Item 1.01 Entry into a Material Definitive Agreement.
On September 28, 2020, American Tower Corporation (the "Company") completed a
registered public offering of $800.0 million aggregate principal amount of its
1.875% senior unsecured notes due 2030 (the "2030 notes") and $300.0 million
aggregate principal amount of its 3.100% senior unsecured notes due 2050 (the
"2050 notes" and, together with the 2030 notes, the "Notes"), which resulted in
aggregate net proceeds to the Company of approximately $1,092.1 million
(excluding $2,970,833.33 of accrued interest for the 2050 notes), after
deducting commissions and estimated expenses. The 2050 notes will be
consolidated, form a single series and be fully fungible, with the Company's
outstanding $750,000,000 3.100% senior unsecured notes due 2050 issued on
June 3, 2020. The Company used 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 its $1.19 billion senior unsecured term loan
entered into in April 2020 (the "April 2020 Term Loan").
The Company issued the Notes under an indenture dated as of June 4, 2019 (the
"Base Indenture"), as supplemented by, for the 2050 notes, a supplemental
indenture dated as of June 3, 2020 (the "Supplemental Indenture No. 4") and, for
the 2030 notes, a supplemental indenture dated as of September 28, 2020 (the
"Supplemental Indenture No. 6" and, together with the Base Indenture and the
Supplemental Indenture No. 4, 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 2030 notes will mature on October 15, 2030 and bear interest at a rate of
1.875% per annum. The 2050 notes will mature on June 15, 2050 and bear interest
at a rate of 3.100% per annum. Accrued and unpaid interest on the 2030 notes
will be payable in U.S. Dollars semi-annually in arrears on April 15 and
October 15 of each year, beginning on April 15, 2021. Accrued and unpaid
interest on the 2050 notes will be payable in U.S. Dollars semi-annually in
arrears on June 15 and December 15 of each year, beginning on December 15, 2020.
Interest on the 2030 notes and the 2050 notes will accrue from September 28,
2020 and June 3, 2020, respectively, 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 2030
notes prior to July 15, 2030 or the 2050 notes prior to December 15, 2049, 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 2030 notes on or after
July 15, 2030 or the 2050 notes on or after December 15, 2049, 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 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
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 (the "SEC") on June 4, 2019 as an exhibit to the Company's
Registration Statement on Form S-3 (No. 333-231931), the Supplemental Indenture
No. 4, as filed with the SEC on June 3, 2020 as an exhibit to the Company's
Current Report on Form 8-K, and the Supplemental Indenture No. 6, a copy of
which is filed herewith as Exhibit 4.1, and incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
On September 28, 2020, the Company repaid all outstanding amounts under the
April 2020 Term Loan.
For a summary of the material terms of the April 2020 Term Loan, see the
Company's Current Report on Form 8-K, filed on April 3, 2020.
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
4.1 Supplemental Indenture No. 6, dated as of September 28, 2020, by and
between American Tower Corporation and U.S. Bank National Association,
5.1 Opinion of Cleary Gottlieb Steen & Hamilton LLP.
23.1 Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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