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424B2
 filed this Form 424B2 on 12/06/2017
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consideration. Payments to us by our subsidiaries are contingent upon our subsidiaries’ earnings and cash flows. Moreover, our subsidiaries may incur indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. The notes are structurally subordinated to all existing, and will be structurally subordinated to all future, indebtedness and other obligations issued by our subsidiaries. Certain of our subsidiary indebtedness is also secured. As of September 30, 2017, after giving effect to the transactions described under “Capitalization,” our subsidiaries would have had approximately $3.7 billion of total debt obligations (excluding intercompany obligations), including:

 

   

$1.8 billion in secured tower revenue securities ($1,800.0 million principal amount due at maturity, net of $9.0 million unamortized deferred financing fees) backed by the debt of two special purpose subsidiaries, which is secured primarily by mortgages on those subsidiaries’ interests in 5,179 broadcast and wireless communications towers and the related tower sites;

 

   

$867.7 million in secured revenue notes ($875.0 million principal amount due at maturity, net of $7.3 million unamortized deferred financing fees) secured by the issuer’s and its subsidiaries’ interests in 3,584 communications sites;

 

   

$69.2 million of ZAR denominated secured debt (938.2 million ZAR) ($69.8 million principal amount due at maturity, net of $0.6 million unamortized deferred financing fees) under the South African Facility;

 

   

$49.8 million of COP denominated secured debt (146.1 billion COP) ($50.2 million principal amount due at maturity, net of $0.4 million unamortized deferred financing fees) under the Colombian Credit Facility;

 

   

$34.5 million of UGX denominated debt (124.1 billion UGX) entered into by our majority owned joint venture in Uganda (represents the portion of the debt reported as our outstanding debt, after elimination in consolidation of the portion of the debt loaned by our wholly owned subsidiaries);

 

   

$68.3 million of GHS denominated debt (300.9 million GHS) entered into by our majority owned joint venture in Ghana (represents the portion of debt reported as our outstanding debt, after elimination in consolidation of the portion of debt loaned by our wholly owned subsidiaries);

 

   

$98.6 million of BRL denominated debt (312.5 million BRL) assumed by us in connection with the acquisition of BR Towers;

 

   

$40.7 million of BRL denominated debt (129.1 million BRL) ($41.4 million principal amount due at maturity, net of $0.7 million unamortized deferred financing fees) under the Brazil Credit Facility;

 

   

$554.3 million of INR denominated debt (34.5 billion INR of debt and 1.7 billion INR value of mandatorily redeemable preference shares classified as debt), which primarily consists of secured debt; and

 

   

approximately $146.6 million of other debt (net of $1.7 million unamortized deferred financing fees), which primarily consists of capital leases attributable to wholly owned subsidiaries.

 

In the event of our insolvency, liquidation or reorganization, or should any of the indebtedness of our subsidiaries be accelerated because of a default, the holders of those debt obligations would have a claim to the proceeds from any liquidation of, or distribution from, certain of our subsidiaries prior to a claim by holders of the notes.

 

There may be no public market for the notes offered hereby.

 

Prior to the sale of the notes offered by this prospectus supplement, there has been no public market for the notes and we cannot assure you as to:

 

   

the liquidity of any market that may develop;

 

   

your ability to sell your notes; or

 

   

the price at which you would be able to sell your notes.

 

S-10

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