| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 16, 2023, American Tower Corporation (the “Company”) completed a registered public offering of 600.0 million euros (“EUR”) aggregate principal amount of its 4.125% senior unsecured notes due 2027 (the “2027 notes”) and 500.0 million EUR aggregate principal amount of its 4.625% senior unsecured notes due 2031 (the “2031 notes” and, together with the 2027 notes, the “Notes”), which resulted in aggregate net proceeds to the Company of approximately 1,089.5 million EUR (approximately $1,198.9 million at the EUR/U.S. dollar exchange rate of 1.00 EUR = $1.1004, as reported by Bloomberg on May 8, 2023), after deducting commissions and estimated expenses. The Company intends to use all of the net proceeds to repay existing indebtedness under (i) its $6.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2021, and (ii) its $4.0 billion senior unsecured revolving credit facility, as amended and restated in December 2021.
The Company issued the Notes under an indenture dated as of June 1, 2022 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture dated as of May 16, 2023 (the “Supplemental Indenture No. 2” 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 May 16, 2027 and bear interest at a rate of 4.125% per annum. The 2031 notes will mature on May 16, 2031 and bear interest at a rate of 4.625% per annum. Accrued and unpaid interest on the Notes will be payable in EUR in arrears on May 16 of each year, beginning on May 16, 2024. Interest on the Notes will accrue from May 16, 2023 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 (a) the Company’s ability to merge, consolidate or sell assets, and (b) 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 (a) the 2027 notes prior to March 16, 2027, or (b) the 2031 notes prior to February 16, 2031, the Company shall 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 (a) the 2027 notes on or after March 16, 2027, or (b) the 2031 notes on or after February 16, 2031, the Company shall 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 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.
