UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 3, 2020
AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-14195 | 65-0723837 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of Principal Executive Offices) (Zip Code)
(617) 375-7500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.01 par value | AMT | New York Stock Exchange | ||
1.375% Senior Notes due 2025 | AMT 25A | New York Stock Exchange | ||
1.950% Senior Notes due 2026 | AMT 26B | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 3, 2020, American Tower Corporation (the “Company”) completed a registered public offering of $500.0 million aggregate principal amount of its 1.300% senior unsecured notes due 2025 (the “2025 notes”), $750.0 million aggregate principal amount of its 2.100% senior unsecured notes due 2030 (the “2030 notes”) and $750.0 million aggregate principal amount of its 3.100% senior unsecured notes due 2050 (the “2050 notes” and, collectively with the 2025 notes and the 2030 notes, the “Notes”), which resulted in aggregate net proceeds to the Company of approximately $1,968.2 million, after deducting commissions and estimated expenses. The Company intends to use the net proceeds to repay existing indebtedness under its $2.35 billion senior unsecured revolving credit facility, as amended and restated in December 2019, and for general corporate purposes.
The Company issued the Notes under an indenture dated as of June 4, 2019 (the “Base Indenture”), as supplemented by a supplemental indenture dated as of June 3, 2020 (the “Supplemental Indenture No. 4” and, together with the Base Indenture, the “Indenture”), each between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The following description of the Indenture is a summary and is qualified in its entirety by reference to the detailed provisions of the Indenture.
The 2025 notes will mature on September 15, 2025 and bear interest at a rate of 1.300% per annum. The 2030 notes will mature on June 15, 2030 and bear interest at a rate of 2.100% per annum. The 2050 notes will mature on June 15, 2050 and bear interest at a rate of 3.100% per annum. Accrued and unpaid interest on the 2025 notes will be payable in U.S. Dollars semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021. Accrued and unpaid interest on the 2030 notes will be payable in U.S. Dollars semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. Accrued and unpaid interest on the 2050 notes will be payable in U.S. Dollars semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. Interest on the Notes will accrue from June 3, 2020 and will be computed on the basis of a 360-day year comprised of twelve 30-day months. The terms of the Indenture, among other things, limit the Company’s ability to merge, consolidate or sell assets and the Company’s and its subsidiaries’ abilities to incur liens. These covenants are subject to a number of exceptions, including that the Company and its subsidiaries may incur liens on assets, mortgages or other liens securing indebtedness, provided the aggregate amount of indebtedness secured by such liens shall not exceed 3.5x Adjusted EBITDA as defined in the Indenture.
The Company may redeem the Notes at any time, in whole or in part, at its election at the applicable redemption price. If the Company redeems the 2025 notes prior to August 15, 2025, the 2030 notes prior to March 15, 2030 or the 2050 notes prior to December 15, 2049, the Company will pay a redemption price equal to 100% of the principal amount of the notes being redeemed plus a make-whole premium, together with accrued interest to the redemption date. If the Company redeems the 2025 notes on or after August 15, 2025, the 2030 notes on or after March 15, 2030 or the 2050 notes on or after December 15, 2049, the Company will pay a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued interest to the redemption date. In addition, if the Company undergoes a Change of Control and Ratings Decline, each as defined in the Indenture, the Company may be required to repurchase all of the Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date.
The Indenture provides that each of the following is an event of default (“Event of Default”): (i) default for 30 days in payment of any interest due with respect to the Notes; (ii) default in payment of principal or premium, if any, on the Notes when due, at maturity, upon any redemption, by declaration or otherwise; (iii) failure by the Company to comply with covenants in the Indenture or Notes for 90 days after receiving notice; and (iv) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event of Default arising under clause (iv) above occurs, the principal amount and accrued and unpaid interest on all the outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare the entire principal amount on all the outstanding Notes to be due and payable immediately.
The foregoing is only a summary of certain provisions and is qualified in its entirety by the terms of the Base Indenture, as filed with the Securities and Exchange Commission on June 4, 2019 as an exhibit to the Company’s Registration Statement on Form S-3 (No. 333-231931), and the Supplemental Indenture No. 4, a copy of which is filed herewith as Exhibit 4.1, and incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Please refer to the discussion under Item 1.01 above, which is incorporated under this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
A copy of the opinion of Cleary Gottlieb Steen & Hamilton LLP relating to the legality of the issuance by the Company of the Notes is attached as Exhibit 5.1 hereto.
(d) Exhibits
Exhibit No. | Description | |||
4.1 | ||||
5.1 | ||||
23.1 | Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1 hereto). | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMERICAN TOWER CORPORATION | ||||||
(Registrant) | ||||||
Date: June 3, 2020 | By: | /s/ Rodney M. Smith | ||||
Rodney M. Smith | ||||||
Executive Vice President, Chief Financial Officer and Treasurer | ||||||