Obligation AmerTower Corp 3.5% ( US03027XAB64 ) en USD

AmerTower Corp

100 % ▼

Etats-unis

US03027XAB64 ( en USD )

3.5% par an ( paiement semestriel )

29/01/2023 - Obligation échue

Prospectus brochure de l'obligation American Tower Corp US03027XAB64 en USD 3.5%, échue

2 000 USD

1 000 000 000 USD

03027XAB6

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

American Tower Corporation est une société de télécommunications sans fil qui possède, exploite et développe des infrastructures de sites de télécommunications, principalement des tours, à travers le monde.

L'Obligation émise par AmerTower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XAB64, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/01/2023

L'Obligation émise par AmerTower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XAB64, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par AmerTower Corp ( Etats-unis ) , en USD, avec le code ISIN US03027XAB64, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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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)
3.50% Senior Notes due 2023
$1,000,000,000
99.185%

$991,850,000
$135,288

(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, as amended by the Post Effective
Amendment No. 1 filed by the Registrant on January 3, 2012.
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Filed pursuant to Rule 424(b)(2)
Registration No. 333-166805

PROSPECTUS SUPPLEMENT TO
PROSPECTUS DATED JANUARY 3, 2012

We are offering $1 billion of Senior Notes due 2023 (the "notes"). We will pay cash interest on the notes on January 31 and July
31 of each year, beginning on July 31, 2013. The notes will mature on January 31, 2023.

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-10 and those described as risk factors in
Item 1A of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

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

Per note

99.185%

0.650%

98.535%
Total

$991,850,000
$6,500,000
$
985,350,000
(1) Plus accrued interest, if any, from January 8, 2013, 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 January 8, 2013.

Joint Book-Running Managers
Barclays

J.P. Morgan
RBC Capital Markets

RBS

Passive Joint Book-Running Manager

Santander
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Senior Co-Managers
BNP PARIBAS
BofA Merrill Lynch
Citigroup

Credit Suisse
EA Markets
Mizuho Securities
Morgan Stanley
TD Securities

The date of this prospectus supplement is January 3, 2013.
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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-9

Risk Factors
S-10
Use of Proceeds
S-13
Capitalization
S-14
Description of Notes
S-16
Certain United States Federal Income Tax Consequences
S-32
Underwriting (Conflicts of Interest)
S-36
Legal Matters
S-40
Experts
S-40
Where You Can Find More Information
S-40
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
20

Plan of Distribution
22

Federal Income Tax Considerations Related to Our Qualification and Taxation as a REIT
24

Certain U.S. Federal Income Tax Considerations Relevant to Holders of Our Debt Securities
38

Validity of the Securities
43

Experts
43

Where You Can Find More Information
43

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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, and the underwriters 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 ability to qualify or to remain qualified as a real estate
investment trust ("REIT"); the amount and timing of any future distributions including those we are required to make as a REIT; 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; 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 predecessor, as applicable, and its consolidated subsidiaries as the context
requires. References herein to our "common stock" refer to our common stock and the Class A common stock of our predecessor,
as applicable.

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 53,000
communications sites.

To effect its conversion to a REIT for federal income tax purposes, effective December 31, 2011, American Tower Corporation
merged with and into its wholly owned subsidiary, American Tower REIT, Inc. American Tower REIT, Inc., the surviving
corporation, was renamed American Tower Corporation and began operating as a REIT for federal income tax purposes effective
January 1, 2012.

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 LLC 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 and joint ventures. Our international operations consist primarily of our
operations in Brazil, Chile, Colombia, Germany, Ghana, India, Mexico, Peru, South Africa and Uganda.

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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RECENT DEVELOPMENTS

Credit Facilities

We borrowed $265.0 million under our $1.0 billion unsecured revolving credit facility entered into in April 2011 (the "2011
Credit Facility") and an aggregate of $992.0 million under our $1.0 billion unsecured revolving credit facility entered into in January
2012 (the "2012 Credit Facility"), which amounts were primarily used to fund certain acquisitions completed during the fourth
quarter of 2012, as discussed below.

On November 30, 2012, we repaid all amounts outstanding under the Colombian short-term credit facility our Colombian
subsidiary entered into in July 2011 (the "Colombian Short-Term Credit Facility") with 135.0 billion Colombian Pesos ("COP")
drawn under our new COP denominated secured long-term credit facility, which our Colombian subsidiary entered into in October
2012 (the "Colombian Long-Term Credit Facility"). The November 2012 borrowing under the Colombian Long-Term Credit Facility
approximated $74.3 million at the time of transaction and $75.0 million as of September 30, 2012.

In November and December 2012, we borrowed an aggregate of $7.2 million under the Colombian loan to fund acquisitions and
other capital projects.

International Acquisitions

On December 4, 2012, we acquired 2,031 KPN sites in Germany from KPN's German subsidiary, E-Plus, for a purchase price
of approximately 392.9 million, as further adjusted by 8.6 million, for total consideration of 401.5 million (approximately $525.7
million) (the "Germany Acquisition").

On December 14, 2012, we acquired 190 sites in Mexico for a purchase price of approximately $64.6 million (including value
added tax of $8.9 million).

During the fourth quarter of 2012, we used an aggregate of approximately $3.6 million of borrowings under the Colombian loan
to purchase approximately 40 sites in Colombia.

Domestic Acquisitions

During the fourth quarter of 2012, we paid an aggregate of approximately $506.6 million, primarily consisting of borrowings
under the 2011 Credit Facility and the 2012 Credit Facility, to purchase approximately 680 sites in the United States.

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THE OFFERING

Issuer
American Tower Corporation, a Delaware corporation.

Securities Offered
$1 billion aggregate principal amount of 3.50% senior notes due 2023.

Maturity Date
January 31, 2023.

Interest Payments
January 31 and July 31 of each year, beginning on July 31, 2013. Interest will
accrue from January 8, 2013.

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, 2012, after giving effect to the transactions described under "Capitalization,"
we would have had approximately $6,316.1 million of senior unsecured
indebtedness outstanding. In addition, we would have had approximately
$1,717.0 million in aggregate undrawn loan commitments under our 2011 Credit
Facility and our 2012 Credit Facility, net of approximately $9.4 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, 2012, after giving effect to the transactions
described under "Capitalization," our subsidiaries would have had approximately
$2,454.3 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 5,280 broadcast and wireless
communications towers and the related tower sites;

· $100.3 million of subsidiary South African Rand denominated secured debt

(834.3 million South African Rand);

· $52.2 million of subsidiary COP denominated debt (94.0 billion COP);

· $75.0 million of COP denominated secured debt (135.0 billion COP) under the

Colombian Long-Term Credit Facility;

· $215.6 million of aggregated U.S. Dollar denominated debt entered into by our
majority owned joint ventures in Colombia, Ghana and Uganda (represents the

portion of the debt reported as our outstanding debt, after elimination in
consolidation of the portion of the debt loaned by our wholly owned
subsidiaries);

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· $207.6 million in secured cellular site revenue notes ($196.0 million principal
amount due at maturity plus $11.6 million of unamortized premium) secured by,

among other things, liens on approximately 1,470 real property interests and
assumed by us in connection with the acquisition of certain legal entities from
Unison Holdings, LLC and Unison Site Management II, L.L.C.; and

· approximately $53.6 million of other debt, which consists primarily of capital

leases attributable to wholly owned subsidiaries.

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.

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 aggregate principal amount of the notes repurchased, plus accrued and
unpaid interest, if any, up to but not including the date of repurchase. See
"Description of Notes--Repurchase of Notes Upon a Change of Control
Triggering Event." The 2011 Credit Facility and the 2012 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 $983.4
million, after deducting discounts and commissions payable to the underwriters
and estimated expenses of this offering payable by us. We intend to use the net
proceeds to refinance some or all of the existing indebtedness incurred under the
2011 Credit Facility and/or the 2012 Credit Facility, which was primarily used to
fund recent acquisitions. Subject to the terms of our credit facilities, amounts
outstanding thereunder that are repaid may be re-borrowed at a later date. See
"Use of Proceeds" and "Capitalization."

Conflicts of Interest
As described in "Use of Proceeds," the net proceeds of this offering will be used
to pay down borrowings under the 2011 Credit Facility and/or the 2012 Credit
Facility. Because more than 5% of the proceeds of this offering, not including
underwriting compensation, may be received by affiliates of certain underwriters
in this offering, this offering is being conducted in compliance with Financial
Industry Regulatory Authority ("FINRA") Rule 5121. Pursuant to that rule, the
appointment of a "qualified independent underwriter" is not necessary in
connection with this offering.

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