| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 21, 2021, American Tower Corporation (the “Company”) completed a registered public offering of €750.0 million aggregate principal amount of its 0.450% senior unsecured notes due 2027 (the “2027 notes”), €750.0 million aggregate principal amount of its 0.875% senior unsecured notes due 2029 (the “2029 notes”) and €500.0 million aggregate principal amount of its 1.250% senior unsecured notes due 2033 (the “2033 notes” and, collectively with the 2027 notes and the 2029 notes, the “Notes”), which resulted in aggregate net proceeds to the Company of approximately €1,983.1 million, after deducting commissions and estimated expenses. The Company intends to use all of the net proceeds for general corporate purposes. This may include, among other things, the funding of acquisitions, including the Company’s transaction with Telxius Telecom, S.A. (the “Pending Telxius Acquisition”), additions to working capital and repayment or refinancing of existing indebtedness.
The Company issued the Notes under an indenture dated as of June 4, 2019 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture dated as of May 21, 2021 (the “Supplemental Indenture No. 9” and, together with the Base Indenture, the “Indenture”), among the Company, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent. 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 2027 notes will mature on January 15, 2027 and bear interest at a rate of 0.450% per annum. The 2029 notes will mature on May 21, 2029 and bear interest at a rate of 0.875% per annum. The 2033 notes will mature on May 21, 2033 and bear interest at a rate of 1.250% per annum. Accrued and unpaid interest on the 2027 notes will be payable in Euros in arrears on January 15 of each year, beginning on January 15, 2022. Accrued and unpaid interest on the 2029 notes and the 2033 notes will be payable in Euros in arrears on May 21 of each year, beginning on May 21, 2022. Interest on the Notes will accrue from May 21, 2021 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. 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 2027 notes prior to November 15, 2026, the 2029 notes prior to February 21, 2029 or the 2033 notes prior to February 21, 2033, 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 2027 notes on or after November 15, 2026, the 2029 notes on or after February 21, 2029 or the 2033 notes on or after February 21, 2033, 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, as defined in the Indenture. 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
