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


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AMERICAN TOWER CORP /MA/ : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

11/05/2020 | 07:40am EST

Item 1.01 Entry into a Material Definitive Agreement.

On November 4, 2020, American Tower Corporation (the "Company"), through its wholly-owned subsidiary, American Tower Investments LLC, entered into an agreement (the "Securities Purchase Agreement") to acquire 100% of the outstanding units of IWG Holdings, LLC ("IWG Holdings"), the parent company of InSite Wireless Group, LLC ("InSite").

InSite owns, operates and manages approximately 3,000 communications sites, primarily in the United States and Canada. The portfolio includes more than 1,400 owned towers in the United States, over 200 owned towers in Canada and approximately 70 distributed antenna system ("DAS") networks in the United States. In addition, InSite controls more than 600 land parcels under communications sites as well as approximately 400 rooftop sites. The total consideration for the transaction, including cash acquired, the repayment of certain debt held by InSite and the Company's assumption of InSite's remaining debt, is approximately $3.5 billion, subject to certain closing adjustments (the "Transaction").

The Securities Purchase Agreement contains customary representations, warranties and covenants of the parties. Consummation of the Transaction is subject to customary closing conditions and is expected to occur by the end of 2020. The Securities Purchase Agreement contains customary termination provisions and, in addition, may be terminated by IWG Holdings if the Transaction has not been consummated on or prior to December 31, 2020, unless the failure to consummate the Transaction by such time is the result of a breach by IWG Holdings.

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement, a copy of which will be filed as an exhibit to the Company's Form 10-K for the year ended December 31, 2020.

Item 7.01 Regulation FD Disclosure.

On November 5, 2020, the Company issued a press release (the "Press Release") announcing the Transaction described in Item 1.01. A copy of the Press Release is furnished herewith as Exhibit 99.1. The information contained in Exhibit 99.1 is incorporated into this Item 7.01 disclosure by reference.


The information disclosed in or incorporated by reference into this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such exhibit be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

  No.       Description

99.1          Press Release, dated November 5, 2020 (Furnished herewith).

104         Cover Page Interactive Data File (embedded within the Inline XBRL


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