UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 25, 2015
AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
Delaware |
|
001-14195 |
|
65-0723837 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of Principal Executive Offices) (Zip Code)
(617) 375-7500
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On February 26, 2015, American Tower Corporation (the
Company) issued a press release (the Press Release) announcing that it had priced its concurrent offerings of 23,500,000 shares of its common stock at $97.00 per share and 12,500,000 depositary shares, each representing a
1/10th interest in a share of the Companys 5.50% Mandatory Convertible Preferred Stock, Series B, at $100.00 per depositary share. A copy of the Press Release is filed herewith as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
|
|
|
Exhibit No. |
|
Description |
|
|
99.1 |
|
Press Release, dated February 26, 2015. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
AMERICAN TOWER CORPORATION |
|
|
|
|
|
|
|
(Registrant) |
|
|
|
|
Date: February 26, 2015 |
|
|
|
By: |
|
/s/ THOMAS A. BARTLETT |
|
|
|
|
|
|
Thomas A. Bartlett |
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
|
|
99.1 |
|
Press Release, dated February 26, 2015. |
Exhibit 99.1
Contact: Leah Stearns
Senior Vice President, Treasurer and Investor Relations
Telephone: (617) 375-7500
AMERICAN TOWER CORPORATION PRICES CONCURRENT PUBLIC OFFERINGS OF
COMMON STOCK AND MANDATORY CONVERTIBLE PREFERRED STOCK
Boston, Massachusetts February 26, 2015: American Tower Corporation (NYSE: AMT) today announced the pricing of its concurrent registered
public offerings of 23,500,000 shares of common stock at $97.00 per share and 12,500,000 depositary shares, each representing a 1/10th interest in a share of 5.50% Mandatory Convertible Preferred Stock, Series B, at $100.00 per depositary share. The
underwriters of each offering have an option to purchase up to an additional 2,350,000 shares of common stock and an additional 1,250,000 depositary shares, as applicable, to cover over-allotments, if any. The net proceeds of the common stock
offering and depositary shares offering are expected to be approximately $2.22 billion and $1.22 billion, respectively (or approximately $2.44 billion and $1.34 billion, respectively, if the underwriters exercise their option to purchase additional
shares in full) after deducting underwriting discounts and estimated offering expenses. American Tower expects to use the net proceeds from these offerings, together with cash on hand and borrowings under its revolving credit facilities, to finance
the recently announced Verizon transaction and to pay related fees and expenses. If for any reason the Verizon transaction is not completed, American Tower expects to use the net proceeds from these offerings for general corporate purposes, which
may include the financing of other pending acquisitions or the repayment of existing indebtedness.
Unless converted or redeemed earlier, each share of
5.50% Mandatory Convertible Preferred Stock, Series B, will convert automatically on February 15, 2018, into between 8.5911 and 10.3093 shares of the American Towers common stock, subject to customary anti-dilution adjustments. Dividends
on the shares of 5.50% Mandatory Convertible Preferred Stock, Series B, will be payable on a cumulative basis when, as and if declared by American Towers board of directors (or an authorized committee thereof), at an annual rate of 5.50% on
the liquidation preference of $1,000.00 per share (and, correspondingly, $100.00 per share with respect to the depositary shares), on February 15, May 15, August 15 and November 15 of each year, commencing on
May 15, 2015, to, and including, February 15, 2018.
Goldman, Sachs & Co. is acting as lead book-running manager for both the common
stock and the depositary shares offerings. BofA Merrill Lynch, Barclays, Citigroup and J.P. Morgan are also acting as joint book-running managers with respect to the common stock offering, and RBC Capital Markets, Morgan Stanley, RBS Securities Inc.
and TD Securities are also acting as joint book-running managers with respect to the depositary shares offering.
This press release shall not constitute
an offer to sell or a solicitation to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. The offerings are being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (SEC). Each offering will be made only by means of a
prospectus supplement relating to such offering and the accompanying base prospectus, copies of which may be obtained by visiting the SECs website at www.sec.gov.
Alternatively, you may request the documents relating to the common stock offering by contacting Goldman, Sachs & Co. at 1-866-471-2526, BofA Merrill
Lynch at 222 Broadway, New York, New York 10038, Attn: Prospectus Department or by emailing dg.prospectus_requests@baml.com, Barclays at 1-888-603-5847, Citigroup at 1-800-831-9146 and J.P. Morgan at 1-866-803-9204. You may request the documents
relating to the depositary shares offering by contacting Goldman, Sachs & Co. at 1-866-471-2526, RBC Capital Markets at 1-877-822-4089, Morgan Stanley at 1-866-718-1649, RBS at 1-866-884-2071 and TD Securities at 1-800-263-5292.
About American Tower
American Tower is a leading independent owner, operator and developer of communications real estate with a global portfolio of over 75,000 communications
sites.
Cautionary Language Regarding Forward-Looking Statements
This press release contains statements about future events and expectations, or forward-looking statements, all of which are inherently uncertain.
American Tower has based those forward-looking statements on managements current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, American Towers expectations of the
dollar amount to be received in net proceeds, its ability to complete each offering, the anticipated closing of the Verizon transaction and the anticipated use of proceeds from the offerings. These forward-looking statements involve a number of
risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include prevailing market conditions and other factors. For more information about
potential risk factors that could affect American Tower and its results, we refer you to the information contained in the respective prospectus supplements for these offerings and Item 1A of the Annual Report on Form 10-K for the year ended
December 31, 2014 under the caption Risk Factors and in other filings American Tower makes with the SEC. American Tower undertakes no obligation to update the information contained in this press release to reflect subsequently
occurring events or circumstances.
# # #
American Tower (NYSE:AMT)
Historical Stock Chart
From Apr 2024 to May 2024
American Tower (NYSE:AMT)
Historical Stock Chart
From May 2023 to May 2024