On December 8, 2016, American Tower Corporation (the Company)
issued 1,171,187 shares of its common stock, par value $0.01 per
share (Common Stock), directly to ALLTEL Communications, LLC
(Alltel), to the Lease and Sublease by and among American Towers
LLC, the Company, Alltel and the other parties thereto, dated as of
April 2, 2001, as amended from time to time (the Lease), in
consideration of the Company’s exercise of its purchase option
under the Lease related to 1,523 communications towers.

The shares were issued to a prospectus supplement dated December 5,
2016 and an accompanying prospectus dated June 3, 2016 under the
Companys shelf registration statement on Form S-3 (File No.
333-211829). There were no placement agents or underwriters used in
connection with the offering. The issued shares were included in
the Company’s previously disclosed diluted share number.

Item 9.01 Financial Statements and Exhibits.

A copy of the opinion of Cleary Gottlieb Steen Hamilton LLP with
respect to the legality of the shares of Common Stock being offered
is filed herewith as Exhibit 5.1.

(d) Exhibits