Exhibit 99.2
ATC Contact: Michael Powell
Director of Investor Relations
Telephone: (617) 375-7500
AMERICAN TOWER CORPORATION ANNOUNCES COMMENCEMENT OF
TENDER OFFER AND CONSENT SOLICITATION FOR 7.25% SENIOR
SUBORDINATED NOTES DUE 2011 OF AMERICAN TOWERS, INC.
Boston, Massachusetts – April 23, 2007 – American Tower Corporation (NYSE: AMT) announced today that its wholly owned subsidiary, American Towers, Inc. (the “Company”), has commenced a cash tender offer for any and all of its outstanding $325,075,000 aggregate principal amount of 7.25% Senior Subordinated Notes due 2011 (the “Notes”) on the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement dated April 23, 2007 (the “Statement”) and the related Consent and Letter of Transmittal. The Company is also soliciting consents to certain proposed amendments to the indenture governing the Notes to eliminate most of the restrictive covenants and certain events of default. The tender offer documents more fully set forth the terms of the tender offer and consent solicitation.
The tender offer will expire at midnight, New York City time, on May 18, 2007, unless extended or earlier terminated by the Company. The Company reserves the right to terminate, withdraw or amend the tender offer and consent solicitation at any time subject to applicable law.
The total consideration for each $1,000 principal amount of Notes tendered and accepted for purchase pursuant to the tender offer will be determined as specified in the Statement, on the basis of a yield to the first redemption date equal to the sum of (i) the yield (based on the bid side price) of the U.S. Treasury Security specified in the Statement, as calculated by Credit Suisse Securities (USA) LLC (“Credit Suisse”) in accordance with standard market practice on the price determination date, plus (ii) a fixed spread of 50 basis points. The Company will pay accrued and unpaid interest up to, but not including, the applicable payment date.
Each holder who validly tenders its Notes and delivers consents on or prior to 5:00 p.m., New York City time, on May 4, 2007 (the “Consent Date”) shall be entitled to a consent payment, which is included in the total consideration above, of $30 for each $1,000 principal amount of Notes tendered by such holder if such Notes are accepted for purchase pursuant to the tender offer. Holders who tender Notes are required to consent to the proposed amendments to the indenture. Any tender of Notes may be validly withdrawn and consents may be validly revoked at any time prior to the time at which the Company has received sufficient consents with respect to the proposed amendments to the indenture, accepted for payment then-tendered Notes and executed the Supplemental Indenture, but not thereafter unless the tender offer and consent solicitation are terminated without any Notes being purchased. Holders who tender Notes after the consent date will not receive the consent payment.
The Company has reserved the right to accept for purchase at any time following the Consent Date but prior to the Expiration Date (the “Early Acceptance Time”) all Notes then validly tendered. If the Company elects to exercise this option, it will pay for such Notes on a date (the “Early Payment Date”) promptly following the Early Acceptance Time. On the Early Payment Date, the Company will also pay accrued and unpaid interest up to, but not including, the Early Payment Date on the Notes accepted for purchase.
Subject to its right to exercise this early acceptance option, the Company currently expects to accept for purchase, and pay the total consideration (as to all Notes tendered prior to the Consent Date) and the tender offer consideration (which is the total consideration less the cash consent payment, as to all Notes tendered after the Consent Date) with respect to, all validly tendered Notes on a date (the “Final Payment Date”) promptly following the Expiration Date. On the Final Payment Date, the Company will also pay accrued and unpaid interest up to, but not including, the Final Payment Date on the Notes accepted for purchase.
The Company’s obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the tender offer and consent solicitation is subject to the satisfaction or waiver of certain conditions, including the receipt of sufficient consents with respect to the proposed amendments to the indenture and the consummation of a new debt financing by a trust formed by an affiliate of the Company. The complete terms and conditions of the tender offer and the consent solicitation are set forth in the tender offer documents which are being sent to holders of Notes. Holders are urged to read the tender offer documents carefully.
The Company has retained Credit Suisse to act as Dealer Manager in connection with the tender offer and consent solicitation. Questions about the tender offer and consent solicitation may be directed to Credit Suisse at 212-325-7596 (collect). Copies of the tender offer documents and other related documents may be obtained from D.F. King & Co., Inc., the information agent for the tender offer and consent solicitation, at 800-967-7921 (toll free) or 212-269-5550 (collect).
The tender offer and consent solicitation is being made solely by means of the tender offer documents. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of the Company. It also is not a solicitation of consents to the proposed amendments to the indenture. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.
American Tower is a leading independent owner, operator and developer of broadcast and wireless communications sites. American Tower owns and operates over 22,000 sites in the United States, Mexico and Brazil. Additionally, American Tower manages approximately 2,000 revenue producing rooftop and tower sites. For more information about American Tower, please visitwww.americantower.com.
Cautionary Language Concerning Forward-Looking Statements
This press release contains “forward-looking statements” concerning the tender offer that are based on management’s current expectations and assumptions and that are not based on historical facts. Examples of these statements include, but are not limited to, statements regarding the Company’s expectations regarding the Notes to be tendered in the tender offer, the amounts to be paid to holders of the Notes in the tender offer and the conditions to the tender offer, including with respect to receipt of sufficient consents and the consummation of a new debt financing by the trust formed by an affiliate of the Company. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include uncertainties regarding the amount of Notes actually surrendered in the tender offer, the timing of the repurchase of Notes surrendered in the tender offer and the satisfaction of the conditions to the tender offer. For other important factors that may cause actual results to differ materially from those indicated in our forward-looking statements, we refer you to the information contained in Item 1A of the American Tower Corporation Form 10-K for the year ended December 31, 2006 under the caption “Risk Factors.” We undertake no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.
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