| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 5, 2020, American Tower Corporation, (the “Company”) entered into a sales agreement (the “Sales Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Santander Investment Securities Inc., Scotia Capital (USA) Inc., SG Americas Securities, LLC, SMBC Nikko Securities America, Inc. and TD Securities (USA) LLC (each, a “Sales Agent” and collectively, “Sales Agents”), pursuant to which the Company may periodically issue and sell shares (“Shares”) of its common stock, par value $0.01 per share (“Common Stock”), in “at the market” offerings having an aggregate gross sales price of up to $1.0 billion. The Company is not obligated to sell any Shares under the Sales Agreement, and may at any time suspend offers under, or terminate, the Sales Agreement.
The Company made certain customary representations, warranties and covenants concerning the Company and the Common Stock in the Sales Agreement and agreed to provide indemnification and contribution to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended. The Company intends to use the net proceeds from any sale of Shares in the offering for general corporate purposes, which may include, without limitation, the funding of acquisitions, additions to working capital and repayment or refinancing of existing indebtedness.
Subject to the terms and conditions of the Sales Agreement, the Sales Agents will use their commercially reasonable efforts to sell, on the Company’s behalf, the Shares that may be periodically offered by the Company under the Sales Agreement. Any sales of the Shares made under the Sales Agreement will be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to specific instructions of the Company, at negotiated prices. Under the terms of the Sales Agreement, the Company may also sell Shares to any Sales Agent as principal for its own account. If the Company sells Shares to any Sales Agent as principal, it will enter into a separate terms agreement setting forth the terms of such transaction with the applicable Sales Agent. Actual sales will depend on a variety of factors to be periodically determined by the Company.
The Shares will be sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-231931). The above description of the Sales Agreement does not purport to be a complete statement of the parties’ rights and obligations under the Sales Agreements and is qualified in its entirety by reference to the terms of the form of Sales Agreement, filed as Exhibit 1.1 hereto and incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sales would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. | | Description |
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| 1.1 | | Sales Agreement, dated August 5, 2020, by and between the Company and Goldman Sachs & Co. LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Santander Investment Securities Inc., Scotia Capital (USA) Inc., SG Americas Securities, LLC, SMBC Nikko Securities America, Inc. and TD Securities (USA) LLC. |
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| 5.1 | | Opinion of Cleary Gottlieb Steen & Hamilton LLP. |
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| 8.1 | | Opinion of Sullivan & Worcester LLP as to certain tax matters. |
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| 23.1 | | Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1 hereto). |
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| 23.2 | | Consent of Sullivan and Worcester LLP (included in Exhibit 8.1 hereto). |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
