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, 2023 December 31, 2022 Maturity Date 2021 Multicurrency Credit Facility (1) (2) $ 2,882.7 $ 3,788.7 June 30, 2025 2021 Term Loan (1) 996.5 996.3 January 31, 2027 2021 Credit Facility (1) 1,165.0 1,080.0 January 31, 2027 2021 EUR Three Year Delayed Draw Term Loan (1) (2) 894.0 882.9 May 28, 2024 2021 USD Two Year Delayed Draw Term Loan (1) 1,499.5 1,499.3 December 28, 2023 3.50% senior notes (3) — 999.8 January 31, 2023 3.000% senior notes 697.9 694.5 June 15, 2023 0.600% senior notes 499.2 498.9 January 15, 2024 5.00% senior notes 1,000.2 1,000.5 February 15, 2024 3.375% senior notes 648.7 648.3 May 15, 2024 2.950% senior notes 646.9 646.4 January 15, 2025 2.400% senior notes 747.6 747.3 March 15, 2025 1.375% senior notes (4) 539.1 532.1 April 4, 2025 4.000% senior notes 747.1 746.8 June 1, 2025 1.300% senior notes 497.6 497.3 September 15, 2025 4.400% senior notes 498.3 498.1 February 15, 2026 1.600% senior notes 696.6 696.3 April 15, 2026 1.950% senior notes (4) 538.9 532.1 May 22, 2026 1.450% senior notes 594.8 594.5 September 15, 2026 3.375% senior notes 993.4 992.9 October 15, 2026 3.125% senior notes 398.7 398.6 January 15, 2027 2.750% senior notes 746.3 746.1 January 15, 2027 0.450% senior notes (4) 808.5 798.2 January 15, 2027 0.400% senior notes (4) 537.3 530.4 February 15, 2027 3.650% senior notes 643.7 643.3 March 15, 2027 3.55% senior notes 746.5 746.3 July 15, 2027 3.600% senior notes 695.4 695.1 January 15, 2028 0.500% senior notes (4) 806.8 796.6 January 15, 2028 1.500% senior notes 646.6 646.5 January 31, 2028 5.500% senior notes 692.6 — March 15, 2028 3.950% senior notes 592.9 592.6 March 15, 2029 0.875% senior notes (4) 808.0 797.8 May 21, 2029 3.800% senior notes 1,637.3 1,636.8 August 15, 2029 2.900% senior notes 743.6 743.4 January 15, 2030 2.100% senior notes 742.4 742.2 June 15, 2030 0.950% senior notes (4) 535.3 528.5 October 5, 2030 1.875% senior notes 792.7 792.5 October 15, 2030 2.700% senior notes 694.6 694.4 April 15, 2031 2.300% senior notes 692.1 691.9 September 15, 2031 1.000% senior notes (4) 697.9 689.1 January 15, 2032 4.050% senior notes 642.4 642.2 March 15, 2032 5.650% senior notes 789.9 — March 15, 2033 1.250% senior notes (4) 535.2 528.5 May 21, 2033 3.700% senior notes 592.3 592.2 October 15, 2049 3.100% senior notes 1,038.3 1,038.3 June 15, 2050 2.950% senior notes 1,022.7 1,022.5 January 15, 2051 Total American Tower Corporation debt 36,064.0 36,307.0 Series 2013-2A securities (5) — 1,299.7 N/A Series 2018-1A securities (6) 496.3 496.1 March 15, 2028 Series 2023-1A securities (7) 1,281.6 — March 15, 2028 Series 2015-2 notes (8) 523.6 523.4 June 16, 2025 Other subsidiary debt (9) 155.5 16.2 Various Total American Tower subsidiary debt 2,457.0 2,335.4 Finance lease obligations 21.0 27.8 Total 38,542.0 38,670.2 Less current portion of long-term obligations (3,856.4) (4,514.2) Long-term obligations $ 34,685.6 $ 34,156.0 _______________ (1) Accrues interest at a variable rate. (2) Reflects borrowings denominated in Euro (“EUR”) and, for the 2021 Multicurrency Credit Facility (as defined below), reflects borrowings denominated in both EUR and U.S. Dollars (“USD”). (3) Repaid in full on January 31, 2023 using borrowings under the 2021 Credit Facility (as defined below). (4) Notes are denominated in EUR. (5) Repaid in full on the March 2023 repayment date using proceeds from the 2023 Securitization (as defined below). (6) Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048. (7) Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2053. (8) Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050. (9) Includes amounts drawn under letters of credit in Nigeria, which are denominated in USD, and the India Term Loan (as defined below), which is denominated in Indian Rupee (“INR”). Current portion of long-term obligations— The Company’s current portion of long-term obligations primarily includes (i) $1.5 billion in borrowings under the 2021 USD Two Year Delayed Draw Term Loan (as defined below), (ii) $700.0 million aggregate principal amount of the Company’s 3.000% senior unsecured notes due June 15, 2023, (iii) $500.0 million aggregate principal amount of the Company’s 0.600% senior unsecured notes due January 15, 2024 and (iv) $1.0 billion aggregate principal amount of the Company’s 5.00% senior unsecured notes due February 15, 2024. Securitized Debt— Cash flows generated by the communications 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 Series 2013-2A Securities —On the March 2023 repayment date, the Company repaid the entire $1.3 billion aggregate principal amount outstanding under the Company’s Secured Tower Revenue Securities, Series 2013-2A due 2023 (the “Series 2013-2A Notes”), pursuant to the terms of the agreements governing such securities. The repayment was funded with proceeds from the 2023 Securitization (as defined below). Secured Tower Revenue Securities, Series 2023-1, Subclass A and Series 2023-1, Subclass R —On March 13, 2023, the Company completed a securitization transaction (the “2023 Securitization”), in which American Tower Trust I (the “Trust”) issued $1.3 billion aggregate principal amount of Secured Tower Revenue Securities, Series 2023-1, Subclass A (the “Series 2023-1A Securities”). To satisfy the applicable risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act” and, such requirements, the “Risk Retention Rules”), the Trust issued, and one of the Company’s affiliates purchased, $68.5 million aggregate principal amount of Secured Tower Revenue Securities, Series 2023-1, Subclass R (the “Series 2023-1R Securities” and, together with the Series 2023-1A Securities, the “2023 Securities”) to retain an “eligible horizontal residual interest” (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the 2023 Securities. The assets of the Trust consist of a nonrecourse componentized loan, which also secures each of (i) the Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”) and (ii) the Secured Tower Revenue Securities, Series 2018-1, Subclass R (the “Series 2018-1R Securities” and, together with the Series 2018-1A Securities, the “2018 Securities”) issued in a securitization transaction in March 2018 (the “2018 Securitization” and, together with the 2023 Securitization, the “Trust Securitizations”) (the “Loan”) made by the Trust to American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, the “AMT Asset Subs”). The AMT Asset Subs are jointly and severally liable under the Loan, which is secured primarily by mortgages on the AMT Asset Subs’ interests in 5,036 broadcast and wireless communications towers and related assets (the “Trust Sites”). The 2023 Securities correspond to components of the Loan made to the AMT Asset Subs pursuant to the Second Supplement and Amendment dated as of March 13, 2023 (the “2023 Supplement”) to the Second Amended and Restated Loan and Security Agreement dated as of March 29, 2018 (the “Loan Agreement,” which continues to govern the 2018 Securities, and collectively, the “Trust Loan Agreement”). The 2023 Securities represent a pass-through interest in the components of the Loan corresponding to the 2023 Securities. The Series 2023-1A Securities have an interest rate of 5.490% and the Series 2023-1R Securities have an interest rate of 5.735%. The 2023 Securities have an expected life of approximately five years with a final repayment date in March 2053. The debt service on the Loan will be paid solely from the cash flows generated from the operation of the Trust Sites held by the AMT Asset Subs. The AMT Asset Subs are required to make monthly payments of interest on the Loan. Subject to certain limited exceptions described below, no payments of principal will be required to be made on the components of the Loan corresponding to the 2023 Securities prior to the monthly payment date in March 2028, which is the anticipated repayment date for such components. The AMT Asset Subs may prepay the Loan at any time, provided it is accompanied by applicable prepayment consideration. If the prepayment occurs within twelve months of the anticipated repayment date for the 2023 Securities, no prepayment consideration is due. The entire unpaid principal balance of the components of the Loan corresponding to the 2023 Securities will be due in March 2053. Under the Trust Loan Agreement, the AMT Asset Subs are required to maintain reserve accounts, including for ground rents, real estate and personal property taxes and insurance premiums, and, in certain circumstances, to reserve a portion of advance rents from tenants on the Trust Sites. Based on the terms of the Trust Loan Agreement, all rental cash receipts received each month are reserved for the succeeding month and held in an account controlled by the trustee and then released. The $77.7 million held in the reserve accounts as of March 31, 2023 is classified as restricted cash on the Company’s accompanying condensed consolidated balance sheet. Repayment of 3.50% Senior Notes —On January 31, 2023, the Company repaid $1.0 billion aggregate principal amount of the 3.50% senior unsecured notes due 2023 (the “3.50% Notes”) upon their maturity. The 3.50% Notes were repaid using borrowings under the 2021 Credit Facility. Upon completion of the repayment, none of the 3.50% Notes remained outstanding. Offering of Senior Notes 5.500% Senior Notes and 5.650% Senior Notes Offering— On March 3, 2023, the Company completed a registered public offering of $700.0 million aggregate principal amount of 5.500% senior unsecured notes due 2028 (the “5.500% Notes”) and $800.0 million aggregate principal amount of 5.650% senior unsecured notes due 2033 (the “5.650% Notes” and, together with the 5.500% Notes, the “Notes”). The net proceeds from this offering were approximately $1,480.9 million, after deducting commissions and estimated expenses. The Company used the net proceeds to repay existing indebtedness under the 2021 Multicurrency Credit Facility and the 2021 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) 5.500% Notes $ 700.0 March 3, 2023 March 15, 2028 5.500% September 15, 2023 March 15 and September 15 February 15, 2028 5.650% Notes $ 800.0 March 3, 2023 March 15, 2033 5.650% September 15, 2023 March 15 and September 15 December 15, 2032 ___________ (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. (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 supplemental indenture. Bank Facilities 2021 Multicurrency Credit Facility— During the three months ended March 31, 2023, the Company borrowed an aggregate of $725.0 million and repaid an aggregate of $1.6 billion of revolving indebtedness under the Company’s $6.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2021 (the “2021 Multicurrency Credit Facility”). The Company used the borrowings for general corporate purposes. 2021 Credit Facility— During the three months ended March 31, 2023, the Company borrowed an aggregate of $1.0 billion and repaid an aggregate of $935.0 million of revolving indebtedness under the Company’s $4.0 billion senior unsecured revolving credit facility, as amended and restated in December 2021 (the “2021 Credit Facility”). The Company used the borrowings to repay outstanding indebtedness, including the 3.50% Notes. As of March 31, 2023, the key terms under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the Company’s $1.0 billion unsecured term loan, as amended and restated in December 2021 (the “2021 Term Loan”), the Company’s 825.0 million EUR unsecured term loan, as amended and restated in December 2021 (the “2021 EUR Three Year Delayed Draw Term Loan”) and the Company’s $1.5 billion unsecured term loan entered into in December 2021 (the “2021 USD Two 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 $ 2,882.7 $ 3.5 June 30, 2025 (3) 1.125 % 0.110 % 2021 Credit Facility 1,165.0 30.5 January 31, 2027 (3) 1.125 % 0.110 % 2021 Term Loan 1,000.0 N/A January 31, 2027 1.125 % N/A 2021 EUR Three Year Delayed Draw Term Loan 894.2 N/A May 28, 2024 1.125 % N/A 2021 USD Two Year Delayed Draw Term Loan 1,500.0 N/A December 28, 2023 1.125 % N/A _______________ (1) London Interbank Offered Rate (“LIBOR”) applies to the USD denominated borrowings under the 2021 Multicurrency Credit Facility, the 2021 Credit Facility, the 2021 Term Loan and the 2021 USD Two Year Delayed Draw Term Loan. Euro Interbank Offer Rate (“EURIBOR”) applies to the EUR denominated borrowings under the 2021 Multicurrency Credit Facility and all of the borrowings under the 2021 EUR Three Year Delayed Draw Term Loan. (2) Fee on undrawn portion of each credit facility. (3) Subject to two optional renewal periods. |