LONG-TERM DEBT 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 September 30, 2020 December 31, 2019 Maturity Date 2019 364-Day Term Loan (1) (2) $ — $ 999.9 N/A 2020 Term Loan (1) 748.9 — February 12, 2021 2019 Multicurrency Credit Facility (1) — 700.0 June 28, 2023 2019 Term Loan (1) 995.9 995.2 January 31, 2025 2019 Credit Facility (1) 390.0 1,600.0 January 31, 2025 2.800% senior notes (3) — 749.4 N/A 3.300% senior notes (4) — 748.5 N/A 3.450% senior notes (4) — 647.7 N/A 5.900% senior notes (5) — 498.9 N/A 2.250% senior notes 606.2 592.1 January 15, 2022 4.70% senior notes 698.8 698.2 March 15, 2022 3.50% senior notes 995.6 994.3 January 31, 2023 3.000% senior notes 723.8 704.9 June 15, 2023 5.00% senior notes 1,001.4 1,001.7 February 15, 2024 3.375% senior notes 645.3 644.4 May 15, 2024 2.950% senior notes 642.5 641.3 January 15, 2025 2.400% senior notes 744.7 — March 15, 2025 1.375% senior notes (6) 579.1 553.0 April 4, 2025 4.000% senior notes 744.0 743.2 June 1, 2025 1.300% senior notes 495.1 — September 15, 2025 4.400% senior notes 497.0 496.6 February 15, 2026 1.950% senior notes (6) 580.3 554.4 May 22, 2026 3.375% senior notes 989.1 987.9 October 15, 2026 3.125% senior notes 397.9 397.6 January 15, 2027 2.750% senior notes 744.1 743.5 January 15, 2027 3.55% senior notes 744.7 744.1 July 15, 2027 0.500% senior notes (6) 869.8 — January 15, 2028 3.600% senior notes 693.2 692.6 January 15, 2028 3.950% senior notes 590.3 589.6 March 15, 2029 3.800% senior notes 1,632.9 1,631.7 August 15, 2029 2.900% senior notes 741.5 — January 15, 2030 2.100% senior notes 740.0 — June 15, 2030 1.875% senior notes 790.3 — October 15, 2030 1.000% senior notes (6) 753.4 — January 15, 2032 3.700% senior notes 591.9 591.8 October 15, 2049 3.100% senior notes 1,037.7 — June 15, 2050 Total American Tower Corporation debt 22,405.4 20,942.5 Series 2013-2A securities (7) 1,296.2 1,295.0 March 15, 2023 Series 2018-1A securities (7) 494.4 493.8 March 15, 2028 Series 2015-1 notes (8) — 349.6 N/A Series 2015-2 notes (9) 521.9 521.4 June 16, 2025 Other subsidiary debt (10) 38.6 422.4 Various Total American Tower subsidiary debt 2,351.1 3,082.2 Finance lease obligations 25.8 30.7 Total 24,782.3 24,055.4 Less current portion of long-term obligations (771.3) (2,928.2) Long-term obligations $ 24,011.0 $ 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) Repaid in full on May 11, 2020 with borrowings from the 2019 Credit Facility and cash on hand. (4) Repaid in full on July 6, 2020 with borrowings from the 2019 Credit Facility and cash on hand. (5) Repaid in full on January 15, 2020 with borrowings from the 2019 Credit Facility and cash on hand. (6) Notes are denominated in Euros (“EUR”). (7) Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048. (8) Repaid in full on the June 2020 payment date with cash on hand. (9) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050. (10) 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 Holdings Limited (“Eaton Towers”) subsidiaries acquired in connection with the Eaton Towers Acquisition (as defined in note 14) (the “Eaton Towers Debt”), which was denominated in multiple currencies, including USD, EUR, Kenyan Shilling and West African CFA Franc. During the nine months ended September 30, 2020, the Company repaid all of the outstanding Eaton Towers Debt (approximately $330.6 million at the dates of payment). 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 $750.0 million under its unsecured term loan entered into on February 13, 2020 (the “2020 Term Loan”). 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. Securitizations Repayment of Series 2015-1 Notes —On the June 2020 payment date, the Company repaid the entire $350.0 million aggregate principal amount outstanding under the American Tower Secured Revenue Notes, Series 2015-1, Class A (the “Series 2015-1 Notes”), pursuant to the terms of the agreements governing such securities. The repayment was funded with cash on hand. 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 $2.35 billion senior unsecured revolving credit facility, as amended and restated in December 2019 (the “2019 Credit Facility”), and cash on hand. Repayment of 2.800% Senior Notes —On May 11, 2020, the Company redeemed all of the $750.0 million aggregate principal amount of 2.800% senior unsecured notes due 2020 (the “2.800% Notes”) at a price equal to the principal amount, together with accrued interest up to, but excluding May 11, 2020, for an aggregate redemption price of approximately $759.3 million, including $9.3 million in accrued interest. The redemption was funded with borrowings under the 2019 Credit Facility and cash on hand. Repayment of 3.450% Senior Notes and 3.300% Senior Notes —On July 6, 2020, the Company redeemed all of the $650.0 million aggregate principal amount of 3.450% senior unsecured notes due 2021 (the “3.450% Notes”) at a price equal to 103.5980% of the principal amount of the 3.450% Notes, plus accrued and unpaid interest up to, but excluding, July 6, 2020, for an aggregate redemption price of $680.3 million, including $6.9 million in accrued and unpaid interest. Also on July 6, 2020, the Company redeemed all of the $750.0 million aggregate principal amount of 3.300% senior unsecured notes due 2021 (the “3.300% Notes”) at a price equal to 101.5090% of the principal amount of the 3.300% Notes, plus accrued and unpaid interest up to, but excluding, July 6, 2020, for an aggregate redemption price of $771.0 million, including $9.7 million in accrued and unpaid interest. The Company recorded a loss on retirement of long-term obligations of approximately $37.2 million, which includes prepayment consideration of $34.7 million and the associated unamortized discount and deferred financing costs. The redemptions were funded with borrowings under the 2019 Credit Facility and cash on hand. 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. 1.300% Senior Notes, 2.100% Senior Notes and 3.100% Senior Notes Offering— On June 3, 2020, the Company completed a registered public offering of $500.0 million aggregate principal amount of 1.300% senior unsecured notes due 2025 (the “1.300% Notes”), $750.0 million aggregate principal amount of 2.100% senior unsecured notes due 2030 (the “2.100% Notes”) and $750.0 million aggregate principal amount of 3.100% senior unsecured notes due 2050 (the “Initial 3.100% Notes”) . The net proceeds from this offering were approximately $1,968.2 million, after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2019 Credit Facility and for general corporate purposes. 0.500% Senior Notes and 1.000% Senior Notes Offering— On September 10, 2020, the Company completed a registered public offering of 750.0 million EUR ($886.1 million at the date of issuance) aggregate principal amount of 0.500% senior unsecured notes due 2028 (the “0.500% Notes”) and 650.0 million EUR ($768.0 million at the date of issuance) aggregate principal amount of 1.000% senior unsecured notes due 2032 (the “1.000% Notes”). The net proceeds from this offering were approximately 1,385.2 million EUR ($1,636.6 million at the date of issuance), after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under its $3.1 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2019 (the “2019 Multicurrency Credit Facility”), and the April 2020 Term Loan (as defined below) and for general corporate purposes. 1.875% Senior Notes and 3.100% Senior Notes Offering— On September 28, 2020, the Company completed a registered public offering of $300.0 million aggregate principal amount through a reopening of the Initial 3.100% Notes (the “Reopened 3.100% Notes” and, collectively with the Initial 3.100% Notes, the “3.100% Notes”) and $800.0 million aggregate principal amount of 1.875% senior unsecured notes due 2030 (the “1.875% Notes” and, collectively with the 2.400% Notes, the 2.900% Notes, the 1.300% Notes, the 2.100% Notes, the 3.100% Notes, the 0.500% Notes and the 1.000% Notes, the “Notes”). The net proceeds from this offering were approximately $1,092.1 million, after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2019 Credit Facility and the April 2020 Term Loan. The key terms of the Notes are as follows: Senior Notes Aggregate Principal Amount (in millions) Issue Date and Interest Accrual Date Maturity Date Contractual Interest Rate First Interest Payment Interest Payments Due (1) Par Call Date (2) 2.400% Notes $ 750.0 January 10, 2020 March 15, 2025 2.400 % September 15, 2020 March 15 and September 15 February 15, 2025 2.900% Notes $ 750.0 January 10, 2020 January 15, 2030 2.900 % July 15, 2020 January 15 and July 15 October 15, 2029 1.300% Notes $ 500.0 June 3, 2020 September 15, 2025 1.300 % March 15, 2021 March 15 and September 15 August 15, 2025 2.100% Notes $ 750.0 June 3, 2020 June 15, 2030 2.100 % December 15, 2020 June 15 and December 15 March 15, 2030 3.100% Notes (3) $ 1,050.0 June 3, 2020 June 15, 2050 3.100 % December 15, 2020 June 15 and December 15 December 15, 2049 0.500% Notes (4) $ 886.1 September 10, 2020 January 15, 2028 0.500 % January 15, 2021 January 15 October 15, 2027 1.000% Notes (4) $ 768.0 September 10, 2020 January 15, 2032 1.000 % January 15, 2021 January 15 October 15, 2031 1.875% Notes $ 800.0 September 28, 2020 October 15, 2030 1.875 % April 15, 2021 April 15 and October 15 July 15, 2030 ___________ (1) Accrued and unpaid interest on USD denominated notes is payable in USD semi-annually in arrears and will be computed from the issue date on the basis of a 360-day year comprised of twelve 30-day months. Interest on EUR denominated notes is payable in EUR annually in arrears 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, beginning on the issue date. (2) 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 Notes on or after the par call date, the Company will not be required to pay a make-whole premium. (3) The Initial 3.100% Notes were issued on June 3, 2020. The Reopened 3.100% Notes were issued on September 28, 2020. (4) The 0.500% Notes and the 1.000% Notes are denominated in EUR. Represents the dollar equivalent of the aggregate principal amount as of the issue date. If the Company undergoes a change of control and corresponding ratings decline, each as defined in the applicable supplemental indenture, the Company 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 3.5x Adjusted EBITDA, as defined in the applicable supplemental indenture. Bank Facilities— During the nine months ended September 30, 2020, the Company increased the commitments under the 2019 Multicurrency Credit Facility and the 2019 Credit Facility by $100.0 million each to $3.1 billion and $2.35 billion, respectively. 2019 Multicurrency Credit Facility— During the nine months ended September 30, 2020, the Company borrowed an aggregate of 910.0 million EUR ($1.0 billion as of the borrowing dates) and repaid an aggregate of $1.8 billion, including 910.0 million EUR ($1.1 billion as of the repayment dates), of revolving indebtedness under the 2019 Multicurrency Credit Facility. The Company used the borrowings to repay existing indebtedness and for general corporate purposes. 2019 Credit Facility— During the nine months ended September 30, 2020, the Company borrowed an aggregate of $4.4 billion and repaid an aggregate of $5.6 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 its $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. 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. April 2020 Term Loan —On April 3, 2020, the Company entered into a $1.14 billion unsecured term loan due April 2, 2021, which was subsequently increased to $1.19 billion effective April 21, 2020 (the “April 2020 Term Loan”), the net proceeds of which were used to repay outstanding indebtedness under the 2019 Credit Facility. During the three months ended September 30, 2020, the Company repaid all amounts outstanding under the April 2020 Term Loan with proceeds from the issuances of the 0.500% Notes, the 1.000% Notes, the 1.875% Notes and the Reopened 3.100% Notes. As of September 30, 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 $ — (3) $ 3.8 June 28, 2023 (4) 1.125 % 0.110 % 2019 Credit Facility $ 390.0 $ 0.8 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. |