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 September 30, 2021 December 31, 2020 Maturity Date 2020 Term Loan (1) (2) $ — $ 749.4 N/A 2021 Multicurrency Credit Facility (1) (3) 1,568.6 — June 28, 2024 2019 Term Loan (1) 496.3 996.1 January 31, 2025 2021 Credit Facility (1) — 2,295.0 January 31, 2026 2021 364-Day Delayed Draw Term Loan (1) (3) (4) 787.2 — May 28, 2022 2021 Three Year Delayed Draw Term Loan (1) (3) 955.1 — May 28, 2024 2.250% senior notes 601.6 605.1 January 15, 2022 4.70% senior notes (5) 699.6 699.0 March 15, 2022 3.50% senior notes 997.5 996.1 January 31, 2023 3.000% senior notes 714.9 721.9 June 15, 2023 0.600% senior notes 497.6 496.8 January 15, 2024 5.00% senior notes 1,001.0 1,001.3 February 15, 2024 3.375% senior notes 646.6 645.7 May 15, 2024 2.950% senior notes 644.3 643.1 January 15, 2025 2.400% senior notes 745.8 745.0 March 15, 2025 1.375% senior notes (6) 573.6 604.1 April 4, 2025 4.000% senior notes 745.2 744.3 June 1, 2025 1.300% senior notes 496.1 495.4 September 15, 2025 4.400% senior notes 497.5 497.1 February 15, 2026 1.600% senior notes 694.9 — April 15, 2026 1.950% senior notes (6) 574.2 605.2 May 22, 2026 1.450% senior notes 592.6 — September 15, 2026 3.375% senior notes 990.8 989.5 October 15, 2026 3.125% senior notes 398.2 397.9 January 15, 2027 2.750% senior notes 745.0 744.3 January 15, 2027 0.450% senior notes (6) 862.1 — January 15, 2027 3.55% senior notes 745.4 744.8 July 15, 2027 0.500% senior notes (6) 860.3 907.4 January 15, 2028 3.600% senior notes 694.1 693.4 January 15, 2028 1.500% senior notes 645.6 645.1 January 31, 2028 3.950% senior notes 591.3 590.6 March 15, 2029 0.875% senior notes (6) 862.3 — May 21, 2029 3.800% senior notes 1,634.7 1,633.5 August 15, 2029 2.900% senior notes 742.3 741.7 January 15, 2030 2.100% senior notes 740.9 740.2 June 15, 2030 1.875% senior notes 791.2 790.5 October 15, 2030 2.700% senior notes 693.6 — April 15, 2031 2.300% senior notes 690.8 — September 15, 2031 1.000% senior notes (6) 744.9 786.1 January 15, 2032 1.250% senior notes (6) 571.3 — May 21, 2033 3.700% senior notes 592.0 591.9 October 15, 2049 3.100% senior notes 1,037.9 1,037.7 June 15, 2050 2.950% senior notes 1,021.3 538.2 January 15, 2051 Total American Tower Corporation debt 31,186.2 26,113.4 Series 2013-2A securities (7) 1,297.8 1,296.6 March 15, 2023 Series 2018-1A securities (7) 495.1 494.6 March 15, 2028 Series 2015-2 notes (8) 522.6 522.1 June 16, 2025 InSite Debt (9) — 800.0 N/A Other subsidiary debt (10) 11.7 32.9 Various Total American Tower subsidiary debt 2,327.2 3,146.2 Finance lease obligations 32.0 27.9 Total 33,545.4 29,287.5 Less current portion of long-term obligations (2,106.4) (789.8) Long-term obligations $ 31,439.0 $ 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) As of September 30, 2021 reflects borrowings denominated in Euros (“EUR”). (4) Repaid in full on October 7, 2021 , as further discussed in note 17. (5) Repaid in full on October 18, 2021 , as further discussed in note 17. (6) Notes are denominated in EUR. (7) Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048. (8) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050. (9) 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. (10) Includes (a) debt entered into by the Company’s Kenyan subsidiary in connection with an acquisition of sites in Kenya, which is denominated in 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 (b) U.S. subsidiary debt related to a seller-financed acquisition. As of December 31, 2020 also included the Colombian credit facility (the “Colombian Credit Facility”), which was denominated in Colombian Pesos and was fully repaid on its maturity date of April 24, 2021. As of September 30, 2021, no amounts remained outstanding under the Colombian Credit Facility. 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, (ii) $700.0 million aggregate principal amount of 4.70% senior unsecured notes due March 15, 2022 (the “4.70% Notes”) and (iii) 680.0 million EUR (approximately $787.2 million) in borrowings under the 2021 364-Day Delayed Draw Term Loan (as defined below). 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 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”). 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. 0.450% Senior Notes, 0.875% Senior Notes and 1.250% Senior Notes Offering— On May 21, 2021, the Company completed a registered public offering of 750.0 million EUR ($913.7 million at the date of issuance) aggregate principal amount of 0.450% senior unsecured notes due 2027 (the “0.450% Notes”), 750.0 million EUR ($913.7 million at the date of issuance) aggregate principal amount of 0.875% senior unsecured notes due 2029 (the “0.875% Notes”) and 500.0 million EUR ($609.1 million at the date of issuance) aggregate principal amount of 1.250% senior unsecured notes due 2033 (the “1.250% Notes”). The net proceeds from this offering were approximately 1,983.1 million EUR (approximately $2,415.8 million at the date of issuance) , after deducting commissions and estimated expenses. The Company used all of the net proceeds to fund its transaction with Telxius Telecom, S.A. (“Telxius,” and the acquisition, the “Telxius Acquisition”), as further described in note 15. 1.450% Senior Notes, 2.300% Senior Notes and 2.950% Senior Notes Offering —On September 27, 2021, the Company completed a registered public offering of $600.0 million aggregate principal amount of 1.450% senior unsecured notes due 2026 (the “1.450% Notes”), $700.0 million aggregate principal amount of 2.300% senior unsecured notes due 2031 (the “2.300% Notes”) and $500.0 million aggregate principal amount through a reopening of its 2.950% senior unsecured notes due 2051, originally issued on November 20, 2020 (the “2.950% Notes” and, collectively with the 1.600% Notes, the 2.700% Notes, the 0.450% Notes, the 0.875% Notes, the 1.250% Notes, the 1.450% Notes and the 2.300% Notes, the “Notes”). The net proceeds from this offering were approximately $1,765.1 million, after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2019 Term Loan (as defined below) and for general corporate purposes. 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 0.450% Notes (3) $ 913.7 May 21, 2021 January 15, 2027 0.450 % January 15, 2022 January 15 November 15, 2026 0.875% Notes (3) $ 913.7 May 21, 2021 May 21, 2029 0.875 % May 21, 2022 May 21 February 21, 2029 1.250% Notes (3) $ 609.1 May 21, 2021 May 21, 2033 1.250 % May 21, 2022 May 21 February 21, 2033 1.450% Notes $ 600.0 September 27, 2021 September 15, 2026 1.450 % March 15, 2022 March 15 and September 15 August 15, 2026 2.300% Notes $ 700.0 September 27, 2021 September 15, 2031 2.300 % March 15, 2022 March 15 and September 15 June 15, 2031 2.950% Notes (4) $ 1,050.0 September 27, 2021 January 15, 2051 2.950 % January 15, 2022 January 15 and July 15 July 15, 2050 ___________ (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 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 0.450% Notes, the 0.875% Notes and the 1.250% Notes are denominated in EUR. Represents the dollar equivalent of the aggregate principal amount as of the issue date. (4) The initial 2.950% Notes were issued on November 20, 2020. The reopened 2.950% Notes were issued on September 27, 2021. If the Company undergoes a change of control and corresponding ratings decline, each as defined in the applicable 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 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. Subsequent to September 30, 2021, the Company completed a registered public offering of the 0.400% Notes and the 0.950% Notes, each as defined and further discussed in note 17. 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, 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 Telxius Acquisition, which began with the quarter ended June 30, 2021, 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 nine months ended September 30, 2021, the Company borrowed an aggregate of $4.6 billion, including an aggregate of 2.4 billion EUR ($2.9 billion as of the borrowing dates), and repaid an aggregate of $3.0 billion of revolving indebtedness, including an aggregate of 1.0 billion EUR ($1.2 billion as of the repayment date) primarily using proceeds from the ATC Europe Transactions (as defined in note 12), under the 2021 Multicurrency Credit Facility. The Company used the borrowings to fund the Telxius Acquisition, 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 nine months ended September 30, 2021, the Company borrowed an aggregate of $2.9 billion, including an aggregate of 1.2 billion EUR ($1.4 billion as of the borrowing dates), and repaid an aggregate of $5.2 billion of revolving indebtedness, including an aggregate of 1.2 billion EUR ($1.4 billion as of the repayment date) primarily using proceeds from the ATC Europe Transactions, under the 2021 Credit Facility. The Company used the borrowings to fund the Telxius Acquisition and 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 using borrowings from the 2021 Multicurrency Credit Facility and cash on hand. Repayment under the 2019 Term Loan— On September 27, 2021, the Company repaid $500.0 million of indebtedness under the 2019 Term Loan using proceeds from the issuance of the 1.450% Notes, the 2.300% Notes and the 2.950% Notes. 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 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 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”). On May 28, 2021, the Company borrowed 1.1 billion EUR ($1.3 billion as of the borrowing date) under the 2021 364-Day Delayed Draw Term Loan and 825.0 million EUR ($1.0 billion as of the borrowing date) under the 2021 Three Year Delayed Draw Term Loan. The Company used the borrowings to fund the Telxius Acquisition. On September 16, 2021, the Company repaid 420.0 million EUR ($494.2 million as of the repayment date) under the 2021 364-Day Delayed Draw Term Loan using proceeds from the ATC Europe Transactions. Subsequent to September 30, 2021, the Company repaid all remaining amounts outstanding under the 2021 364-Day Delayed Draw Term Loan, as further discussed in note 17. 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 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 had, 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 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 Bridge Loan Commitment was further reduced as a result of the May 2021 common stock offering, as further described in note 11. Effective May 24, 2021, upon receipt of the proceeds from the issuance of the 0.450% Notes, the 0.875% Notes and the 1.250% Notes, the Company determined that it had adequate cash resources and undrawn availability under its revolving credit facilities and the 2021 Delayed Draw Term Loans to fund the cash consideration payable in connection with the Telxius Acquisition and terminated the Commitment Letter. The Company did not make any borrowings under the Bridge Loan Commitment. India Credit Facilities —During the nine months ended September 30, 2021, the Company entered into two working capital facilities in India with an aggregate borrowing capacity of 1.95 billion Indian Rupees (“INR”) (approximately $26.3 million) and one overdraft facility with a borrowing capacity of INR 380.0 million (approximately $5.1 million). The working capital facilities are subject to annual renewals and bear interest at a rate equal to the one-month India Treasury Bill rate at the time of borrowing plus a spread. The overdraft facility bears interest at the Overnight Mumbai Inter-Bank Offer Rate (“MIBOR”) at the time of borrowing plus a spread. As of September 30, 2021, the Company has not borrowed under the facilities. As of September 30, 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 and the 2021 Three Year Delayed Draw Term Loan 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 1,568.6 $ 3.5 June 28, 2024 (3) 1.125 % 0.110 % 2021 Credit Facility — $ 0.9 January 31, 2026 (3) 1.125 % 0.110 % 2019 Term Loan 496.3 N/A January 31, 2025 1.125 % N/A 2021 364-Day Delayed Draw Term Loan 787.2 N/A May 28, 2022 1.000 % 0.110 % 2021 Three Year Delayed Draw Term Loan 955.1 N/A May 28, 2024 1.125 % 0.110 % _______________ (1) LIBOR applies to the USD denominated borrowings under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility and the 2019 Term Loan. EURIBOR applies to the EUR denominated borrowings under the 2021 Multicurrency Credit Facility and the 2021 Credit Facility, and all of the borrowings under the 2021 Delayed Draw Term Loans. (2) Fee on undrawn portion of each credit facility. |