Obligation AmerTower Corp 2.95% ( US03027XAV29 ) en USD

AmerTower Corp

100 % ▲

Etats-unis

US03027XAV29 ( en USD )

2.95% par an ( paiement semestriel )

14/01/2025 - Obligation échue

Prospectus brochure de l'obligation American Tower Corp US03027XAV29 en USD 2.95%, échue

2 000 USD

650 000 000 USD

03027XAV2

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 américaine American Tower Corp (ISIN : US03027XAV29, CUSIP : 03027XAV2), d'une taille totale de 650 000 000 USD émise à un taux d'intérêt de 2,95%, avec une maturité initiale au 14/01/2025, une taille minimale d'achat de 2000 USD et une fréquence de paiement semestrielle, a atteint sa maturité et a été intégralement remboursée à 100% de sa valeur nominale; elle bénéficiait d'une notation BBB- de Standard & Poors et Baa3 de Moody's.

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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)
2.950% Senior Notes due 2025
$650,000,000
99.188%
$644,722,000
$78,141
3.800% Senior Notes due 2029
$1,650,000,000
99.599%
$1,643,383,500
$199,179
(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. 333-231931) filed by the Registrant on June 4, 2019.
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Filed pursuant to Rule 424(b)(2)
Registration No. 333-231931
PROSPECTUS SUPPLEMENT TO
PROSPECTUS DATED JUNE 4, 2019
$2,300,000,000
American Tower Corporation
$650,000,000 2.950% Senior Notes due 2025
$1,650,000,000 3.800% Senior Notes due 2029
We are offering $650.0 million of 2.950% Senior Notes due 2025 (the "2025 notes") and $1.65 billion of 3.800% Senior Notes due 2029 (the
"2029 notes" and, collectively with the 2025 notes, the "notes"). We will pay cash interest on the 2025 notes on January 15 and July 15 of each year,
beginning on January 15, 2020. We will pay cash interest on the 2029 notes on February 15 and August 15 of each year, beginning on February 15, 2020.
The 2025 notes will mature on January 15, 2025, and the 2029 notes will mature on August 15, 2029.
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 the applicable redemption prices described under the heading "Description of
Notes--Optional Redemption."
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 Part I, Item 1A of our
Annual Report on Form 10-K for the year ended December 31, 2018 (the "2018 Annual Report").
Proceeds Before
Public Offering
Underwriting
Expenses to American
Price(1)
Discount(2)
Tower Corporation
Per 2025 note
99.188%
0.600%
98.588%
2025 note total
$ 644,722,000
$ 3,900,000
$
640,822,000
Per 2029 note
99.599%
0.650%
98.949%
2029 note total
$1,643,383,500
$10,725,000
$ 1,632,658,500
Total
$2,288,105,500
$14,625,000
$ 2,273,480,500
(1)
Plus accrued interest, if any, from June 13, 2019, if settlement occurs after that date.
(2)
Before reimbursement of a portion of our expenses in connection with this offering, which the underwriters have agreed to make to us.
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 ("Clearstream"), and Euroclear Bank S.A./N.V. (the "Euroclear Operator"), as operator of the
Euroclear System ("Euroclear"), against payment on June 13, 2019, which is the third business day following the date of this prospectus supplement (this
settlement cycle being referred to as "T+3"). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), trades in the
secondary market generally are required to settle in two business days, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers
who wish to trade the notes on the date of this prospectus supplement will be required, by virtue of the fact that the notes initially will settle in T+3, to
specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.
Joint Book-Running Managers
BofA Merrill Lynch
Citigroup
J.P. Morgan
Morgan Stanley
SMBC Nikko
Senior Co-Managers
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Barclays
BBVA
EA Markets
Goldman Sachs & Co. LLC
Mizuho Securities
RBC Capital Markets
Santander
Scotiabank
SOCIETE GENERALE
TD Securities
Co-Managers
COMMERZBANK
Fifth Third Securities
HSBC
ING
The date of this prospectus supplement is June 10, 2019.
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TABLE OF CONTENTS
Prospectus Supplement
Page
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-5
Risk Factors
S-8
Use of Proceeds
S-11
Capitalization
S-12
Description of Notes
S-14
Underwriting
S-30
Legal Matters
S-36
Experts
S-36
Where You Can Find More Information
S-36
Prospectus
About This Prospectus
1
Note Regarding Forward-Looking Statements
1
American Tower Corporation
3
Risk Factors
3
Use of Proceeds
4
Description of Securities
5
Description of Common Stock
5
Description of Preferred Stock
12
Description of Debt Securities
13
Description of Depositary Shares
25
Description of Warrants
25
Description of Purchase Contracts
26
Description of Units
26
Legal Ownership
27
Plan of Distribution
28
Material U.S. Federal Income Tax Considerations Related to Our Qualification and Taxation as a REIT
30
Material U.S. Federal Income Tax Considerations Relevant to Holders of Our Stock
43
Material U.S. Federal Income Tax Considerations Relevant to Holders of Our Debt Securities
51
Validity of the Securities
57
Experts
57
Where You Can Find More Information
57
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We are responsible for the information contained and incorporated by reference in this prospectus supplement and the 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 the 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 "anticipate," "intend," "plan," "forecast," "project," "believe," "estimate," "expect," "should,"
"would," "could," "may" or similar expressions, we are making forward-looking statements. Examples of forward-looking statements include statements we
make regarding 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 tenants and other competitive and financial
pressures, changes in zoning, tax and other laws and regulations, economic, political and other events, particularly those relating to our international
operations, our future capital expenditure levels, the impact of technology changes on our industry and our business, our ability to maintain or increase our
market share, our plans to fund our future liquidity needs, our substantial leverage and debt service obligations, our future financing transactions, our future
operating results, our ability to remain qualified for taxation as a real estate investment trust for U.S. federal income tax purposes ("REIT"), the amount and
timing of any future distributions including those we are required to make as a REIT, natural disasters and similar events and our ability to protect our rights
to the land under our towers. 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
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which we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these 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 have no duty, and 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 the 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" refer to American Tower Corporation and its predecessor, as applicable,
and its consolidated subsidiaries, in each case, 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 real estate 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 global portfolio to over 170,000 communications sites.
American Tower Corporation operates as a REIT for U.S. federal income tax purposes.
American Tower Corporation is a holding company, and we conduct our operations through our directly and indirectly owned subsidiaries and
joint ventures. Our principal domestic operating subsidiaries are American Towers LLC and SpectraSite Communications, LLC. We conduct our
international operations primarily 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 Argentina, Brazil, Chile,
Colombia, Costa Rica, France, Germany, Ghana, India, Kenya, Mexico, Nigeria, Paraguay, 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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The Offering
Issuer
American Tower Corporation, a Delaware corporation.
Securities Offered
$650.0 million aggregate principal amount of 2.950% Senior Notes due 2025 and $1.65
billion aggregate principal amount of 3.800% Senior Notes due 2029.
Maturity Date
January 15, 2025 in the case of the 2025 notes.
August 15, 2029 in the case of the 2029 notes.
Interest Payments
January 15 and July 15 of each year, beginning on January 15, 2020, in the case of the 2025
notes. February 15 and August 15 of each year, beginning on February 15, 2020, in the case
of the 2029 notes. Interest will accrue from June 13, 2019.
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 March 31, 2019, after giving
effect to the transactions described under "Capitalization," we would have had approximately
$18.4 billion of senior unsecured indebtedness outstanding. In addition, we would have had
approximately $4.2 billion in aggregate undrawn loan commitments under our senior
unsecured revolving credit facility entered into in June 2013, as amended (the "2013 Credit
Facility"), and our senior unsecured revolving credit facility entered into in January 2012 and
amended and restated in September 2014, as further amended (the "2014 Credit Facility"),
net of approximately $10.0 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
March 31, 2019, after giving effect to the transactions described under "Capitalization," our
subsidiaries would have had approximately $2.9 billion of total debt obligations (excluding
intercompany obligations), including:
· $1.8 billion in secured tower revenue securities ($1.8 billion principal amount due at
maturity, net of $12.5 million unamortized deferred financing fees) backed by the debt of
two special purpose subsidiaries, which is secured primarily by mortgages on those
subsidiaries' interests in 5,116 broadcast and wireless communications towers and related
assets (represents the portion of debt reported as our outstanding debt, after elimination in
consolidation of the portion of securities held by our wholly owned subsidiaries);
· $869.9 million in secured revenue notes ($875.0 million principal amount due at maturity,
net of $5.1 million unamortized deferred financing fees) secured by the issuer's and its
subsidiaries' interests in 3,556 communications sites;
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· $34.8 million of South African Rand ("ZAR") denominated secured debt (505.2 million
ZAR) ($35.1 million principal amount due at maturity, net of $0.3 million unamortized
deferred financing fees) under the South African credit facility (the "South African Credit
Facility");
· $32.1 million of Colombian Peso ("COP") denominated secured debt (101.8 billion COP)
($32.3 million principal amount due at maturity, net of $0.2 million unamortized deferred
financing fees) under the Colombian credit facility (the "Colombian Credit Facility");
· $53.4 million of Ghanaian Cedi ("GHS") denominated debt (294.4 million GHS) entered
into by our majority owned joint venture in Ghana (represents the portion of debt reported
as our outstanding debt, after elimination in consolidation of the portion of debt loaned by
our wholly owned subsidiaries);
· $22.5 million of Brazilian Reais ("BRL") denominated debt (87.5 million BRL)
($22.7 million principal amount due at maturity, net of $0.2 million unamortized deferred
financing fees) under the Brazil credit facility (the "Brazil Credit Facility");
· $37.0 million of debt entered into by our Kenyan subsidiary in connection with an
acquisition of sites in Kenya (the "Kenya Debt");
· $1.9 million of debt related to a seller-financed acquisition in the U.S. (the "U.S. Debt");
and
· approximately $28.3 million of other debt, which consists of finance leases attributable to
wholly owned subsidiaries.
Optional Redemption
We may redeem the notes at any time and from time to time, in whole or in part, at our
election at the applicable redemption prices. If we redeem the 2025 notes prior to
December 15, 2024 (one month prior to their maturity date) or the 2029 notes prior to
May 15, 2029 (three months prior to their maturity date), we will pay a redemption price
equal to 100% of the principal amount of the notes to be redeemed plus a make-whole
premium, together with accrued interest to the redemption date. If we redeem the 2025 notes
on or after December 15, 2024 (one month prior to their maturity date) or the 2029 notes on
or after May 15, 2029 (three months prior to their maturity date), we will pay a redemption
price equal to 100% of the principal amount of the notes to be redeemed plus accrued interest
to the redemption date. See "Description of Notes--Optional Redemption."
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."
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The 2013 Credit Facility and the 2014 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 $2,269.0 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 repay existing indebtedness,
including under the 2013 Credit Facility and the 2014 Credit Facility. See "Use of Proceeds"
and "Capitalization."
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.
Trustee
U.S. Bank National Association.
U.S. Federal Income Tax Considerations
Investors in either the 2025 notes, the 2029 notes, or both should consider the information in
the accompanying prospectus under "Material U.S. Federal Income Tax Considerations
Relevant to Holders of Our Debt Securities," which should be applied separately to each
series of notes.
Risk Factors
Before investing in the notes, you should carefully consider all of the information in this
prospectus supplement and the accompanying prospectus and incorporated by reference
herein or therein, including the discussions under "Risk Factors" beginning on page S-8 and
in Part I, Item 1A of the 2018 Annual Report, which is incorporated by reference herein.
S-4
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