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 March 31, 2021 December 31, 2020 Maturity Date 2020 Term Loan (1) (2) $ — $ 749.4 N/A 2021 Multicurrency Credit Facility (1) 270.0 — June 28, 2024 2019 Term Loan (1) 995.8 996.1 January 31, 2025 2021 Credit Facility (1) 2,345.0 2,295.0 January 31, 2026 2.250% senior notes 604.0 605.1 January 15, 2022 4.70% senior notes 699.2 699.0 March 15, 2022 3.50% senior notes 996.5 996.1 January 31, 2023 3.000% senior notes 718.7 721.9 June 15, 2023 0.600% senior notes 497.1 496.8 January 15, 2024 5.00% senior notes 1,001.2 1,001.3 February 15, 2024 3.375% senior notes 646.0 645.7 May 15, 2024 2.950% senior notes 643.4 643.1 January 15, 2025 2.400% senior notes 745.3 745.0 March 15, 2025 1.375% senior notes (3) 580.2 604.1 April 4, 2025 4.000% senior notes 744.8 744.3 June 1, 2025 1.300% senior notes 495.6 495.4 September 15, 2025 4.400% senior notes 497.2 497.1 February 15, 2026 1.600% senior notes 694.4 — April 15, 2026 1.950% senior notes (3) 581.2 605.2 May 22, 2026 3.375% senior notes 989.9 989.5 October 15, 2026 3.125% senior notes 398.0 397.9 January 15, 2027 2.750% senior notes 744.5 744.3 January 15, 2027 3.55% senior notes 745.0 744.8 July 15, 2027 0.500% senior notes (3) 871.2 907.4 January 15, 2028 3.600% senior notes 693.6 693.4 January 15, 2028 1.500% senior notes 645.3 645.1 January 31, 2028 3.950% senior notes 590.8 590.6 March 15, 2029 3.800% senior notes 1,633.9 1,633.5 August 15, 2029 2.900% senior notes 741.9 741.7 January 15, 2030 2.100% senior notes 740.5 740.2 June 15, 2030 1.875% senior notes 790.8 790.5 October 15, 2030 2.700% senior notes 693.3 — April 15, 2031 1.000% senior notes (3) 754.5 786.1 January 15, 2032 3.700% senior notes 591.9 591.9 October 15, 2049 3.100% senior notes 1,037.8 1,037.7 June 15, 2050 2.950% senior notes 538.3 538.2 January 15, 2051 Total American Tower Corporation debt 26,956.8 26,113.4 Series 2013-2A securities (4) 1,297.0 1,296.6 March 15, 2023 Series 2018-1A securities (4) 494.8 494.6 March 15, 2028 Series 2015-2 notes (5) 522.2 522.1 June 16, 2025 InSite Debt (6) — 800.0 N/A Other subsidiary debt (7) 26.1 32.9 Various Total American Tower subsidiary debt 2,340.1 3,146.2 Finance lease obligations 29.9 27.9 Total 29,326.8 29,287.5 Less current portion of long-term obligations (1,336.5) (789.8) Long-term obligations $ 27,990.3 $ 28,497.7 _______________ (1) Accrues interest at a variable rate. (2) Repaid in full on February 5, 2021 using borrowings from the 2021 Multicurrency Credit Facility (as defined below) and cash on hand. (3) Notes are denominated in Euros (“EUR”). (4) Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048. (5) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050. (6) Debt entered into by certain InSite subsidiaries acquired in connection with the InSite Acquisition (the “InSite Debt”). On January 15, 2021, all amounts outstanding under the InSite Debt were repaid. (7) Includes (a) the Colombian credit facility, which is denominated in Colombian Pesos (“COP”) and amortizes through April 24, 2021, (b) 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 subj ect to the satisfaction of specified conditions or (ii) three years from the note origination date, and (c) 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) $600.0 million aggregate principal amount of 2.250% senior unsecured notes due January 15, 2022 and (ii) $700.0 million aggregate principal amount of 4.70% senior unsecured notes due March 15, 2022. 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. Repayment of InSite Debt— The InSite Debt included securitizations entered into by certain InSite subsidiaries. The Company acquired this debt in connection with the InSite Acquisition. The InSite Debt was recorded at fair value upon acquisition. On January 15, 2021, the Company repaid the entire amount outstanding under the InSite Debt, plus accrued and unpaid interest up to, but excluding, January 15, 2021, for an aggregate redemption price of $826.4 million, including $2.3 million in accrued and unpaid interest. The Company recorded a loss on retirement of long-term obligations of approximately $25.7 million, which includes prepayment consideration partially offset by the unamortized fair value adjustment recorded upon acquisition. The repayment of the InSite Debt was funded with borrowings under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility (as defined below) and cash on hand. Offerings of Senior Notes 1.600% Senior Notes and 2.700% Senior Notes Offering— On March 29, 2021, the Company completed a registered public offering of $700.0 million aggregate principal amount of 1.600% senior unsecured notes due 2026 (the “1.600% Notes”) and $700.0 million aggregate principal amount of 2.700% senior unsecured notes due 2031 (the “2.700% Notes” and, together with the 1.600% Notes, the “Notes”). The net proceeds from this offering were approximately $1,386.3 million , after deducting commissions and estimated expenses. The Company used all of the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility. 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) 1.600% Notes $ 700.0 March 29, 2021 April 15, 2026 1.600 % October 15, 2021 April 15 and October 15 March 15, 2026 2.700% Notes $ 700.0 March 29, 2021 April 15, 2031 2.700 % October 15, 2021 April 15 and October 15 January 15, 2031 ___________ (1) Accrued and unpaid interest 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. (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. If the Company undergoes a change of control and corresponding ratings decline, each as defined in the supplemental indenture for the Notes, 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 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 applicable supplemental indenture. Bank Facilities Amendments to Bank Facilities —On February 10, 2021, the Company amended and restated its senior unsecured multicurrency revolving credit facility (as amended, the “2021 Multicurrency Credit Facility”) and its senior unsecured revolving credit facility (as amended, the “2021 Credit Facility”) and entered into an amendment agreement with respect to its $1.0 billion unsecured term loan, as amended and restated in December 2019 (as amended, the “2019 Term Loan”). These amendments, among other things, i. extend the maturity dates by one year to June 28, 2024 and January 31, 2026 for the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively, ii. increase the commitments under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility to $4.1 billion and $2.9 billion, respectively, of which 1.3 billion EUR borrowed under the 2021 Multicurrency Credit Facility is to be reserved to finance the Pending Telxius Acquisition (as defined in note 14), iii. increase the maximum Revolving Loan Commitments, after giving effect to any Incremental Commitments (each as defined in the loan agreements for each of the 2021 Multicurrency Credit Facility and the 2021 Credit Facility) to $6.1 billion and $4.4 billion under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, respectively, iv. expand the sublimit for multicurrency borrowings under the 2021 Multicurrency Credit Facility from $1.0 billion to $3.0 billion and add a EUR borrowing option for the 2021 Credit Facility with a $1.5 billion sublimit, v. amend the limitation of the Company’s permitted ratio of Total Debt to Adjusted EBITDA (each as defined in each of the loan agreements for each of the facilities) to be no greater than 7.50 to 1.00 for the four fiscal quarters following the consummation of the Pending Telxius Acquisition, stepping down to 6.00 to 1.00 thereafter (with a further step up to 7.00 to 1.00 if the Company consummates a Qualified Acquisition (as defined in each of the loan agreements for the facilities)), vi. amend the limitation on indebtedness of, and guaranteed by, the Company’s subsidiaries to the greater of (a) $3.0 billion and (b) 50% of Adjusted EBITDA (as defined in each of the loan agreements for the facilities) of the Company and its subsidiaries on a consolidated basis and vii. increase the threshold for certain defaults with respect to judgments, attachments or acceleration of indebtedness from $400.0 million to $500.0 million. 2021 Multicurrency Credit Facility— During the three months ended March 31, 2021, the Company borrowed an aggregate of $1.8 billion and repaid an aggregate of $1.6 billion of revolving indebtedness under the 2021 Multicurrency Credit Facility. The Company used the borrowings to repay existing indebtedness, including the InSite Debt and its $750.0 million unsecured term loan due February 12, 2021 (the “2020 Term Loan”), and for general corporate purposes. 2021 Credit Facility— During the three months ended March 31, 2021, the Company borrowed an aggregate of $50.0 million and made no repayments of revolving indebtedness under the 2021 Credit Facility. The Company used the borrowings for general corporate purposes. Repayment of the 2020 Term Loan —On February 5, 2021, the Company repaid all amounts outstanding under the 2020 Term Loan with borrowings from the 2021 Multicurrency Credit Facility and cash on hand. 2021 Delayed Draw Term Loans —On February 10, 2021, the Company entered into (i) a 1.1 billion EUR (approximately $1.3 billion at the date of signing) unsecured term loan, the proceeds of which are to be used to fund the Pending Telxius Acquisition, with a maturity date that is 364 days from the date of the first draw thereunder and that bears interest at a rate based on the senior unsecured debt rating of the Company, which, based on the Company’s current debt ratings, is 1.000% above the Euro Interbank Offered Rate (“EURIBOR”) (the “2021 364-Day Delayed Draw Term Loan”) and (ii) an 825.0 million EUR (approximately $1.0 billion at the date of signing) unsecured term loan, the proceeds of which are to be used to fund the Pending Telxius Acquisition, with a maturity date that is three years from the date of the first draw thereunder and that bears interest at a rate based on the senior unsecured debt rating of the Company, which, based on the Company’s current debt ratings, is 1.125% above EURIBOR (the “2021 Three Year Delayed Draw Term Loan,” and, together with the 2021 364-Day Delayed Draw Term Loan, the “2021 Delayed Draw Term Loans”). The loan agreements for the 2021 Delayed Draw Term Loans contain 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 agreements could not only prevent the Company from being able to borrow additional funds under the revolving credit facilities, but 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. Bridge Facility —In connection with entering into the Pending Telxius Acquisition, the Company entered into a commitment letter (the “Commitment Letter”), dated January 13, 2021, with Bank of America, N.A. and BofA Securities, Inc. (together, “BofA”) pursuant to which BofA has, with respect to bridge financing, committed to provide up to 7.5 billion EUR (approximately $9.1 billion at the date of signing) in bridge loans (the “Bridge Loan Commitment”) to ensure financing for the Pending Telxius Acquisition. Effective February 10, 2021, the Bridge Loan Commitment was reduced to 4.275 billion EUR (approximately $5.2 billion at the date of signing) as a result of an aggregate of 3.225 billion EUR (approximately $3.9 billion at the date of signing) of additional committed amounts under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2021 Delayed Draw Term Loans, as described above. The Commitment Letter contains, and the credit agreement in respect of the Bridge Loan Commitment, if any, will contain, certain customary conditions to funding, including, without limitation, (i) the execution and delivery of definitive financing agreements for the Bridge Loan Commitment and (ii) other customary closing conditions set forth in the Commitment Letter. The Company will pay certain customary commitment fees and, in the event it makes any borrowings in connection with the Bridge Loan Commitment, funding and other fees. India Credit Facility —During the three months ended March 31, 2021, the Company entered into a working capital facility in India with a borrowing capacity of 1.0 billion Indian Rupees (“INR”) (approximately $13.7 million). The working capital facility is subject to annual renewal and bears interest at a rate equal to the one-month India Treasury Bill rate at the time of borrowing plus a spread. As of March 31, 2021, the Company has not borrowed under this facility. As of March 31, 2021, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2019 Term Loan, the 2021 364-Day Delayed Draw Term Loan, the 2021 Three Year Delayed Draw Term Loan and the Bridge Loan Commitment were as follows: Outstanding Principal Balance Undrawn letters of credit Maturity Date Current margin over LIBOR or EURIBOR (1) Current commitment fee (2) 2021 Multicurrency Credit Facility $ 270.0 $ 3.8 June 28, 2024 (3) 1.125 % 0.110 % 2021 Credit Facility $ 2,345.0 $ 0.8 January 31, 2026 (3) 1.125 % 0.110 % 2019 Term Loan $ 1,000.0 N/A January 31, 2025 1.125 % N/A 2021 364-Day Delayed Draw Term Loan — N/A N/A (4) 1.000 % 0.110 % 2021 Three Year Delayed Draw Term Loan — N/A N/A (4) 1.125 % 0.110 % Bridge Loan Commitment (5) — N/A N/A (5) 1.125 % 0.110 % _______________ (1) LIBOR, which means the London Interbank Offered Rate, applies to the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2019 Term Loan. EURIBOR, which means the Euro Interbank Offered Rate, applies to the 2021 Delayed Draw Term Loans and the Bridge Loan Commitment. (2) Fee on undrawn portion of each credit facility. (3) Subject to two optional renewal periods. (4) The maturity dates for the 2021 364-Day Delayed Draw Term Loan and the 2021 Three Year Delayed Draw Term Loan are 364 days and three years, respectively, from the date of the first borrowing under each facility. As of March 31, 2021, no borrowings were made under these facilities, and as such, no maturity dates have been set. The Company’s ability to borrow thereunder is subject to the occurrence of certain conditions related to the Pending Telxius Acquisition, as set forth in the agreements for the 2021 Delayed Draw Term Loans. |