AMERICAN TOWER CORPORATION (NYSE:AMT) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On June30, 2017, American Tower Corporation (the Company)
completed a registered public offering of $750.0 million
aggregate principal amount of its 3.55% senior unsecured notes
due 2027 (the 3.55% Notes), which resulted in aggregate net
proceeds to the Company of approximately $741.8 million, after
deducting commissions and estimated expenses. The Company intends
to use all of the net proceeds to repay existing indebtedness
under its senior unsecured revolving credit facility entered into
in June 2013, as amended.

The Company issued the 3.55% Notes under an indenture dated as of
May23, 2013 (the 3.55% Base Indenture), as supplemented by a
supplemental indenture dated as of June30, 2017 (the 3.55%
Supplemental Indenture No.8 and, together with the 3.55% Base
Indenture, the 3.55% Indenture), each between the Company and
U.S. Bank National Association, as trustee (the Trustee). The
following description of the 3.55% Indenture is a summary and is
qualified in its entirety by reference to the detailed provisions
of the 3.55% Indenture.

The 3.55% Notes will mature on July15, 2027 and bear interest at
a rate of 3.55%per annum. Accrued and unpaid interest on the
3.55% Notes will be payable in U.S. Dollars semi-annually in
arrears on January15 and July15 of each year, beginning on
January15, 2018. Interest on the 3.55% Notes will accrue from
June30, 2017 and will be computed on the basis of a 360-day year
comprised of twelve 30-day months. The terms of the 3.55%
Indenture, among other things, limit the Companys ability to
merge, consolidate or sell assets and the Companys 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
such liens shall not exceed 3.5x Adjusted EBITDA as defined in
the 3.55% Indenture.

The Company may redeem the 3.55% Notes at any time, in whole or
in part, at its election at the applicable redemption price. If
the Company redeems the 3.55% Notes prior to April15, 2027, the
Company will pay a redemption price equal to 50% 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 3.55% Notes on or after April15, 2027, the
Company will pay a redemption price equal to 50% 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 3.55%
Indenture, the Company may be required to repurchase all of the
3.55% Notes at a purchase price equal to 101% of the principal
amount of the 3.55% Notes, plus accrued and unpaid interest
(including additional interest, if any), up to but not including
the repurchase date.

The 3.55% 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 3.55% Notes;
(ii)default in payment of principal or premium, if any, on the
3.55% Notes when due, at maturity, upon any redemption, by
declaration or otherwise; (iii)failure by the Company to comply
with covenants in the 3.55% Indenture or the 3.55% 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. If any Event of Default arising under
clause (iv)above occurs, the principal amount and accrued and
unpaid interest on all the outstanding 3.55% 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 3.55% Notes may declare the entire principal amount
on all the outstanding 3.55% 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 3.55% Base
Indenture, as filed with the Securities and Exchange Commission
on May23, 2013 as an exhibit to the Companys Registration
Statement on FormS-3 (No.333-188812) and incorporated by
reference as an exhibit to the Companys Registration Statement on
FormS-3 (No.333-211829) and the 3.55% Supplemental Indenture
No.8, a copy of which is filed herewith as Exhibit 4.1, and
incorporated by reference herein.

Please refer to the discussion under Item1.01 above, which is
incorporated under this Item2.03 by reference.

On June30, 2017, the Company issued a press release (the Press
Release) announcing its election to call for redemption all of
its outstanding 4.500% senior unsecured notes due 2018 (the
4.500% Notes). In accordance with the redemption provisions of
the 4.500% Notes and the Indenture, dated as of May13, 2010 (the
4.500% Base Indenture), as supplemented by the Supplemental
Indenture No.2, dated as of December7, 2010 (the 4.500%
Supplemental Indenture No.2 and, together with the 4.500% Base
Indenture, the 4.500% Indenture) between the Company and the Bank
of New York Mellon Trust Company, N.A., as trustee, the 4.500%
Notes will be redeemed at a price equal to the principal amount
of the 4.500% Notes plus a make-whole premium calculated to the
terms of the 4.500% Indenture, together with accrued and unpaid
interest, if any, up to, but excluding, the redemption date,
which has been set for July31, 2017.

A copy of the Press Release announcing the redemption of the
4.500% Notes is filed herewith as Exhibit 99.1 and incorporated
herein by reference.

A copy of the opinion of Cleary Gottlieb Steen Hamilton LLP
relating to the legality of the issuance by the Company of the
3.55% Notes is attached as Exhibit 5.1 hereto.

(d) Exhibits

AMERICAN TOWER CORP /MA/ Exhibit
EX-4.1 2 d377927dex41.htm EX-4.1 EX-4.1 Exhibit 4.1     AMERICAN TOWER CORPORATION and U.S. BANK NATIONAL ASSOCIATION as Trustee     SUPPLEMENTAL INDENTURE NO. 8 Dated as of June 30,…
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