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 March 31, 2020 December 31, 2019 Maturity Date 2019 364-Day Term Loan (1) (2) $ — $ 999.9 N/A 2020 Term Loan (1) 749.9 — February 12, 2021 2019 Multicurrency Credit Facility (1) (3) 965.4 700.0 June 28, 2023 2019 Term Loan (1) 995.4 995.2 January 31, 2025 2019 Credit Facility (1) 1,415.0 1,600.0 January 31, 2025 2.800% senior notes 749.7 749.4 June 1, 2020 3.300% senior notes 748.8 748.5 February 15, 2021 3.450% senior notes 648.0 647.7 September 15, 2021 5.900% senior notes (4) — 498.9 N/A 2.250% senior notes 605.7 592.1 January 15, 2022 4.70% senior notes 698.4 698.2 March 15, 2022 3.50% senior notes 994.7 994.3 January 31, 2023 3.000% senior notes 723.9 704.9 June 15, 2023 5.00% senior notes 1,001.6 1,001.7 February 15, 2024 3.375% senior notes 644.7 644.4 May 15, 2024 2.950% senior notes 641.7 641.3 January 15, 2025 2.400% senior notes 744.2 — March 15, 2025 1.375% senior notes 544.5 553.0 April 4, 2025 4.000% senior notes 743.5 743.2 June 1, 2025 4.400% senior notes 496.7 496.6 February 15, 2026 1.950% senior notes 545.8 554.4 May 22, 2026 3.375% senior notes 988.3 987.9 October 15, 2026 3.125% senior notes 397.7 397.6 January 15, 2027 2.750% senior notes 743.7 743.5 January 15, 2027 3.55% senior notes 744.3 744.1 July 15, 2027 3.600% senior notes 692.8 692.6 January 15, 2028 3.950% senior notes 589.8 589.6 March 15, 2029 3.800% senior notes 1,632.1 1,631.7 August 15, 2029 2.900% senior notes 741.1 — January 15, 2030 3.700% senior notes 591.8 591.8 October 15, 2049 Total American Tower Corporation debt 21,779.2 20,942.5 Series 2013-2A securities (5) 1,295.4 1,295.0 March 15, 2023 Series 2018-1A securities (5) 494.0 493.8 March 15, 2028 Series 2015-1 notes (6) 349.9 349.6 June 15, 2020 Series 2015-2 notes (7) 521.6 521.4 June 16, 2025 Other subsidiary debt (8) 111.7 422.4 Various Total American Tower subsidiary debt 2,772.6 3,082.2 Finance lease obligations 25.6 30.7 Total 24,577.4 24,055.4 Less current portion of long-term obligations (2,640.0) (2,928.2) Long-term obligations $ 21,937.4 $ 21,127.2 _______________ (1) Accrues interest at a variable rate. (2) Repaid in full on February 13, 2020 using proceeds from the 2020 Term Loan (as defined below), borrowings from the 2019 Credit Facility (as defined below) and cash on hand. (3) As of March 31, 2020 reflects borrowings denominated in Euro (“EUR”). (4) Repaid in full on January 15, 2020 with borrowings from the 2019 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) 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, debt entered into by the Company’s Kenyan subsidiary in connection with an acquisition of sites in Kenya, 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, U.S. subsidiary debt related to a seller-financed acquisition and debt entered into by certain Eaton Towers subsidiaries acquired in connection with the Eaton Towers Acquisition (as defined in note 14) (the “Eaton Towers Debt”), which is denominated in multiple currencies, including USD, EUR, Kenyan Shilling (“KES”) and West African CFA Franc. During the three months ended March 31, 2020, the Company repaid all of the outstanding Eaton Towers Debt denominated in USD and KES. Subsequent to March 31, 2020, the Company repaid an additional 24.5 million EUR (approximately $26.8 million at the date of payment) of the outstanding Eaton Towers Debt. As of December 31, 2019, included the Brazil credit facility, which was denominated in Brazilian Reais and was repaid on March 6, 2020. Current portion of long-term obligations— The Company’s current portion of long-term obligations primarily includes (i) $750.0 million under its unsecured term loan entered into on February 13, 2020 (the “2020 Term Loan”), (ii) $750.0 million aggregate principal amount of 2.800% senior unsecured notes due 2020, (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 an anticipated repayment date in 2020 and (iv) $750.0 million aggregate principal amount of 3.300% senior unsecured notes due 2021. 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 service 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 5.900% Senior Notes —On January 15, 2020, the Company redeemed all of the $500.0 million aggregate principal amount of 5.900% senior unsecured notes due 2021 (the “5.900% Notes”) at a price equal to 106.7090% of the principal amount, plus accrued and unpaid interest up to, but excluding January 15, 2020, for an aggregate redemption price of approximately $539.6 million, including $6.1 million in accrued and unpaid interest. The Company recorded a loss on retirement of long-term obligations of $34.6 million, which includes prepayment consideration of $33.5 million and the associated unamortized discount and deferred financing costs. The redemption was funded with borrowings under the Company’s $2.25 billion senior unsecured revolving credit facility, as amended and restated in December 2019 (the “2019 Credit Facility”), and cash on hand. Upon completion of the repayment, none of the 5.900% Notes remained outstanding. Offerings of Senior Notes 2.400% Senior Notes and 2.900% Senior Notes Offering— On January 10, 2020, the Company completed a registered public offering of $750.0 million aggregate principal amount of 2.400% senior unsecured notes due 2025 (the “2.400% Notes”) and $750.0 million aggregate principal amount of 2.900% senior unsecured notes due 2030 (the “2.900% Notes”). The net proceeds from this offering were approximately $1,483.4 million, after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2019 Credit Facility. The 2.400% Notes will mature on March 15, 2025 and bear interest at a rate of 2.400% per annum. The 2.900% Notes will mature on January 15, 2030 and bear interest at a rate of 2.900% per annum. Accrued and unpaid interest on the 2.400% 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, 2020. Accrued and unpaid interest on the 2.900% 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, 2020. Interest on the 2.400% Notes and the 2.900% Notes will accrue from January 10, 2020 and will be computed on the basis of a 360-day year comprised of twelve 30-day months. The supplemental indenture contains 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 3.5x Adjusted EBITDA, as defined in the supplemental indenture. Bank Facilities 2019 Multicurrency Credit Facility— During the three months ended March 31, 2020, the Company borrowed an aggregate of 875.0 million EUR ($971.8 million as of the borrowing dates) and repaid an aggregate of $700.0 million of revolving indebtedness under its $3.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2019 (the “2019 Multicurrency Credit Facility”). The Company used the borrowings to repay existing indebtedness and for general corporate purposes. 2019 Credit Facility— During the three months ended March 31, 2020, the Company borrowed an aggregate of $1.7 billion and repaid an aggregate of $1.9 billion of revolving indebtedness under the 2019 Credit Facility. The Company used the borrowings to repay existing indebtedness, to purchase redeemable noncontrolling interests and for general corporate purposes. 2020 Term Loan— On February 13, 2020, the Company entered into the 2020 Term Loan, the net proceeds of which were used, together with borrowings under the 2019 Credit Facility and cash on hand, to repay all outstanding indebtedness under the $1.3 billion unsecured term loan entered into on February 14, 2019 (the “2019 364-Day Term Loan”). The 2020 Term Loan matures on February 12, 2021. The Company has the option of choosing either a defined base rate or LIBOR as the applicable base rate for borrowings under the 2020 Term Loan. The interest rate on the 2020 Term Loan is 0.65% above LIBOR for LIBOR based borrowings or 0.00% above the defined base rate for base rate borrowings. Any outstanding principal and accrued but unpaid interest will be due and payable in full at maturity. The 2020 Term Loan does not require amortization of principal and may be paid prior to maturity in whole or in part at the Company’s option without penalty or premium. The agreement for the 2020 Term Loan 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. Any 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 March 31, 2020, the key terms under the 2019 Multicurrency Credit Facility, the 2019 Credit Facility, the Company’s $1.0 billion unsecured term loan, as amended and restated in December 2019 (the “2019 Term Loan”), and the 2020 Term Loan were as follows: Outstanding Principal Balance Undrawn letters of credit Maturity Date Current margin over LIBOR (1) Current commitment fee (2) 2019 Multicurrency Credit Facility $ 965.4 (3) $ 3.8 June 28, 2023 (4) 1.125 % 0.110 % 2019 Credit Facility $ 1,415.0 $ 6.1 January 31, 2025 (4) 1.125 % 0.110 % 2019 Term Loan $ 1,000.0 N/A January 31, 2025 1.125 % N/A 2020 Term Loan $ 750.0 N/A February 12, 2021 0.650 % N/A _______________ (1) LIBOR means the London Interbank Offered Rate. (2) Fee on undrawn portion of each credit facility. (3) Reflects borrowings denominated in EUR. |