LONG-TERM OBLIGATIONS | LONG-TERM OBLIGATIONS Outstanding amounts under the Company’s long-term obligations, reflecting discounts, premiums, debt issuance costs and fair value adjustments due to interest rate swaps consisted of the following: As of June 30, 2019 December 31, 2018 Maturity Date 2018 Term Loan (1) (2) $ — $ 1,499.8 March 29, 2019 2019 Term Loan (1) 1,299.4 — February 13, 2020 2013 Credit Facility (1) 642.0 1,875.0 June 28, 2022 2013 Term Loan (1) 995.3 994.8 January 31, 2024 2014 Credit Facility (1) — — January 31, 2024 3.40% senior notes (3) — 1,000.0 February 15, 2019 2.800% senior notes 748.6 747.8 June 1, 2020 5.050% senior notes (4) — 698.7 September 1, 2020 3.300% senior notes 747.8 747.2 February 15, 2021 3.450% senior notes 647.0 646.3 September 15, 2021 5.900% senior notes 498.6 498.4 November 1, 2021 2.250% senior notes 589.0 572.7 January 15, 2022 4.70% senior notes 697.8 697.4 March 15, 2022 3.50% senior notes 993.4 992.6 January 31, 2023 3.000% senior notes 704.6 687.5 June 15, 2023 5.00% senior notes 1,001.9 1,002.1 February 15, 2024 3.375% senior notes 643.8 — May 15, 2024 2.950% senior notes 640.5 — January 15, 2025 1.375% senior notes 560.2 564.0 April 4, 2025 4.000% senior notes 742.6 742.1 June 1, 2025 4.400% senior notes 496.3 496.1 February 15, 2026 1.950% senior notes 561.9 566.0 May 22, 2026 3.375% senior notes 987.1 986.3 October 15, 2026 3.125% senior notes 397.5 397.3 January 15, 2027 3.55% senior notes 743.8 743.5 July 15, 2027 3.600% senior notes 692.2 691.9 January 15, 2028 3.950% senior notes 589.1 — March 15, 2029 3.800% senior notes 1,630.9 — August 15, 2029 Total American Tower Corporation debt 18,251.3 17,847.5 Series 2013-2A securities (5) 1,294.2 1,293.4 March 15, 2023 Series 2018-1A securities (5) 493.9 493.5 March 15, 2028 Series 2015-1 notes (6) 349.2 348.8 June 15, 2020 Series 2015-2 notes (7) 521.1 520.8 June 16, 2025 India indebtedness (8) — 240.1 Various India preference shares (9) — 23.9 March 2, 2020 Shareholder loan (10) — 59.9 December 31, 2019 Other subsidiary debt (11) 120.7 152.5 Various Total American Tower subsidiary debt 2,779.1 3,132.9 Finance and capital lease obligations 27.7 179.5 Total 21,058.1 21,159.9 Less current portion of long-term obligations (2,442.2 ) (2,754.8 ) Long-term obligations $ 18,615.9 $ 18,405.1 _______________ (1) Accrues interest at a variable rate. (2) Repaid in full on February 14, 2019 using proceeds from the 2019 Term Loan (as defined below) and cash on hand. (3) Repaid in full on the maturity date in February 2019 with borrowings from the 2013 Credit Facility and the 2014 Credit Facility (each as defined below). (4) Repaid in full on April 22, 2019 with borrowings from the 2014 Credit Facility and cash on hand. (5) Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048. (6) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2045. (7) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050. (8) Denominated in Indian Rupees (“INR”). Included India working capital facilities, remaining debt assumed by the Company in connection with the Viom Acquisition (as defined in note 12) and debt that had been entered into by ATC TIPL. During the three months ended March 31, 2019, the Company repaid all remaining debt assumed in connection with the Viom Acquisition and debt entered into by ATC TIPL. (9) Mandatorily redeemable preference shares (the “Preference Shares”) denominated in INR and classified as debt. The Preference Shares were redeemed on March 2, 2019. (10) Reflects balance owed to the Company’s joint venture partner in Ghana. The Ghana loan is denominated in Ghanaian Cedi (“GHS”). On June 14, 2019, the Company purchased the remaining 294.4 million GHS ( $56.8 million ) of principal outstanding under the Ghana loan, plus unpaid interest. Amounts under the loan are now owed to one of the Company’s subsidiaries and, as a result, are eliminated in consolidation as of the purchase date. (11) Includes the South African credit facility, which is denominated in South African Rand and amortizes through December 17, 2020, the Colombian credit facility, which is denominated in Colombian Pesos and amortizes through April 24, 2021, the Brazil credit facility, which is denominated in Brazilian Reais and amortizes through January 15, 2022, the Kenya debt, which is denominated in U.S. Dollars (“USD”) and is payable either (i) in future installments subject to the satisfaction of specified conditions or (ii) three years from the note origination date, and U.S. subsidiary debt related to a seller-financed acquisition. Current portion of long-term obligations— The Company’s current portion of long-term obligations primarily includes (i) $1.3 billion under its unsecured term loan entered into on February 14, 2019 (the “2019 Term Loan”), (ii) $750.0 million aggregate principal amount of 2.800% senior unsecured notes due 2020 and (iii) $350.0 million aggregate principal amount of the American Tower Secured Revenue Notes, Series 2015-1, Class A, issued by GTP Acquisition Partners I, LLC in a private securitization transaction in May 2015, with anticipated repayment date in 2020. Securitized Debt— Cash flows generated by the sites that secure the securitized debt of the Company are only available for payment of such debt and are not available to pay the Company’s other obligations or the claims of its creditors. However, subject to certain restrictions, the Company holds the right to receive the excess cash flows not needed to pay the securitized debt and other obligations arising out of the securitizations. The securitized debt is the obligation of the issuers thereof or borrowers thereunder, as applicable, and their subsidiaries, and not of the Company or its other subsidiaries. Repayments of Senior Notes Repayment of 3.40% Senior Notes— On the February 15, 2019 maturity date, the Company repaid $1.0 billion aggregate principal amount of 3.40% senior unsecured notes due 2019 (the “ 3.40% Notes”). The 3.40% Notes were repaid with borrowings from the Company’s multicurrency senior unsecured revolving credit facility entered into in June 2013, as amended (the “2013 Credit Facility”) and the Company’s senior unsecured revolving credit facility entered into in January 2012 and amended and restated in September 2014, as further amended (the “2014 Credit Facility”). Upon completion of the repayment, none of the 3.40% Notes remained outstanding. Repayment of 5.050% Senior Notes— On April 22, 2019, the Company redeemed all of the $700.0 million aggregate principal amount of 5.050% senior unsecured notes due 2020 (the “ 5.050% Notes”) at a price equal to 103.0050% of the principal amount, plus accrued and unpaid interest up to, but excluding April 22, 2019, for an aggregate redemption price of $726.0 million , including $5.0 million in accrued and unpaid interest. The Company recorded a loss on retirement of long-term obligations of $22.1 million , which includes prepayment consideration of $21.0 million and the associated unamortized discount and deferred financing costs. The redemption was funded with borrowings from the 2014 Credit Facility and cash on hand. Upon completion of the repayment, none of the 5.050% Notes remained outstanding. Offerings of Senior Notes 3.375% Senior Notes and 3.950% Senior Notes Offering— On March 15, 2019, the Company completed a registered public offering of $650.0 million aggregate principal amount of 3.375% senior unsecured notes due 2024 (the “ 3.375% Notes”) and $600.0 million aggregate principal amount of 3.950% senior unsecured notes due 2029 (the “ 3.950% Notes”). The net proceeds from this offering were approximately $1,231.0 million , after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2013 Credit Facility and the 2014 Credit Facility. The 3.375% Notes will mature on May 15, 2024 and bear interest at a rate of 3.375% per annum. The 3.950% Notes will mature on March 15, 2029 and bear interest at a rate of 3.950% per annum. Accrued and unpaid interest on the 3.375% Notes will be payable in U.S. Dollars semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2019. Accrued and unpaid interest on the 3.950% Notes will be payable in U.S. Dollars semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2019. Interest on the 3.375% Notes and the 3.950% Notes will accrue from March 15, 2019 and will be computed on the basis of a 360 -day year comprised of twelve 30-day months. 2.950% Senior Notes and 3.800% Senior Notes Offering— On June 13, 2019, the Company completed a registered public offering of $650.0 million aggregate principal amount of 2.950% senior unsecured notes due 2025 (the “ 2.950% Notes”) and $1.65 billion aggregate principal amount of 3.800% senior unsecured notes due 2029 (the “ 3.800% Notes” and, collectively with the 3.375% Notes, the 3.950% Notes and the 2.950% Notes, the “Notes”). The net proceeds from this offering were approximately $2,269.0 million , after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2013 Credit Facility and the 2014 Credit Facility. The 2.950% Notes will mature on January 15, 2025 and bear interest at a rate of 2.950% per annum. The 3.800% Notes will mature on August 15, 2029 and bear interest at a rate of 3.800% per annum. Accrued and unpaid interest on the 2.950% Notes will be payable in U.S. Dollars semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020. Accrued and unpaid interest on the 3.800% Notes will be payable in U.S. Dollars semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2020. Interest on the 2.950% Notes and the 3.800% Notes will accrue from June 13, 2019 and will be computed on the basis of a 360 -day year comprised of twelve 30-day months. The Company may redeem the Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes plus a make-whole premium, together with accrued interest to the redemption date. If the Company redeems the 3.375% Notes on or after April 15, 2024, the 2.950% Notes on or after December 15, 2024, the 3.950% Notes on or after December 15, 2028 or the 3.800% Notes on or after May 15, 2029, it will not be required to pay a make-whole premium. In addition, if the Company undergoes a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture, it may be required to repurchase all of the Notes at a purchase price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The Notes rank equally with all of the Company’s other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of its subsidiaries. The supplemental indentures contain certain covenants that restrict the Company’s ability to merge, consolidate or sell assets and its (together with its subsidiaries’) ability to incur liens. These covenants are subject to a number of exceptions, including that the Company and its subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness if the aggregate amount of indebtedness secured by such liens does not exceed 3.5 x Adjusted EBITDA, as defined in the applicable supplemental indenture. Bank Facilities 2013 Credit Facility— During the six months ended June 30, 2019 , the Company borrowed an aggregate of $995.0 million and repaid an aggregate of $2.2 billion of revolving indebtedness under the 2013 Credit Facility. The Company used the borrowings to fund acquisitions, to purchase redeemable noncontrolling interests in its Indian subsidiary, ATC TIPL, to repay existing indebtedness and for general corporate purposes. 2014 Credit Facility— During the six months ended June 30, 2019 , the Company borrowed an aggregate of $1.6 billion and repaid an aggregate of $1.6 billion of revolving indebtedness under the 2014 Credit Facility. The Company used the borrowings to repay existing indebtedness and for general corporate purposes. 2019 Term Loan— During the six months ended June 30, 2019 , the Company entered into the 2019 Term Loan, the net proceeds of which were used, together with cash on hand, to repay all outstanding indebtedness under its $1.5 billion unsecured term loan entered into on March 29, 2018. The 2019 Term Loan matures on February 13, 2020. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The 2019 Term Loan may be paid prior to maturity in whole or in part at the Company’s option without penalty or premium. The 2019 Term Loan agreement contains certain reporting, information, financial and operating covenants and other restrictions (including limitations on additional debt, guaranties, sales of assets and liens) with which the Company must comply. Failure to comply with the financial and operating covenants of the loan agreement may constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest and unpaid fees, becoming immediately due and payable. As of June 30, 2019 , the key terms under the 2013 Credit Facility, the 2014 Credit Facility, the Company’s unsecured term loan entered into in October 2013, as amended (the “2013 Term Loan”) and the 2019 Term Loan were as follows: Outstanding Principal Balance (in millions) Undrawn letters of credit (in millions) Maturity Date Current margin over LIBOR (1) Current commitment fee (2) 2013 Credit Facility $ 642.0 $ 3.8 June 28, 2022 (3) 1.125 % 0.125 % 2014 Credit Facility $ — $ 6.2 January 31, 2024 (3) 1.125 % 0.125 % 2013 Term Loan $ 1,000.0 N/A January 31, 2024 1.125 % N/A 2019 Term Loan $ 1,300.0 N/A February 13, 2020 0.800 % N/A _______________ (1) LIBOR means the London Interbank Offered Rate. (2) Fee on undrawn portion of each credit facility. (3) Subject to two optional renewal periods. |