SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 9, 2023
AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code)
(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|
|0.450% Senior Notes due 2027||AMT 27C||New York Stock Exchange|
|0.400% Senior Notes due 2027||AMT 27D||New York Stock Exchange|
|0.500% Senior Notes due 2028||AMT 28A||New York Stock Exchange|
|0.875% Senior Notes due 2029||AMT 29B||New York Stock Exchange|
|0.950% Senior Notes due 2030||AMT 30C||New York Stock Exchange|
|1.000% Senior Notes due 2032||AMT 32||New York Stock Exchange|
|1.250% Senior Notes due 2033||AMT 33||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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 8.01 Other Events.
On May 9, 2023, American Tower Corporation issued a press release (the “Press Release”) announcing that it had priced its registered public offering of senior unsecured notes due 2027 (the “2027 notes”) in an aggregate principal amount of 600.0 million euros (“EUR”) and senior unsecured notes due 2031 (the “2031 notes”) in an aggregate principal amount of 500.0 million EUR.
The 2027 notes will have an interest rate of 4.125% per annum and are being issued at a price equal to 99.866% of their face value. The 2031 notes will have an interest rate of 4.625% per annum and are being issued at a price equal to 99.359% of their face value.
A copy of the Press Release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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|
|Date:||May 9, 2023||By:||/s/ Rodney M. Smith|
|Rodney M. Smith|
|Executive Vice President, Chief Financial Officer and Treasurer|
Contact: Adam Smith
Senior Vice President, Investor Relations
Telephone: (617) 375-7500
AMERICAN TOWER CORPORATION PRICES SENIOR NOTES OFFERING
BOSTON, MASSACHUSETTS - May 9, 2023 - American Tower Corporation (NYSE: AMT) today announced the pricing of its registered public offering of senior unsecured notes due 2027 and 2031 in aggregate principal amounts of €600.0 million (approximately $660.2 million) and €500.0 million (approximately $550.2 million), respectively. The 2027 notes will have an interest rate of 4.125% per annum and are being issued at a price equal to 99.866% of their face value. The 2031 notes will have an interest rate of 4.625% per annum and are being issued at a price equal to 99.359% of their face value.
The net proceeds of the offering are expected to be €1,089.5 million (approximately $1,198.9 million), after deducting underwriting discounts and estimated offering expenses. American Tower intends to use the net proceeds to repay existing indebtedness under its $6.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2021, and its $4.0 billion senior unsecured revolving credit facility, as amended and restated in December 2021.
BofA Securities, Morgan Stanley, RBC Capital Markets, Santander, and TD Securities are acting as Joint Book-Running Managers for the offering.
This press release shall not constitute an offer to sell or a solicitation to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus and related prospectus supplement, which may be obtained by visiting the Securities and Exchange Commission’s website at www.sec.gov. Alternatively, you may request these documents by calling Banco Santander, S.A. at +34-91-257-2029, Merrill Lynch International at +1-800-294-1322, Morgan Stanley & Co. International plc at +1-866-718-1649, RBC Europe Limited at +44-207-029-0110 or The Toronto-Dominion Bank at +44-0-20-7628-2262.
About American Tower
American Tower, one of the largest global REITs, is a leading independent owner, operator and developer of multitenant communications real estate with a portfolio of nearly 226,000 communications sites and a highly interconnected footprint of U.S. data center facilities. For more information about American Tower, please visit the “Earnings Materials” and “Investor Presentations” sections of our investor relations website at www.americantower.com.
Cautionary Language Regarding Forward-Looking Statements
This press release contains “forward-looking statements” concerning the Company’s goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions and other statements that are not necessarily based on historical facts. Actual results may differ materially from those indicated in the Company’s forward-looking statements as a
result of various factors, including those factors set forth in Item 1A of its Form 10-K for the year ended December 31, 2022 under the caption “Risk Factors.” The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.