Form 8-K AMERICAN TOWER CORP /MA/ For: Aug 08
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
August 8, 2022
AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code)
(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):
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 8.01 Other Events.
American Tower Corporation (the “Company”) is hereby providing certain information about the closing of its previously announced transaction with certain investment vehicles affiliated with Stonepeak Partners LP (“Stonepeak”). On August 8, 2022, Stonepeak, through certain affiliated investment vehicles, acquired approximately 23% of the outstanding common equity and 100% of the outstanding mandatorily convertible preferred equity in the Company’s U.S. data center business for total aggregate consideration of $2.5 billion. The Company currently holds a common equity interest of approximately 77% in its U.S. data center business. As previously disclosed, on a fully converted basis, which is expected to occur four years from the date of closing, and on the basis of the currently outstanding equity, the Company will hold a controlling ownership interest in its U.S. data center business of approximately 71%, with the Stonepeak investment vehicles holding approximately 29%.
This Current Report on Form 8-K contains forward-looking statements, including statements regarding the timing of the conversion of the outstanding mandatorily convertible preferred equity interest and the expected ownership interests to be held in the Company’s U.S. data center business. Forward-looking statements can generally be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “potential,” “seek,” “should,” “think,” “will,” “would” and similar expressions, or they may use future dates. These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. For important factors that may cause actual results to differ materially from those indicated in our forward-looking statements, the Company refers the reader to the information contained in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 under the caption “Risk Factors” and in other filings the Company makes with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.
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|
|Date:||August 8, 2022||By:||/s/ Rodney M. Smith|
|Rodney M. Smith|
|Executive Vice President, Chief Financial Officer and Treasurer|
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