the Company's offering of Common Stock.
23.1 Consent of Cleary Gottlieb Steen & Hamilton LLP relating to the
Company's offering of Common Stock (included in Exhibit 5.1 hereto).
23.2 Consent of Sullivan & Worcester LLP relating to the Company's
offering of Common Stock (included in Exhibit 8.1 hereto).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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