American Tower Corp. Announces Proposed Concurrent Public Offering of Common Stock & Mandatory Convertible Preferred Stock
February 24 2015 - 6:58AM
Business Wire
American Tower Corporation (NYSE:AMT) today announced that, in
connection with the funding of its transaction with Verizon
Communications, Inc., whereby American Tower will lease, acquire or
otherwise operate and manage up to 11,489 Verizon wireless
communications sites, American Tower intends to offer 23,500,000
shares of its common stock and 12,500,000 depositary shares, each
representing a 1/10th interest in a share of American Tower’s
Mandatory Convertible Preferred Stock, Series B, in concurrent
registered public offerings, subject to market and other
conditions. These offerings are separate public offerings made by
means of separate prospectus supplements and are not contingent on
each other or upon consummation of the Verizon transaction.
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 equity
offerings for general corporate purposes, which may include the
financing of the TIM Celular S.A. and Bharti Airtel International
(Netherlands) BV transactions (which it would otherwise fund
through a combination of cash on hand, borrowings under its credit
facilities and other debt financing) or repaying existing
indebtedness. American Tower intends to grant the underwriters the
option to purchase up to an additional 2,350,000 shares common
stock and up to an additional 1,250,000 depositary shares, each to
cover over-allotments, if any.
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 SEC’s 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 management’s current expectations and
assumptions and not on historical facts. Examples of these
statements include, but are not limited to, American Tower’s
ability to complete each offering, the anticipated closing of the
Verizon transaction, the anticipated use of proceeds from the
offerings and the expectations for funding the TIM and Airtel
transactions. 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 CorporationLeah Stearns, 617-375-7500Senior Vice
President, Treasurer and Investor Relations
American Tower (NYSE:AMT)
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