Item 1.01 Entry into a Material Definitive Agreement.
On October 5, 2021, American Tower Corporation (the "Company") completed a
registered public offering of €500.0 million aggregate principal amount of its
0.400% senior unsecured notes due 2027 (the "2027 notes") and €500.0 million
aggregate principal amount of its 0.950% senior unsecured notes due 2030 (the
"2030 notes" and, together with the 2027 notes, the "Notes"), which resulted in
aggregate net proceeds to the Company of approximately €987.7 million, after
deducting commissions and estimated expenses. The Company expects to use the net
proceeds to repay existing indebtedness under its $4.1 billion senior unsecured
multicurrency revolving credit facility, as amended and restated in February
2021, and its €1.1 billion unsecured term loan entered into on February 10, 2021
(the "2021 364-Day Delayed Draw Term Loan").
The 2027 notes will mature on February 15, 2027 and bear interest at a rate of
0.400% per annum. The 2030 notes will mature on October 5, 2030 and bear
interest at a rate of 0.950% per annum. Accrued and unpaid interest on the 2027
notes will be payable in Euros in arrears on February 15 of each year, beginning
on February 15, 2022. Accrued and unpaid interest on the 2030 notes will be
payable in Euros in arrears on October 5 of each year, beginning on October 5,
2022. Interest on the Notes will accrue from October 5, 2021 and will be
computed on the basis of the actual number of days in the period for which
interest is being calculated and the actual number of days from and including
the last date on which interest was paid on the notes. 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 2027
notes prior to December 15, 2026 or the 2030 notes prior to July 5, 2030, 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 2027 notes on or after
December 15, 2026 or the 2030 notes on or after July 5, 2030, 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, as defined in the Indenture. 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 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. 11, a
copy of which is filed herewith as Exhibit 4.1, and incorporated by reference
herein.
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Item 1.02 Termination of a Material Definitive Agreement
On October 5, 2021, the Company delivered a notice of prepayment to repay all
outstanding amounts under the 2021 364-Day Delayed Draw Term Loan. The Company
expects to use the net proceeds of the offering described above for this
repayment, which is expected to occur on or around October 7, 2021.
For a summary of the material terms of the 2021 364-Day Delayed Draw Term Loan,
see the Company's Current Report on Form 8-K, filed on February 10, 2021.
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. 11, dated as of October 5, 2021, by
and among American Tower Corporation, U.S. Bank National
Association, as trustee, and Elavon Financial Services DAC, UK
Branch, as paying agent.
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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