American Tower Corporation (NYSE: AMT) (the “Company”) today announced
the pricing of its registered public offering of 5,250,000 shares of
5.25% Mandatory Convertible Preferred Stock, Series A, at $100.00 per
share. The underwriters of the offering have an option to purchase up to
an additional 750,000 shares of the Mandatory Convertible Preferred
Stock. The net proceeds of this offering are expected to be
approximately $509.9 million (or approximately $582.9 million if the
underwriters exercise their option to purchase additional shares in
full) after deducting underwriting discounts and estimated offering
expenses. The Company intends to use the net proceeds from this offering
to fund recent acquisitions, including Richland Properties LLC and other
related entities, initially funded by indebtedness incurred under its
multi-currency $2.0 billion senior unsecured revolving credit facility.
The remainder of the proceeds will be used for general corporate
purposes.
Unless converted or redeemed earlier, each share of Mandatory
Convertible Preferred Stock will convert automatically on May 15, 2017,
into between 0.9174 and 1.1468 shares of the Company’s common stock,
subject to customary anti-dilution adjustments. Dividends on the shares
of Mandatory Convertible Preferred Stock will be payable on a cumulative
basis when, as and if declared by the Company’s board of directors (or
an authorized committee thereof), at an annual rate of 5.25% on the
liquidation preference of $100.00 per share, on February 15, May 15,
August 15 and November 15 of each year, commencing on August 15, 2014
to, and including, May 15, 2017.
Goldman, Sachs & Co., BofA Merrill Lynch, Barclays Capital Inc. and J.P.
Morgan Securities LLC are the joint book-running managers for the
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 offering will be made only by means of a prospectus
and related prospectus supplement, which may be obtained by visiting the
Securities and Exchange Commission’s website at www.sec.gov.
Alternatively, you may request these documents by contacting: Goldman,
Sachs & Co. at Attn: Prospectus Department, 200 West Street, New York,
NY 10282, or by telephone at 1-866-471-2526 or email at prospectus-ny@ny.email.gs.com;
BofA Merrill Lynch at 222 Broadway, New York, NY 10038, Attn: Prospectus
Department or by email at dg.prospectus_requests@baml.com;
Barclays Capital Inc. at c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717 or by telephone at 1-888-603-5847 or
email at Barclaysprospectus@broadridge.com;
and J.P. Morgan Securities LLC at c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, New York 11717 or by telephone at
1-866-803-9204.
About American Tower
American Tower is a leading independent owner, operator and developer of
wireless and broadcast communications real estate. American Tower
currently owns and operates approximately 68,000 communications sites in
the United States, Brazil, Chile, Colombia, Costa Rica, Germany, Ghana,
India, Mexico, Panama, Peru, South Africa and Uganda.
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. The Company has based those forward-looking
statements on management’s current expectations and assumptions and not
on historical facts. Examples of these statements include, but are not
limited to, the Company’s expectations of the dollar amount to be
received in net proceeds, the Company’s ability to complete the offering
and the Company’s anticipated
use of proceeds from the offering. 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 the Company and its results, we refer you to
the information contained in the prospectus supplement for this offering
and Item 1A of the Form 10-Q for the quarter ended March 31, 2014 under
the caption “Risk Factors” and in other filings the Company makes with
the Securities and Exchange Commission. The Company undertakes no
obligation to update the information contained in this press release to
reflect subsequently occurring events or circumstances.
Copyright Business Wire 2014