American Tower Corporation Prices Concurrent Public Offerings of Common Stock and Mandatory Convertible Preferred Stock
February 26 2015 - 8:30AM
Business Wire
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 Tower’s 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 Tower’s
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 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
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 CorporationLeah Stearns, 617-375-7500Senior Vice
President, Treasurer and Investor Relations
American Tower (NYSE:AMT)
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