American Tower raises $1.6B via senior notes

Q: How much debt did AMT issue and at what interest rates and maturities?

AMT issued $500 million of 5.300% notes due 2031, $500 million of 5.560% notes due 2033, and $600 million of 5.750% notes due 2036, all as senior unsecured notes under its existing base indenture and a new supplemental indenture.

Q: How does AMT plan to use the proceeds from the notes issuance?

AMT intends to use the net proceeds to repay $600.0 million of its 1.450% senior unsecured notes due 2026, repay existing indebtedness under its $6.0 billion senior unsecured multicurrency revolving credit facility, and for general corporate purposes.

Q: What redemption and change-of-control protections apply to AMT’s new notes?

AMT may redeem the notes at any time, paying par plus a make-whole premium if redeemed before specified pre-maturity dates, and par thereafter with accrued interest. Upon a Change of Control and Ratings Decline, AMT may be required to repurchase all notes at 101% of principal plus accrued interest.

American Tower issues $1.6 billion of new senior notes to refinance 2026 debt and reduce borrowings under its $6.0 billion revolving credit facility.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AMERICAN TOWER CORP (AMT) completed a registered debt offering of $1.6 billion of senior unsecured notes, consisting of $500 million of 5.300% notes due 2031, $500 million of 5.560% notes due 2033, and $600 million of 5.750% notes due 2036. Net proceeds of approximately $1,579.9 million will be used to repay $600 million of 1.450% notes due 2026, reduce borrowings under a $6.0 billion revolving credit facility, and for general corporate purposes.

The notes pay interest semi-annually starting March 15, 2027, and are issued under an indenture that limits mergers, asset sales, and liens, including a cap on secured indebtedness of 3.5x Adjusted EBITDA. The notes are callable at make-whole premiums before specified dates and at par thereafter, include a 101% repurchase right upon a Change of Control and Ratings Decline, and provide customary Events of Default with acceleration rights.

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8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

2031 notes principal: $500,000,000 2033 notes principal: $500,000,000 2036 notes principal: $600,000,000 +5 more

8 metrics

2031 notes principal $500,000,000 Aggregate principal amount of 5.300% senior unsecured notes due September 15, 2031

2033 notes principal $500,000,000 Aggregate principal amount of 5.560% senior unsecured notes due September 15, 2033

2036 notes principal $600,000,000 Aggregate principal amount of 5.750% senior unsecured notes due September 15, 2036

Net proceeds $1,579,900,000 Aggregate net proceeds from the notes offering after commissions and estimated expenses

Repayment of 2026 notes $600,000,000 Principal amount of 1.450% senior unsecured notes due 2026 to be repaid

Revolving credit facility size $6,000,000,000 Size of senior unsecured multicurrency revolving credit facility referenced for debt repayment

Secured debt limit 3.5x Adjusted EBITDA Maximum indebtedness secured by liens permitted under indenture covenant

Change of Control repurchase price 101% of principal Repurchase price plus accrued and unpaid interest upon Change of Control and Ratings Decline

Key Terms

senior unsecured notes, make-whole premium, Change of Control and Ratings Decline, Event of Default, +2 more

6 terms

senior unsecured notes financial

"completed a registered public offering of $500.0 million aggregate principal amount of its 5.300% senior unsecured notes"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

make-whole premium financial

"the Company shall pay a redemption price equal to 100% of the principal amount ... plus a make-whole premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

Change of Control and Ratings Decline financial

"if the Company undergoes a Change of Control and Ratings Decline, each as defined in the Indenture"

Event of Default financial

"The Indenture provides that each of the following is an event of default (“Event of Default”)"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

Adjusted EBITDA financial

"provided the aggregate amount of indebtedness secured by such liens shall not exceed 3.5x Adjusted EBITDA as defined in the Indenture"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Supplemental Indenture financial

"as supplemented by a supplemental indenture dated as of September 14, 2026 (the “Supplemental Indenture No. 3”)"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AMERICAN TOWER CORP (AMT) announce in this Form 8-K?

AMERICAN TOWER CORP completed a registered public offering of $1.6 billion of senior unsecured notes due 2031, 2033 and 2036, and described the related indenture terms, covenants, redemption features, and Events of Default governing these new securities.

How much debt did AMT issue and at what interest rates and maturities?

AMT issued $500 million of 5.300% notes due 2031, $500 million of 5.560% notes due 2033, and $600 million of 5.750% notes due 2036, all as senior unsecured notes under its existing base indenture and a new supplemental indenture.

What net proceeds did AMT receive from the new notes offering?

The company reports aggregate net proceeds of approximately $1,579.9 million from the offering, after deducting underwriting commissions and estimated expenses associated with issuing the new senior unsecured notes.

How does AMT plan to use the proceeds from the notes issuance?

AMT intends to use the net proceeds to repay $600.0 million of its 1.450% senior unsecured notes due 2026, repay existing indebtedness under its $6.0 billion senior unsecured multicurrency revolving credit facility, and for general corporate purposes.

What are the key covenant and lien limitations in AMT’s new notes?

The indenture limits AMT’s ability to merge, consolidate or sell assets and restricts AMT and its subsidiaries from incurring liens, allowing secured indebtedness only up to 3.5x Adjusted EBITDA, subject to specified exceptions set out in the indenture.

What redemption and change-of-control protections apply to AMT’s new notes?

AMT may redeem the notes at any time, paying par plus a make-whole premium if redeemed before specified pre-maturity dates, and par thereafter with accrued interest. Upon a Change of Control and Ratings Decline, AMT may be required to repurchase all notes at 101% of principal plus accrued interest.

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Available on EDGAR 09/14/2026 - 04:16 PM Accepted by SEC EDGAR 09/14/2026 - 04:16 PM

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): September 14, 2026

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.)

222 Berkeley Street

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	AMT	New York Stock Exchange
0.450% Senior Notes due 2027	AMT 27C	New York Stock Exchange
0.400% Senior Notes due 2027	AMT 27D	New York Stock Exchange
4.125% Senior Notes due 2027	AMT 27F	New York Stock Exchange
0.500% Senior Notes due 2028	AMT 28A	New York Stock Exchange
0.875% Senior Notes due 2029	AMT 29B	New York Stock Exchange
0.950% Senior Notes due 2030	AMT 30C	New York Stock Exchange
3.900% Senior Notes due 2030	AMT 30D	New York Stock Exchange
4.625% Senior Notes due 2031	AMT 31B	New York Stock Exchange
1.000% Senior Notes due 2032	AMT 32	New York Stock Exchange
3.625% Senior Notes due 2032	AMT 32B	New York Stock Exchange
1.250% Senior Notes due 2033	AMT 33	New York Stock Exchange
4.000% Senior Notes due 2033	AMT 33D	New York Stock Exchange
4.100% Senior Notes due 2034	AMT 34A	New York Stock Exchange

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 1.01

Entry into a Material Definitive Agreement.

On September 14, 2026, American Tower Corporation (the “Company”) completed a registered public offering of $500.0 million aggregate principal amount of its 5.300% senior unsecured notes due 2031 (the “2031 notes”), $500.0 million aggregate principal amount of its 5.560% senior unsecured notes due 2033 (the “2033 notes”) and $600.0 million aggregate principal amount of its 5.750% senior unsecured notes due 2036 (the “2036 notes” and, collectively with the 2031 notes and the 2033 notes, the “Notes”), which resulted in aggregate net proceeds to the Company of approximately $1,579.9 million, after deducting commissions and estimated expenses. The Company intends to use the net proceeds to repay $600.0 million aggregate principal amount of its 1.450% senior unsecured notes due 2026, to repay existing indebtedness under its $6.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2021, as further amended, and for general corporate purposes.

The Company issued the Notes under an indenture dated as of June 2, 2025 (the “Base Indenture”), as supplemented by a supplemental indenture dated as of September 14, 2026 (the “Supplemental Indenture No. 3” and, together with the Base Indenture, the “Indenture”), each between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The following description of the Indenture is a summary and is qualified in its entirety by reference to the detailed provisions of the Indenture.

The 2031 notes will mature on September 15, 2031 and bear interest at a rate of 5.300% per annum. The 2033 notes will mature on September 15, 2033 and bear interest at a rate of 5.560% per annum. The 2036 notes will mature on September 15, 2036 and bear interest at a rate of 5.750% per annum. Accrued and unpaid interest on the Notes will be payable in U.S. Dollars semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2027. Interest on the Notes will accrue from September 14, 2026 and will be computed on the basis of a 360-day year comprised of twelve 30-day months. The terms of the Indenture, among other things, limit (a) the Company’s ability to merge, consolidate or sell assets and (b) the Company’s and its subsidiaries’ abilities to incur liens. These covenants are subject to a number of exceptions, including that the Company and its subsidiaries may incur liens on assets, mortgages or other liens securing indebtedness, provided the aggregate amount of indebtedness secured by such liens shall not exceed 3.5x Adjusted EBITDA as defined in the Indenture.

The Company may redeem the Notes at any time, in whole or in part, at its election at the applicable redemption price. If the Company redeems (a) the 2031 notes prior to August 15, 2031, (b) the 2033 notes prior to July 15, 2033 or (c) the 2036 notes prior to June 15, 2036, the Company shall pay a redemption price equal to 100% of the principal amount of the notes being redeemed plus a make-whole premium, together with accrued interest to the redemption date. If the Company redeems (a) the 2031 notes on or after August 15, 2031, (b) the 2033 notes on or after July 15, 2033 or (c) the 2036 notes on or after June 15, 2036, the Company shall pay a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued interest to the redemption date. In addition, if the Company undergoes a Change of Control and Ratings Decline, each as defined in the Indenture, the Company may be required to repurchase all of the Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date.

The Indenture provides that each of the following is an event of default (“Event of Default”): (i) default for 30 days in payment of any interest due with respect to the Notes; (ii) default in payment of principal or premium, if any, on the Notes when due, at maturity, upon any redemption, by declaration or otherwise; (iii) failure by the Company to comply with covenants in the Indenture or Notes for 90 days after receiving notice; and (iv) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries, as defined in the Indenture. If any Event of Default arising under clause (iv) above occurs, the principal amount and accrued and unpaid interest on all the outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare the entire principal amount on all the outstanding Notes to be due and payable immediately.

The foregoing is only a summary of certain provisions and is qualified in its entirety by the terms of the Base Indenture, as filed with the Securities and Exchange Commission on June 2, 2025 as an exhibit to the Company’s Registration Statement on Form S-3 (No. 333-287714), and the Supplemental Indenture No. 3, a copy of which is filed herewith as Exhibit 4.1, and incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Please refer to the discussion under Item 1.01 above, which is incorporated under this Item 2.03 by reference.

Item 9.01

Financial Statements and Exhibits.

A copy of the opinion of Cleary Gottlieb Steen & Hamilton LLP relating to the legality of the issuance by the Company of the Notes is attached as Exhibit 5.1 hereto.

(d) Exhibits


Exhibit No.		Description

4.1		Supplemental Indenture No. 3, dated as of September 14, 2026, by and between American Tower Corporation and U.S. Bank Trust Company, National Association, as trustee.

5.1		Opinion of Cleary Gottlieb Steen & Hamilton LLP.

23.1		Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1 hereto).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 14, 2026	By:	/s/ Rodney M. Smith
		Rodney M. Smith
		Executive Vice President, Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

American Tower raises $1.6B via senior notes

Rhea-AI Filing Summary

Positive

Negative