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)

 

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

(Registrant’s 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))

 

 

 


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.

 

Nominee

Votes Cast For

Votes Against

Votes Abstained

Broker Non-Votes

Raymond P. Dolan 354,311,774 5,100,081 565,371 24,278,086
Carolyn F. Katz 356,141,066 3,278,775 557,385 24,278,086
Gustavo Lara Cantu 355,097,092 4,319,105 561,029 24,278,086
Craig Macnab 355,439,729 3,976,059 561,438 24,278,086
JoAnn A. Reed 359,233,224 186,092 557,910 24,278,086
Pamela D.A. Reeve 352,060,915 7,359,181 557,130 24,278,086
David E. Sharbutt 358,768,353 647,559 561,314 24,278,086
James D. Taiclet, Jr. 350,023,852 8,229,914 1,723,460 24,278,086
Samme L. Thompson 355,037,689 4,378,283 561,254 24,278,086

 

2. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015.

 

Votes Cast For

Votes Against

Votes Abstained

Broker Non-Votes

375,688,824 7,972,379 594,109

 

3. Approval, on an advisory basis, of the Company’s executive compensation.

 

Votes Cast For

Votes Against

Votes Abstained

Broker Non-Votes

236,990,505 120,351,307 2,635,414 24,278,086

 

Item 8.01 Other Events.

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 Company’s 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.


(d) Exhibits

 

Exhibit No.

  

Description

99.1    Pricing Press Release, dated May 20, 2015.
99.2    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.

 

AMERICAN TOWER CORPORATION

 

                         (Registrant)

Date:        May 21, 2015 By: /S/ THOMAS A. BARTLETT
Thomas A. Bartlett

Executive Vice President and Chief Financial

Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Pricing Press Release, dated May 20, 2015.
99.2    Distribution Press Release, dated May 21, 2015.


Exhibit 99.1

 

LOGO

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 Moody’s 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 management’s current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, statements regarding American Tower’s ability to complete the offering and American Tower’s 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 Tower’s indebtedness in particular. For other important factors that may cause actual results to differ materially from those indicated in American Tower’s 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.

# # #



Exhibit 99.2

 

LOGO

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 Company’s 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 Company’s 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 Company’s 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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