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Item 1.01
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Entry into a Material Definitive Agreement.
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On October 5, 2021, American Tower Corporation (the “Company”) completed a registered public offering of €500.0 million aggregate principal amount of its 0.400% senior unsecured notes due 2027 (the “2027 notes”) and €500.0 million aggregate principal amount of its 0.950% senior unsecured notes due 2030 (the “2030 notes” and, together with the 2027 notes, the “Notes”), which resulted in aggregate net proceeds to the Company of approximately €987.7 million, after deducting commissions and estimated expenses. The Company expects to use the net proceeds to repay existing indebtedness under its $4.1 billion senior unsecured multicurrency revolving credit facility, as amended and restated in February 2021, and its €1.1 billion unsecured term loan entered into on February 10, 2021 (the “2021 364-Day Delayed Draw Term Loan”).
The 2027 notes will mature on February 15, 2027 and bear interest at a rate of 0.400% per annum. The 2030 notes will mature on October 5, 2030 and bear interest at a rate of 0.950% per annum. Accrued and unpaid interest on the 2027 notes will be payable in Euros in arrears on February 15 of each year, beginning on February 15, 2022. Accrued and unpaid interest on the 2030 notes will be payable in Euros in arrears on October 5 of each year, beginning on October 5, 2022. Interest on the Notes will accrue from October 5, 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 December 15, 2026 or the 2030 notes prior to July 5, 2030, 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 December 15, 2026 or the 2030 notes on or after July 5, 2030, 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 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. 11, a copy of which is filed herewith as Exhibit 4.1, and incorporated by reference herein.