||Entry into a Material Definitive Agreement. |
On December 8, 2017, American Tower
Corporation (the Company) completed a registered public offering of $700.0 million aggregate principal amount of its 3.000% senior unsecured notes due 2023 (the 2023 notes) and $700.0 million aggregate principal
amount of its 3.600% senior unsecured notes due 2028 (the 2028 notes and, collectively with the 2023 notes, the Notes), which resulted in aggregate net proceeds to the Company of approximately $1,382.9 million, after
deducting commissions and estimated expenses. The Company intends to use approximately $345.7 million of the net proceeds to repay existing indebtedness under its senior unsecured revolving credit facility entered into in June 2013, as amended,
and approximately $1,037.2 million of the net proceeds to repay existing indebtedness under its senior unsecured revolving credit facility entered into in January 2012 and amended and restated in September 2014, as further amended.
The Company issued the Notes under an indenture dated as of May 23, 2013 (the Base Indenture), as supplemented by a
supplemental indenture dated as of December 8, 2017 (Supplemental Indenture No. 9 and, together with the Base Indenture, 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 2023 notes will mature on June 15, 2023 and bear interest at a rate of 3.000% per annum. The 2028 notes will mature on
January 15, 2028 and bear interest at a rate of 3.600% per annum. Accrued and unpaid interest on the 2023 notes will be payable in U.S. Dollars semi-annually in arrears on June 15 and December 15 of each year, beginning on
June 15, 2018. Accrued and unpaid interest on the 2028 notes will be payable in U.S. Dollars semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2018. Interest on the Notes will accrue from
December 8, 2017 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
Companys ability to merge, consolidate or sell assets and the Companys 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 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 2023 notes prior to their maturity date or the 2028 notes prior to October 15, 2027, 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 2028 notes on or after October 15, 2027, 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.
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 payable immediately.