Form 8-K AMERICAN TOWER CORP /MA/ For: Mar 03

 

 

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): March 3, 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):

 

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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)

 

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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))

 

 

 

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Item 1.02

Termination of a Material Definitive Agreement.

As previously reported, on February 5, 2015, American Tower Corporation (the “Company”) entered into a commitment letter (the “Commitment Letter”) with Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC (collectively, the “Commitment Parties”), pursuant to which the Commitment Parties committed to provide up to $5.05 billion in bridge loans to ensure financing for the Company’s transaction with Verizon Communications, Inc. (“Verizon”). On March 3, 2015, upon receipt of the net proceeds of the offerings described below, the Company determined that it had adequate cash resources and undrawn availability under its revolving credit facilities to fund the cash consideration payable in connection with the Verizon transaction and terminated the Commitment Letter.

 

Item 8.01

Other Items.

On March 3, 2015, the Company issued a press release (the “Press Release”) announcing it had completed its concurrent registered public offerings of 23,500,000 shares of common stock and 12,500,000 depositary shares, each representing a 1/10th interest in its 5.50% Mandatory Convertible Preferred Stock, Series B. The common stock offering and depositary shares offering resulted in net proceeds to the Company of approximately $2.22 billion and $1.22 billion, respectively, after reflecting underwriting discounts and estimated offering expenses. The underwriters of each offering have exercised their option to purchase an additional 2,350,000 shares of common stock and an additional 1,250,000 depositary shares. This purchase will generate net proceeds of an aggregate of approximately $0.3 billion, after reflecting underwriting discounts and estimated offering expenses. The Company intends 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, the Company 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. A copy of the Press Release is filed herewith as Exhibit 99.1, and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
5.1		Opinion of Cleary Gottlieb Steen & Hamilton LLP, relating to the Company’s offering of common stock.
5.2		Opinion of Cleary Gottlieb Steen & Hamilton LLP, relating to the Company’s offering of depositary shares.
8.1		Opinion of Sullivan & Worcester LLP as to certain tax matters relating to the Company’s offering of common stock.
8.2		Opinion of Sullivan & Worcester LLP as to certain tax matters relating to the Company’s offering of depositary shares.
23.1		Consent of Cleary Gottlieb Steen & Hamilton LLP relating to the Company’s offering of common stock (included in Exhibit 5.1 hereto).

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23.2		Consent of Cleary Gottlieb Steen & Hamilton LLP relating to the Company’s offering of depositary shares (included in Exhibit 5.2 hereto).
23.3		Consent of Sullivan & Worcester LLP relating to the Company’s offering of common stock (included in Exhibit 8.1 hereto).
23.4		Consent of Sullivan & Worcester LLP relating to the Company’s offering of depositary shares (included in Exhibit 8.2 hereto).
99.1		Press Release, dated March 3, 2015.

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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:		March 3, 2015				By:		/s/ THOMAS A. BARTLETT
								Thomas A. Bartlett
								Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

 

Exhibit No.		Description
5.1		Opinion of Cleary Gottlieb Steen & Hamilton LLP, relating to the Company’s offering of common stock.
5.2		Opinion of Cleary Gottlieb Steen & Hamilton LLP, relating to the Company’s offering of depositary shares.
8.1		Opinion of Sullivan & Worcester LLP as to certain tax matters relating to the Company’s offering of common stock.
8.2		Opinion of Sullivan & Worcester LLP as to certain tax matters relating to the Company’s offering of depositary shares.
23.1		Consent of Cleary Gottlieb Steen & Hamilton LLP relating to the Company’s offering of common stock (included in Exhibit 5.1 hereto).
23.2		Consent of Cleary Gottlieb Steen & Hamilton LLP relating to the Company’s offering of depositary shares (included in Exhibit 5.2 hereto).
23.3		Consent of Sullivan & Worcester LLP relating to the Company’s offering of common stock (included in Exhibit 8.1 hereto).
23.4		Consent of Sullivan & Worcester LLP relating to the Company’s offering of depositary shares (included in Exhibit 8.2 hereto).
99.1		Press Release, dated March 3, 2015.

Exhibit 5.1

 

March 3, 2015

American Tower Corporation

116 Huntington Avenue

Boston, Massachusetts 02116

Ladies and Gentlemen:

We have acted as special counsel to American Tower Corporation, a Delaware corporation (the “Company”), in connection with its offering pursuant to a registration statement on Form S-3 (No. 333-188812), as amended as of its most recent effective date (February 25, 2015), insofar as it relates to the Securities (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)) (as so amended, but excluding the documents incorporated by reference therein, the “Registration Statement”), and the prospectus, dated May 23, 2013 (the “Base Prospectus”), as supplemented by the prospectus supplement thereto, dated February 25, 2015 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), of up to 25,850,000 shares (including up to 2,350,000 shares if the underwriters’ overallotment option is exercised in full) of the Company’s common stock, par value $0.01 per share (the “Securities”).

In arriving at the opinion expressed below, we have reviewed the following documents:

 

(a)

the Registration Statement and the documents incorporated by reference therein;

 

(b)

the Prospectus and the documents incorporated by reference therein;

 

(c)

an executed copy of the Underwriting Agreement, dated February 25, 2015, between the Company and the several underwriters named in Schedule A thereto; and

 

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American Tower Corporation, p. 2

 

 

(d)

copies of the Company’s Restated Certificate of Incorporation and Amended and Restated By-Laws certified by the Secretary of State of the State of Delaware and the corporate secretary of the Company, respectively.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Securities have been validly issued by the Company and are fully paid and nonassessable.

Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company, (x) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the General Corporation Law of the State of Delaware that in our experience normally would be applicable to general business entities with respect to such agreement or obligation) and (y) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

The foregoing opinion is limited to the General Corporation Law of the State of Delaware.

We hereby consent to the use of our name in the Prospectus Supplement under the heading “Legal Matters” and in the Base Prospectus under the heading “Validity of the Securities,” as counsel for the Company that has passed on the validity of the Securities and to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated March 3, 2015. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

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American Tower Corporation, p. 3

 

The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

 

Exhibit 5.2

 

March 3, 2015

American Tower Corporation

116 Huntington Avenue

Boston, Massachusetts 02116

Ladies and Gentlemen:

We have acted as special counsel to American Tower Corporation, a Delaware corporation (the “Company”), in connection with its offering pursuant to a registration statement on Form S-3 (No. 333-188812), as amended as of its most recent effective date (February 25, 2015), insofar as it relates to the Securities (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)) (as so amended, but excluding the documents incorporated by reference therein, the “Registration Statement”), and the prospectus, dated May 23, 2013 (the “Base Prospectus”), as supplemented by the prospectus supplement thereto, dated February 25, 2015 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), of up to 13,750,000 depositary shares (including up to 1,250,000 depositary shares if the underwriters’ overallotment option is exercise in full) (the “Depositary Shares”), each representing a 1/10th interest in a share of the Company’s 5.50% Mandatory Convertible Preferred Stock, Series B, par value $0.01 per share (the “Securities”).

The Securities will be issued pursuant to a Certificate of Designations of the Company dated March 3, 2015 (the “Certificate of Designations”). The Depositary Shares will be evidenced by depositary receipts (the “Depositary Receipts”) issued pursuant to a deposit agreement, dated as of March 3, 2015 (the “Deposit Agreement”), among the Company, Computershare Trust Company, N.A. and Computershare Inc., as depositary (the “Depositary”), and the holders from time to time of the Depositary Receipts. A global Depositary Receipt representing the Depositary Shares (the “Global Receipt”) will be issued by the Depositary against the deposit by the Company with the Depositary of the Securities to be represented by the Depositary Shares.

 

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American Tower Corporation, p. 2

 

In arriving at the opinions expressed below, we have reviewed the following documents:

 

(a)

the Registration Statement and the documents incorporated by reference therein;

 

(b)

the Prospectus and the documents incorporated by reference therein;

 

(c)

an executed copy of the Underwriting Agreement, dated February 25, 2015, between the Company and the several underwriters named in Schedule A thereto;

 

(d)

a copy of the Certificate of Designations, certified by the Secretary of State of the State of Delaware;

 

(e)

a facsimile copy of the Securities as executed by the Company and countersigned by Computershare Inc., as registrar and transfer agent;

 

(f)

an executed copy of the Deposit Agreement;

 

(g)

a facsimile copy of the Global Receipt; and

 

(h)

copies of the Company’s Restated Certificate of Incorporation and Amended and Restated By-Laws certified by the Secretary of State of the State of Delaware and the corporate secretary of the Company, respectively.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:

1. The Securities have been validly issued by the Company and are fully paid and nonassessable.

2. The Depositary Shares represented by the Global Receipt have been validly issued and the person or persons in whose names the Global Receipt is registered will be entitled to the rights specified therein and in the Deposit Agreement.

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American Tower Corporation, p. 3

 

3. The shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), into which the Securities are convertible at the initial conversion price have been duly authorized by all necessary corporate action of the Company and reserved for issuance upon conversion and, upon issuance thereof upon conversion of the Securities in accordance with the Certificate of Designations and the terms of the Securities at conversion prices at or in excess of the par value of such shares of Common Stock, will be validly issued, fully paid and nonassessable.

Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Company, (x) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the General Corporation Law of the State of Delaware that in our experience normally would be applicable to general business entities with respect to such agreement or obligation) and (y) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

The foregoing opinions are limited to the law of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the use of our name in the Prospectus Supplement under the heading “Legal Matters” and in the Base Prospectus under the heading “Validity of the Securities,” as counsel for the Company that has passed on the validity of the Depositary Shares and the Securities and to the filing of this opinion letter as Exhibit 5.2 to the Company’s Current Report on Form 8-K dated March 3, 2015. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

 

Exhibit 8.1

 

March 3, 2015

American Tower Corporation

116 Huntington Avenue, 11th Floor

Boston, MA 02116

Ladies and Gentlemen:

The following opinion is furnished to American Tower Corporation, a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 8.1 to the Company’s Current Report on Form 8-K to be filed on the date hereof (the “Form 8-K”) under the Securities Exchange Act of 1934, as amended.

We have acted as tax counsel for the Company in connection with its Registration Statement on Form S-3, File No. 333-188812 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). We have reviewed originals or copies of the Registration Statement, such corporate records, such certificates and statements of officers of the Company and of public officials, and such other documents as we have considered relevant and necessary in order to furnish the opinion hereinafter set forth. In doing so, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Specifically, and without limiting the generality of the foregoing, we have reviewed: (i) the Company’s Restated Certificate of Incorporation; (ii) the Company’s Amended and Restated By-Laws; (iii) the prospectus supplement dated February 25, 2015 (the “Prospectus Supplement”) to the prospectus dated May 23, 2013 (the “Base Prospectus”, and as supplemented by the Prospectus Supplement, the “Prospectus”), which forms a part of the Registration Statement, relating to, inter alia, the Company’s offering of common stock, par value $0.01 per share (the “Offered Securities”); and (iv) the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2014 (the “Form 10-K”, which is incorporated by reference into the Registration Statement).

The opinion set forth below is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations issued thereunder, published administrative interpretations thereof, and judicial decisions with respect thereto, all as of the date hereof (collectively, the “Tax Laws”). No assurance can be given that the Tax Laws will not change.

 

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American Tower Corporation

March 3, 2015

Page 2

 

In preparing the discussions with respect to Tax Laws matters in the sections of the Base Prospectus captioned “Federal Income Tax Considerations Related to Our Qualification and Taxation as a REIT” and “U.S. Federal Income Tax Considerations Relevant to Holders of Our Stock”, as supplemented by the section of the Prospectus Supplement captioned “Material U.S. Federal Income Tax Consequences”, we have made certain assumptions therein and expressed certain conditions and qualifications therein, all of which assumptions, conditions and qualifications are incorporated herein by reference. With respect to all questions of fact on which our opinion is based, we have assumed the initial and continuing truth, accuracy and completeness of: (i) the information set forth in the Form 10-K, in the Prospectus and the Registration Statement and the documents incorporated therein by reference, and in the exhibits to the Form 10-K and the Registration Statement; and (ii) representations made to us by officers of the Company or contained in the Form 10-K, in the Prospectus and the Registration Statement and the documents incorporated therein by reference, and in the exhibits to the Form 10-K and the Registration Statement, in each such instance without regard to qualifications such as “to the best knowledge of” or “in the belief of”. We have not independently verified such information.

We have relied upon, but not independently verified, the foregoing assumptions. If any of the foregoing assumptions are inaccurate or incomplete for any reason, or if the transactions described in the Form 10-K, the Prospectus, or the Registration Statement, or any exhibits thereto or any documents incorporated therein by reference, have been consummated in a manner that is inconsistent with the manner contemplated therein, our opinion as expressed below may be adversely affected and may not be relied upon.

Based upon and subject to the foregoing: (A) we are of the opinion that the discussions with respect to Tax Laws matters in the sections of the Base Prospectus captioned “Federal Income Tax Considerations Related to Our Qualification and Taxation as a REIT” and “U.S. Federal Income Tax Considerations Relevant to Holders of Our Stock”, as supplemented by the section of the Prospectus Supplement captioned “Material U.S. Federal Income Tax Consequences”, in all material respects are, subject to the limitations set forth in the Base Prospectus as supplemented by any limitations set forth in the Prospectus Supplement, the material Tax Laws consequences (i) of the Company’s qualification and taxation as a real estate investment trust under sections 856-860 of the Code and (ii) relevant to the purchasers and holders of the Offered Securities, and (B) we hereby confirm that the opinions of counsel referred to in those sections represent our opinions on the subject matters thereof.

Our opinion above is limited to the matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other matters or any other transactions. Further, we disclaim any undertaking to advise you of any subsequent changes of the matters stated, represented or assumed herein or any subsequent changes in the Tax Laws.

This opinion is rendered to you in connection with the offering of the Offered Securities under the Prospectus. This opinion may not be relied upon for any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior written consent, except that (i) this opinion may be furnished or quoted to judicial or regulatory authorities having jurisdiction over you, and (ii) this opinion may be relied upon by

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American Tower Corporation

March 3, 2015

Page 3

 

purchasers and holders of the Offered Securities currently entitled to rely on it pursuant to applicable provisions of federal securities law. Purchasers and holders of the Offered Securities are urged to consult their own tax advisors or counsel, particularly with respect to their particular tax consequences of acquiring, holding, and disposing of the Offered Securities, which may vary for investors in different tax situations. We hereby consent to the filing of a copy of this opinion as an exhibit to the Form 8-K, which is incorporated by reference in the Registration Statement, and to the references to our firm in the Prospectus Supplement and such Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Sullivan & Worcester LLP

SULLIVAN & WORCESTER LLP

Exhibit 8.2

 

March 3, 2015

American Tower Corporation

116 Huntington Avenue, 11th Floor

Boston, MA 02116

Ladies and Gentlemen:

The following opinion is furnished to American Tower Corporation, a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 8.2 to the Company’s Current Report on Form 8-K to be filed on the date hereof (the “Form 8-K”) under the Securities Exchange Act of 1934, as amended.

We have acted as tax counsel for the Company in connection with its Registration Statement on Form S-3, File No. 333-188812 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). We have reviewed originals or copies of the Registration Statement, such corporate records, such certificates and statements of officers of the Company and of public officials, and such other documents as we have considered relevant and necessary in order to furnish the opinion hereinafter set forth. In doing so, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Specifically, and without limiting the generality of the foregoing, we have reviewed: (i) the Company’s Restated Certificate of Incorporation; (ii) the Company’s Amended and Restated By-Laws; (iii) the prospectus supplement dated February 25, 2015 (the “Prospectus Supplement”) to the prospectus dated May 23, 2013 (the “Base Prospectus”, and as supplemented by the Prospectus Supplement, the “Prospectus”), which forms a part of the Registration Statement, relating to, inter alia, the Company’s offering of depositary shares (the “Depositary Shares”), each of which represents a one-tenth interest in a share of the Company’s 5.50% Mandatory Convertible Preferred Stock, Series B, par value $0.01 per share (the “Preferred Stock”, and together with the Depositary Shares and the Company’s common stock issuable upon conversion of or as distributions on the Preferred Stock, the “Offered Securities”); and (iv) the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2014 (the “Form 10-K”, which is incorporated by reference into the Registration Statement).

 

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American Tower Corporation

March 3, 2015

Page 2

 

The opinion set forth below is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations issued thereunder, published administrative interpretations thereof, and judicial decisions with respect thereto, all as of the date hereof (collectively, the “Tax Laws”). No assurance can be given that the Tax Laws will not change. In preparing the discussions with respect to Tax Laws matters in the sections of the Base Prospectus captioned “Federal Income Tax Considerations Related to Our Qualification and Taxation as a REIT” and “U.S. Federal Income Tax Considerations Relevant to Holders of Our Stock”, as supplemented by the section of the Prospectus Supplement captioned “Federal Income Tax Considerations Relevant to Holders of Depositary Shares Representing the Mandatory Convertible Preferred Stock”, we have made certain assumptions therein and expressed certain conditions and qualifications therein, all of which assumptions, conditions and qualifications are incorporated herein by reference. With respect to all questions of fact on which our opinion is based, we have assumed the initial and continuing truth, accuracy and completeness of: (i) the information set forth in the Form 10-K, in the Prospectus and the Registration Statement and the documents incorporated therein by reference, and in the exhibits to the Form 10-K and the Registration Statement; and (ii) representations made to us by officers of the Company or contained in the Form 10-K, in the Prospectus and the Registration Statement and the documents incorporated therein by reference, and in the exhibits to the Form 10-K and the Registration Statement, in each such instance without regard to qualifications such as “to the best knowledge of” or “in the belief of”. We have not independently verified such information.

We have relied upon, but not independently verified, the foregoing assumptions. If any of the foregoing assumptions are inaccurate or incomplete for any reason, or if the transactions described in the Form 10-K, the Prospectus, or the Registration Statement, or any exhibits thereto or any documents incorporated therein by reference, have been consummated in a manner that is inconsistent with the manner contemplated therein, our opinion as expressed below may be adversely affected and may not be relied upon.

Based upon and subject to the foregoing: (A) we are of the opinion that the discussions with respect to Tax Laws matters in the sections of the Base Prospectus captioned “Federal Income Tax Considerations Related to Our Qualification and Taxation as a REIT” and “U.S. Federal Income Tax Considerations Relevant to Holders of Our Stock”, as supplemented by the section of the Prospectus Supplement captioned “Federal Income Tax Considerations Relevant to Holders of Depositary Shares Representing the Mandatory Convertible Preferred Stock”, in all material respects are, subject to the limitations set forth in the Base Prospectus as supplemented by any limitations set forth in the Prospectus Supplement, the material Tax Laws consequences (i) of the Company’s qualification and taxation as a real estate investment trust under sections 856-860 of the Code and (ii) relevant to the purchasers and holders of the Offered Securities, and (B) we hereby confirm that the opinions of counsel referred to in those sections represent our opinions on the subject matters thereof.

Our opinion above is limited to the matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other matters or any other transactions. Further, we disclaim any undertaking to advise you of any subsequent changes of the matters stated, represented or assumed herein or any subsequent changes in the Tax Laws.

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American Tower Corporation

March 3, 2015

Page 3

 

This opinion is rendered to you in connection with the offering of the Offered Securities under the Prospectus. This opinion may not be relied upon for any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior written consent, except that (i) this opinion may be furnished or quoted to judicial or regulatory authorities having jurisdiction over you, and (ii) this opinion may be relied upon by purchasers and holders of the Offered Securities currently entitled to rely on it pursuant to applicable provisions of federal securities law. Purchasers and holders of the Offered Securities are urged to consult their own tax advisors or counsel, particularly with respect to their particular tax consequences of acquiring, holding, and disposing of the Offered Securities, which may vary for investors in different tax situations. We hereby consent to the filing of a copy of this opinion as an exhibit to the Form 8-K, which is incorporated by reference in the Registration Statement, and to the references to our firm in the Prospectus Supplement and such Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations of the SEC promulgated thereunder.

 

Exhibit 99.1

 

Contact: Leah Stearns

Senior Vice President, Treasurer and Investor Relations

Telephone: (617) 375-7500

AMERICAN TOWER CORPORATION ANNOUNCES CLOSING OF

CONCURRENT OFFERINGS OF COMMON STOCK AND MANDATORY CONVERTIBLE

PREFERRED STOCK

Boston, Massachusetts – March 3, 2015: American Tower Corporation (NYSE: AMT) today announced the completion of the issuance of 23,500,000 shares of its common stock and 12,500,000 depositary shares, each representing a 1/10th interest in a share of its 5.50% Mandatory Convertible Preferred Stock, Series B. The common stock offering and depositary shares offering resulted in net proceeds to American Tower of approximately $2.22 billion and $1.22 billion, respectively, after reflecting underwriting discounts and estimated offering expenses. The underwriters of each offering have exercised their option to purchase an additional 2,350,000 shares of common stock and an additional 1,250,000 depositary shares. This purchase will generate net proceeds of an aggregate of approximately $0.3 billion, after reflecting underwriting discounts and estimated offering expenses. American Tower intends 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 intends to use the net proceeds from these equity offerings for general corporate purposes, which may include financing other pending acquisitions or repaying existing indebtedness.

Goldman, Sachs & Co. acted as lead book-running manager for both the common stock and the depositary shares offerings. BofA Merrill Lynch, Barclays, Citigroup and J.P. Morgan also acted as joint book-running managers with respect to the common stock offering, and RBC Capital Markets, Morgan Stanley, RBS Securities Inc. and TD Securities also acted 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 were made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (SEC). Each offering was 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 [email protected], 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.

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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, the anticipated closing of the Verizon transaction, the anticipated amount of net proceeds resulting from the purchase of additional shares by the underwriters 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 prospectus supplements for these offerings 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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