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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