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): May 20, 2015
AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-14195 |
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65-0723837 |
(State or Other Jurisdiction of
Incorporation) |
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(Commission File Number) |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The 2015 Annual Meeting of
Stockholders of American Tower Corporation (the Company) was held on May 20, 2015 to consider and act upon the three proposals listed below. Proposals 1, 2 and 3 were approved and adopted. The final results of the stockholder voting
regarding each proposal were as follows:
1. |
Election of the following directors for the ensuing year or until their successors are elected and qualified. |
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Nominee |
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Votes Cast For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
Raymond P. Dolan |
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354,311,774 |
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5,100,081 |
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565,371 |
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24,278,086 |
Carolyn F. Katz |
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356,141,066 |
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3,278,775 |
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557,385 |
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24,278,086 |
Gustavo Lara Cantu |
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355,097,092 |
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4,319,105 |
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561,029 |
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24,278,086 |
Craig Macnab |
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355,439,729 |
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3,976,059 |
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561,438 |
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24,278,086 |
JoAnn A. Reed |
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359,233,224 |
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186,092 |
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557,910 |
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24,278,086 |
Pamela D.A. Reeve |
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352,060,915 |
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7,359,181 |
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557,130 |
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24,278,086 |
David E. Sharbutt |
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358,768,353 |
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647,559 |
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561,314 |
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24,278,086 |
James D. Taiclet, Jr. |
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350,023,852 |
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8,229,914 |
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1,723,460 |
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24,278,086 |
Samme L. Thompson |
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355,037,689 |
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4,378,283 |
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561,254 |
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24,278,086 |
2. |
Ratification of the selection of Deloitte & Touche LLP as the Companys independent registered public accounting firm for 2015. |
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Votes Cast For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
375,688,824 |
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7,972,379 |
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594,109 |
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3. |
Approval, on an advisory basis, of the Companys executive compensation. |
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Votes Cast For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
236,990,505 |
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120,351,307 |
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2,635,414 |
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24,278,086 |
On May 20, 2015, the Company issued a press release (the
Pricing Press Release) announcing that its subsidiary, GTP Acquisition Partners I, LLC (GTP Acquisition Partners), priced, in a private transaction, $350 million aggregate principal amount of American Tower Secured Revenue
Notes, Series 2015-1 and $525 million aggregate principal amount of American Tower Secured Revenue Notes, Series 2015-2 (collectively, the Notes). The Notes will be secured primarily by 3,621 communications sites owned by subsidiaries of
GTP Acquisition Partners.
On May 21, 2015, the Company issued a press release (the Distribution Press Release)
announcing that its board of directors declared a cash distribution of $0.44 per share of the Companys common stock, payable on July 16, 2015 to such stockholders of record at the close of business on June 17, 2015.
Copies of the Pricing Press Release and the Distribution Press Release are filed herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and
incorporated by reference herein.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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99.1 |
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Pricing Press Release, dated May 20, 2015. |
99.2 |
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Distribution Press Release, dated May 21, 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.
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AMERICAN TOWER CORPORATION
(Registrant) |
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Date: May 21, 2015 |
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By: |
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/S/ THOMAS A. BARTLETT |
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Thomas A. Bartlett |
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Executive Vice President and Chief Financial
Officer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Pricing Press Release, dated May 20, 2015. |
99.2 |
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Distribution Press Release, dated May 21, 2015. |
Exhibit 99.1
Contact: Leah Stearns
Senior Vice President, Treasurer and Investor Relations
Telephone: (617) 375-7500
AMERICAN TOWER CORPORATION PRICES SECURITIZED NOTES OFFERING
Boston, Massachusetts May 20, 2015: American Tower Corporation (NYSE: AMT) today announced that its subsidiary, GTP Acquisition Partners I,
LLC (GTP Acquisition Partners), priced, in a private transaction, $350 million aggregate principal amount of American Tower Secured Revenue Notes, Series 2015-1 and $525 million aggregate principal amount of American Tower Secured Revenue Notes,
Series 2015-2 (collectively, the Notes). The Notes will be secured primarily by 3,621 communications sites owned by subsidiaries of GTP Acquisition Partners.
The Series 2015-1 notes have an interest rate of 2.350%, an anticipated repayment date of June 15, 2020 and a final repayment date of June 15, 2045.
The Series 2015-2 notes have an interest rate of 3.482%, an anticipated repayment date of June 16, 2025 and a final repayment date of June 15, 2050. The Notes are expected to be rated Aaa(sf)/AAA(sf) by Moodys and Fitch,
respectively. The Notes will have an effective weighted average fixed interest rate of 3.029% and a weighted average life through the anticipated repayment dates of approximately 8.0 years.
GTP Acquisition Partners intends to use the net proceeds of this offering, together with cash on hand, to repay all amounts outstanding under its Series
2011-1, Series 2011-2 and Series 2013-1 securitized notes, and to pay any related prepayment consideration, transaction fees and expenses.
This
announcement is neither an offer to sell nor a solicitation of an offer to buy any of the Notes, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The Notes subject to the proposed offering have not been
registered under the Securities Act of 1933, as amended (the Securities Act) or any state securities laws, and are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, to persons that qualify as
accredited investors within the meaning of Regulation D under the Securities Act and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. Unless so registered, the Notes may not be offered or sold in the
United States or to U.S. persons except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
About American Tower
American Tower, one of the largest
global REITs, is a leading independent owner, operator and developer of multitenant communications real estate with a portfolio of over 91,000 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, statements regarding American Towers
ability to complete the offering and American Towers expectations for the 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 market conditions for corporate debt generally, for the securities of telecommunications companies and for American Towers indebtedness in particular.
For other important factors that may cause actual results to differ materially from those indicated in American Towers forward-looking statements, we refer you to the information contained in the prospectus supplement for this offering and
Item 1A of the Form 10-K for the
year ended December 31, 2014 under the caption Risk Factors and in other filings American Tower makes with the Securities and Exchange Commission. American Tower undertakes no
obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.
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Exhibit 99.2
Contact: Leah Stearns
Senior Vice President, Treasurer & Investor Relations
Telephone: (617) 375-7500
AMERICAN TOWER CORPORATION DECLARES QUARTERLY DISTRIBUTION
BOSTON, MASSACHUSETTS May 21, 2015 American Tower Corporation (NYSE: AMT) announced that its board of directors has declared its
quarterly cash distribution of $0.44 per share on shares of the Companys common stock. The distribution is payable on July 16, 2015 to such stockholders of record at the close of business on June 17, 2015.
About American Tower
American Tower, one of the largest
global REITs, is a leading independent owner, operator and developer of multitenant communications real estate with a portfolio of over 91,000 communications sites. For more information about American Tower, please visit
www.americantower.com.
Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements concerning the Companys goals, beliefs, expectations, strategies, objectives, plans,
future operating results and underlying assumptions and other statements that are not necessarily based on historical facts. Actual results may differ materially from those indicated in the Companys forward-looking statements as a result of
various factors, including those factors set forth in Item 1A of its Form 10-K for the year ended December 31, 2014 under the caption Risk Factors. The Company undertakes no obligation to update the information contained in
this press release to reflect subsequently occurring events or circumstances.
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