Obligation AmerTower 4.5% ( US029912BD34 ) en USD

AmerTower

100 % ⇌

Etas-Unis

US029912BD34 ( en USD )

4.5% par an ( paiement semestriel )

15/01/2018 - Obligation échue

Prospectus brochure de l'obligation American Tower US029912BD34 en USD 4.5%, échue

2 000 USD

1 000 000 000 USD

029912BD3

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

American Tower Corporation est une société de télécommunications sans fil qui possède, exploite et développe des sites d'infrastructure sans fil à travers le monde.

L'Obligation émise par AmerTower ( Etas-Unis ) , en USD, avec le code ISIN US029912BD34, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2018

L'Obligation émise par AmerTower ( Etas-Unis ) , en USD, avec le code ISIN US029912BD34, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par AmerTower ( Etas-Unis ) , en USD, avec le code ISIN US029912BD34, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit
Offering Price

Registration Fee (1)
4.500% Senior Notes due 2018

$1,000,000,000
100%
$1,000,000,000
$71,300

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, and relates to the Registration Statement on Form S-3 (File No. 333-166805) filed by the Registrant on May 13, 2010.
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Filed pursuant to Rule 424(b)(2)
Registration No. 333-166805

PROSPECTUS SUPPLEMENT TO
PROSPECTUS DATED MAY 13, 2010

$1,000,000,000

American Tower Corporation

4.500% Senior Notes due 2018

We will pay cash interest on the 4.500% senior notes due 2018 on January 15 and July 15 of each year, beginning on July 15, 2011. The notes will mature on January
15, 2018.

The notes will be general, unsecured obligations of American Tower Corporation and will rank equally in right of payment with all other senior unsecured debt
obligations of American Tower Corporation. The notes will be structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries.

We may redeem the notes at any time, in whole or in part, in cash at a redemption price equal to 100% of the principal amount of the notes plus a make-whole
premium, together with accrued interest to the redemption date.

The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 and those described as risk factors in Item 1A of our Quarterly Report on
Form 10-Q for the quarter ended September 30, 2010.

Proceeds Before
Public Offering
Underwriting
Expenses to American
Price(1)
Discount
Tower Corporation

Per note

99.921%
0.625%
99.296%
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Total

$999,210,000
$6,250,000
$
992,960,000
(1) Plus accrued interest, if any, from December 7, 2010, if settlement occurs after that date.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment on December 7, 2010.

Joint Book-Running Managers

Citi Credit Suisse
Deutsche Bank Securities
J.P. Morgan
RBS

Senior Co-Managers

Morgan Stanley
RBC Capital Markets
TD Securities

Co-Managers

BNP PARIBAS

Credit Agricole CIB
Mitsubishi UFJ Securities
Mizuho Securities USA Inc.

The date of this prospectus supplement is December 2, 2010.
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TABLE OF CONTENTS

Prospectus Supplement

About this Prospectus Supplement

S-ii
Note Regarding Forward-Looking Statements

S-ii
Market and Industry Data

S-iii
Prospectus Supplement Summary

S-1
Selected Historical Consolidated Financial Data

S-6
Ratio of Earnings to Fixed Charges

S-8
Risk Factors

S-9
Use of Proceeds

S-12
Capitalization

S-13
Description of Notes

S-15
Certain United States Federal Income Tax Consequences

S-31
Underwriting (Conflicts of Interest)

S-34
Legal Matters

S-39
Experts

S-39
Where You Can Find More Information

S-39
Prospectus

About this Prospectus

1
Note Regarding Forward-Looking Statements

1
American Tower Corporation

2
Risk Factors

2
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

3
Description of Debt Securities

4
Description of Common Stock

13
Legal Ownership

15
Plan of Distribution

17
Certain U.S. Federal Income Tax Considerations

19
Validity of the Securities

24
Experts

24
Where You Can Find More Information

24

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We are responsible for the information contained and incorporated by reference in this prospectus supplement and accompanying prospectus. We have not
authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. We are not making an
offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or incorporated by
reference in this prospectus supplement or accompanying prospectus is accurate as of any date other than the date of the document containing the information.

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part is the
accompanying prospectus, which describes more general information, some of which may not apply to this offering. You should read both this prospectus supplement and
the accompanying prospectus, together with the documents incorporated by reference and the additional information described below under the heading "Where You Can
Find More Information."

If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus
supplement.

Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference in this prospectus supplement will be
deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any other
subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus supplement modifies or supersedes that statement. Any
statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and accompanying prospectus contain or incorporate by reference statements about future events and expectations, or forward-looking
statements, all of which are inherently uncertain. We have based those forward-looking statements on our current expectations and projections about future results. When
we use words such as "anticipates," "intends," "plans," "believes," "estimates," "expects," or similar expressions, we do so to identify forward-looking statements.
Examples of forward-looking statements include statements we make regarding our substantial leverage and debt service obligations; future prospects of growth in the
communications site leasing industry; the level of future expenditures by companies in this industry and other trends in this industry; the effects of consolidation among
companies in our industry and among our customers and other competitive pressures; economic, political and other events, particularly those relating to our international
operations; our ability to maintain or increase our market share; changes in environmental, tax and other laws; our ability to protect our rights to the land under our towers;
natural disasters and similar events; the possibility of health risks relating to radio emissions; risks arising from our historical option grant practices; our future operating
results; our future purchases under our stock repurchase program; our future capital expenditure levels; our future financing transactions; and our plans to fund our future
liquidity needs. These statements are based on our management's beliefs and assumptions, which in turn are based on currently available information. These assumptions
could prove inaccurate. See "Risk Factors." These forward-looking statements may be found in this prospectus supplement and the accompanying prospectus generally as
well as the documents incorporated by reference.

You should keep in mind that any forward-looking statement we make in this prospectus supplement, the accompanying prospectus, the documents incorporated by
reference or elsewhere speaks only as of the date on which we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these

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events or how they may affect us. In any event, these and other important factors, including those set forth under the caption "Risk Factors" in this prospectus supplement,
in the accompanying prospectus and the documents incorporated by reference, may cause actual results to differ materially from those indicated by our forward-looking
statements. We do not intend to update or revise the forward-looking statements we make in this prospectus supplement, the accompanying prospectus, the documents
incorporated by reference or elsewhere, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the future events or
circumstances described in any forward-looking statement we make in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference
or elsewhere might not occur.

MARKET AND INDUSTRY DATA

This prospectus supplement and accompanying prospectus contain or incorporate by reference estimates regarding market data, which are based on our internal
estimates, independent industry publications, reports by market research firms and/or other published independent sources. In each case, we believe these estimates are
reasonable. However, market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the
voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market data. As a result, you should be aware that
market data set forth in this prospectus supplement, accompanying prospectus or incorporated by reference, and estimates and beliefs based on such data, may not be
reliable.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary may not contain all the information that may be important to you. You should read this entire prospectus supplement, the accompanying prospectus
and those documents incorporated by reference into the prospectus supplement and the accompanying prospectus, including the risk factors and the financial statements
and related notes, before making an investment decision. Unless otherwise indicated or the context otherwise requires, references to "we," "us," "our" and "American
Tower" are references to American Tower Corporation and its consolidated subsidiaries.

American Tower Corporation

American Tower Corporation was created as a subsidiary of American Radio Systems Corporation in 1995 to own, manage, develop and lease communications and
broadcast tower sites, and was spun off into a free-standing public company in 1998. Since inception, we have grown our communications site portfolio through
acquisitions, long-term lease arrangements, development and construction, and through mergers with and acquisitions of other tower operators, increasing the size of our
portfolio to over 33,000 communications sites.

American Tower Corporation is a holding company, and we conduct our operations through our directly and indirectly owned subsidiaries. Our principal United
States operating subsidiaries are American Towers, Inc. and SpectraSite Communications, LLC. We conduct our international operations through our subsidiary, American
Tower International, Inc., which in turn conducts operations through its various international operating subsidiaries. Our international operations consist primarily of our
operations in Brazil, Chile, Colombia, India, Mexico and Peru.

Recent Developments

Africa Acquisitions

In November 2010, we entered into a definitive agreement with Cell C (Pty) Limited to purchase up to approximately 1,400 existing towers, and up to 1,800
additional towers that either are under construction or will be constructed, for an aggregate purchase price of up to approximately $430 million. We expect to close the
purchase of up to 1,400 existing towers by early 2011, subject to customary closing conditions.

On January 30, 2010, we entered into a marketing arrangement with the affiliate of a major carrier in a sub-Saharan African country, pursuant to which we have been
marketing its towers, with a goal of ultimately developing that relationship into a joint venture, with us as majority controlling shareholder. If the joint venture is
consummated as is currently anticipated, we would pay up to approximately $200 million for our controlling stake in the venture, which would acquire up to 1,876 of the
carrier's sites, with the carrier as anchor tenant, and would build at least 300 additional sites over the next 5 years.

Latin America Acquisitions

On September 3, 2010, we entered into a definitive agreement to purchase the exclusive use rights for up to 458 towers from Colombia Telecomunicaciones S.A.
E.S.P. ("Coltel") until 2023 when ownership of the towers will transfer to us at no additional cost. Pursuant to that agreement, on September 3, 2010, we completed the
purchase of exclusive use rights for 225 towers for an aggregate purchase price of $40.7 million. During the fourth quarter of 2010, we completed the purchase of the
exclusive use rights for an additional 195 towers for an aggregate purchase price of $31.2 million. We expect to close the purchase of the remaining towers by the end of
2010, subject to customary closing conditions.

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During October 2010, we entered into definitive agreements to purchase up to an aggregate of 1,065 towers, as well as a number of towers that are currently under
construction in Latin America. Pursuant to these agreements, we have completed the purchase of 401 towers during the fourth quarter of 2010 for an aggregate purchase
price of $59.2 million. We expect to close the purchase of the remaining sites by the end of 2010, subject to several closing conditions, including due diligence to determine
the final purchase price.

On August 9, 2010, we announced that we had entered into a definitive agreement to purchase up to 468 towers from Telefónica del Peru S.A.A. We acquired 131 of
these towers for an aggregate purchase price of $26.0 million. During the fourth quarter of 2010, we acquired an additional 188 towers for an aggregate purchase price of
$36.5 million. We expect to close the purchase of the remaining towers by the end of 2010, subject to customary closing conditions.

On June 29, 2010, we entered into definitive agreements to purchase up to 287 towers from Telefónica Chile S.A. and its affiliates. We acquired 113 of these towers
for an aggregate purchase price of $20.3 million on June 29, 2010, and expect to close the purchase of the remaining towers by the end of 2010, subject to customary
closing conditions.

Colombian Short-Term Credit Facility

On November 24, 2010, we increased our Colombian short-term credit facility ("Colombian Short-Term Credit Facility") by 66.3 billion Colombian Pesos
(approximately $35 million). In connection with the acquisitions in Colombia that closed in the fourth quarter of 2010, we borrowed 55.0 billion Colombian Pesos under the
Colombian Short-Term Credit Facility.

Stock Repurchase Program

In February 2008, our Board of Directors approved a stock repurchase program to repurchase periodically, based on market conditions and other considerations, up
to $1.5 billion shares of our Class A common stock. We purchase our common stock pursuant to trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934,
as amended. As of November 29, 2010, we had repurchased a total of 29.5 million shares of common stock for an aggregate $1,151.0 million, including commissions and
fees, pursuant to this program, including the purchase of 1.1 million shares during the period October 1, 2010 to November 29, 2010, for an aggregate $56.7 million,
including commissions and fees.

Our principal executive office is located at 116 Huntington Avenue, Boston, Massachusetts 02116. Our main telephone number at that address is (617) 375-7500.

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THE OFFERING

Issuer
American Tower Corporation, a Delaware corporation.

Securities Offered
$1,000 million aggregate principal amount of 4.500% senior notes due 2018.

Maturity Date
January 15, 2018

Interest Payments
January 15 and July 15 of each year, beginning on July 15, 2011. Interest will accrue from December 7,
2010.

Ranking
The notes will be general, unsecured obligations and will rank equally in right of payment with all of our
other senior unsecured debt obligations. As of September 30, 2010, after giving effect to the transactions
described under "Capitalization," we would have had approximately $3,718.8 million of senior unsecured
indebtedness outstanding. In addition, we would have had approximately $916.9 million in undrawn loan
commitments under our $1.25 billion senior unsecured revolving credit facility ("Revolving Credit
Facility"), net of approximately $33.1 million of outstanding undrawn letters of credit.

The notes will be structurally subordinated to all existing and future indebtedness and other obligations of
our subsidiaries. Our subsidiaries are not guarantors of the notes. As of September 30, 2010, after giving
effect to the transactions described under "Capitalization," our subsidiaries would have had approximately
$1,878.6 million of total debt obligations (excluding intercompany obligations), including:

· $1,750.0 million in commercial mortgage pass-through certificates backed by the debt of two special

purpose subsidiaries, which is secured primarily by mortgages on those subsidiaries' interests in 5,295
broadcast and wireless communications towers and the related tower sites;

· $144.6 million of wholly owned subsidiary principally Indian Rupee denominated debt, which was

assumed pursuant to our acquisition of Essar Telecom Infrastructure Private Limited ("ETIPL") and
was subsequently repaid on October 20, 2010 ("ETIPL Debt");

· $32.2 million of wholly owned subsidiary Colombian Peso denominated debt, which was subsequently

increased to $69.2 million, to partially finance the purchase of towers and exclusive use rights in
Colombia; and

· approximately $59.4 million of other wholly owned subsidiary debt.

Optional Redemption
We may redeem the notes at any time, in whole or in part, in cash, at a redemption price equal to 100% of
the principal amount of the notes plus a make-whole premium, together with accrued interest to the
redemption date.

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Change of Control Offer
Following a Change of Control and Ratings Decline (each as defined herein), we will be required to offer
to purchase all of the notes at a purchase price equal to 101% of the principal amount of the notes, plus
accrued and unpaid interest, if any, to but not including the date of repurchase. See "Description of
Notes--Repurchase of Notes Upon a Change of Control Triggering Event." The Revolving Credit Facility
might restrict our ability to make such a payment.

Certain Covenants
The provisions of the indenture governing the notes will, among other things, limit our ability to:

· create liens; and

· merge, consolidate or sell assets.

These covenants are subject to a number of important exceptions.

Use of Proceeds
We expect that the net proceeds of this offering will be approximately $991.9 million, after deducting
discounts and commissions payable to the underwriters and estimated expenses of this offering. We intend
to use the net proceeds to, among other things, (i) finance acquisitions, including but not limited to up to
$200 million for the acquisition of towers from Cell C (Pty) Limited and up to $500 million for any
proposed acquisitions in Latin America, including additional tranches of tower purchases in Colombia,
Peru and Chile; and (ii) if the Revolving Credit Facility is used to fund acquisitions, repay the Revolving
Credit Facility. Any remaining net proceeds will be used for general corporate purposes. See "Use of
Proceeds" and "Capitalization."

Conflicts of Interest
As described in "Use of Proceeds," some of the net proceeds of this offering may be used to pay down
borrowings under the Revolving Credit Facility. Because more than 5% of the proceeds of this offering,
not including underwriting compensation, will be received by affiliates of certain underwriters in this
offering, this offering is being conducted in compliance with the National Association of Securities
Dealers ("NASD") Rule 2720, as administered by the Financial Industry Regulatory Authority
("FINRA"). Pursuant to that rule, the appointment of a qualified independent underwriter is not necessary
in connection with this offering.

No Prior Market
We do not intend to list the notes on any securities exchange or any automated dealer quotation system.
Although the underwriters have informed us that they presently intend to make a market in the notes, they
are not obligated to do so and may discontinue market-making at any time at their sole discretion without
notice. Accordingly, we cannot assure you that a liquid market for the notes will develop or be maintained.

Denominations
The notes will be issued in minimum denominations of $2,000 and multiples of $1,000 thereafter.

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