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Current Report · Items 1.01, 2.03, 9.01 · 8-K

American Tower Corporation

AMTNYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 1.01 Entry into a Material Definitive Agreement. On May 27, 2026, American Tower Corporation (the “Company”) completed a registered public offering of 750.0 million euros (“EUR”) aggregate principal amount of its 4.000% senior unsecured notes due 2033 (the “notes”), which resulted in aggregate net proceeds to the Company of approximately 742.7 million EUR (approximately $866.7 million at the EUR/U.S.…

Filed May 27, 2026Accepted May 27, 2026, 8:00 AM EDTCIK 1053507Accession 0001193125-26-240535
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Company context

Current securities

Recent company filings

  1. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other EventsSep 18, 2026
  2. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementSep 14, 2026
  3. 424B2 filingSep 10, 2026
  4. Other EventsSep 9, 2026
  5. FWP filingSep 9, 2026

Disclosure sections

Items 1.01, 2.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. On May 27, 2026, American Tower Corporation (the “Company”) completed a registered public offering of 750.0 million euros (“EUR”) aggregate principal amount of its 4.000% senior unsecured notes due 2033 (the “notes”), which resulted in aggregate net proceeds to the Company of approximately 742.7 million EUR (approximately $866.7 million at the EUR/U.S. dollar exchange rate of 1.00 EUR = $1.1669, as reported by Bloomberg on May 14, 2026), after deducting commissions and estimated expenses. The Company intends to use the net proceeds to repay existing indebtedness drawn under its $6.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2021, as further amended, to the extent it has been drawn upon in EUR to repay 500.0 million EUR aggregate principal amount of the Company’s 1.950% senior notes due 2026, and for general corporate purposes. The Company issued the notes under an indenture dated as of June 2, 2025 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture dated as of May 27, 2026 (the “Supplemental Indenture No. 2” and, together with the Base Indenture, the “Indenture”), among the Company, the Trustee and U.S. Bank Europe DAC, UK Branch, as paying agent. The following description of the Indenture is a summary and is qualified in its entirety by reference to the detailed provisions of the Indenture. The notes will mature on September 1, 2033 and bear interest at a rate of 4.000% per annum. Accrued and unpaid interest on the notes will be payable in EUR in arrears on September 1 of each year, beginning on September 1, 2026. Interest on the notes will accrue from May 27, 2026 and will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes. The terms of the Indenture, among other things, limit (a) the Company’s ability to merge, consolidate or sell assets, and (b) the Company’s 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 indebtedness secured by such liens shall not exceed 3.5x Adjusted EBITDA as defined in the Indenture. The Company may redeem the notes at any time, in whole or in part, at its election at the applicable redemption price. If the Company redeems the notes prior to July 1, 2033, the Company shall pay a redemption price equal to 100% 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 notes on or after July 1, 2033, the Company shall pay a redemption price equal to 100% 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 Indenture, the Company may be required to repurchase all of the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date. The 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 notes; (ii) default in payment of principal or premium, if any, on the notes when due, at maturity, upon any redemption, by declaration or otherwise; (iii) failure by the Company to comply with covenants in the Indenture or 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, as defined in the Indenture. If any Event of Default arising under clause (iv) above occurs, the principal amount and accrued and unpaid interest on all the outstanding 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 notes may declare the entire principal amount on all the outstanding 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 Base Indenture, as filed with the Securities and Exchange Commission on June 2, 2025 as an exhibit to the Company’s Registration Statement on Form S-3 (No. 333-287714), and the Supplemental Indenture No. 2, a copy of which is filed herewith as Exhibit 4.1, and incorporated by reference herein.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Please refer to the discussion under Item 1.01 above, which is incorporated under this Item 2.03 by reference.
Filed exhibits (1)
EX-4.1 (by filename) d913919dex41.htm

EX-4.1 2 d913919dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 AMERICAN TOWER CORPORATION and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee and U.S. Bank Europe DAC, UK Branch As Paying Agent SUPPLEMENTAL INDENTURE NO. 2 Dated as of May 27, 2026 to BASE INDENTURE Dated as of June 2, 2025 €750,000,000 Principal Amount €750,000,000 4.000% SENIOR NOTES DUE 2033 TABLE OF CONTENTS Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Incorporation by Reference of Trust Indenture Act 9 Section 1.03. Rules of Construction …

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