American Tower (NYSE: AMT) sells $850M 4.700% notes to repay credit facility

Rhea-AI Filing Summary

American Tower Corporation completed a registered public offering of $850.0 million aggregate principal amount of 4.700% senior unsecured notes due 2032. The company expects net proceeds of approximately $839.5 million after commissions and expenses and plans to use these funds to repay existing borrowings under its $4.0 billion senior unsecured revolving credit facility.

The notes mature on December 15, 2032 and pay interest semi-annually on June 15 and December 15, beginning June 15, 2026, calculated on a 360-day year of twelve 30-day months. The indenture includes limits on mergers, asset sales and the ability of American Tower and its subsidiaries to incur liens, with secured indebtedness generally capped at 3.5x Adjusted EBITDA as defined in the indenture.

American Tower may redeem the notes at any time, with a make-whole premium for redemptions before October 15, 2032 and par plus accrued interest thereafter. Upon a qualifying Change of Control and Ratings Decline, holders may require the company to repurchase the notes at 101% of principal plus accrued interest. Standard events of default, including certain bankruptcy events, can accelerate repayment of all outstanding notes.

Insights

Credit and capital structure analyst

American Tower refinances revolver borrowings with $850M 4.700% notes due 2032.

American Tower Corporation issued $850.0 million of senior unsecured notes due 2032 at a fixed coupon of 4.700%. Net proceeds of about $839.5 million are earmarked to repay outstanding amounts on its $4.0 billion senior unsecured revolving credit facility, effectively terming out a portion of short-term bank debt into long-term bond financing.

The notes are governed by covenants that limit mergers, asset sales and the incurrence of liens, with total secured indebtedness generally restricted to 3.5x Adjusted EBITDA as defined in the indenture. These terms are typical for an investment-grade style unsecured bond and help preserve asset coverage for noteholders while allowing flexibility through specified exceptions.

American Tower has redemption flexibility, including make-whole call protection before October 15, 2032 and par calls thereafter, plus a 101% change-of-control repurchase feature. Overall, this transaction adjusts the company’s debt mix and maturity profile, while detailed impacts on leverage and interest expense will depend on the revolver balance and prior pricing.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

AMERICAN TOWER CORP /MA/ false 0001053507 0001053507 2025-12-05 2025-12-05 0001053507 us-gaap:CommonStockMember 2025-12-05 2025-12-05 0001053507 amt:A1950SeniorNotesDue2026Member 2025-12-05 2025-12-05 0001053507 amt:A0450SeniorNotesDue2027Member 2025-12-05 2025-12-05 0001053507 amt:A0400SeniorNotesDue2027Member 2025-12-05 2025-12-05 0001053507 amt:A4125SeniorNotesDue2027Member 2025-12-05 2025-12-05 0001053507 amt:A0500SeniorNotesDue2028Member 2025-12-05 2025-12-05 0001053507 amt:A0875SeniorNotesDue2029Member 2025-12-05 2025-12-05 0001053507 amt:A0950SeniorNotesDue2030Member 2025-12-05 2025-12-05 0001053507 amt:A3.900SeniorNotesDue2030Member 2025-12-05 2025-12-05 0001053507 amt:A4625SeniorNotesDue2031Member 2025-12-05 2025-12-05 0001053507 amt:A1.000SeniorNotesDue2032Member 2025-12-05 2025-12-05 0001053507 amt:A3.625SeniorNotesDue2032Member 2025-12-05 2025-12-05 0001053507 amt:A1250SeniorNotesDue2033Member 2025-12-05 2025-12-05 0001053507 amt:A4.100SeniorNotesDue2034Member 2025-12-05 2025-12-05

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): December 5, 2025

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))

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
1.950% Senior Notes due 2026		AMT 26B		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
4.100% 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 December 5, 2025, American Tower Corporation (the “Company”) completed a registered public offering of $850.0 million aggregate principal amount of its 4.700% senior unsecured notes due 2032 (the “Notes”), which resulted in aggregate net proceeds to the Company of approximately $839.5 million, after deducting commissions and estimated expenses. The Company intends to use the net proceeds to repay existing indebtedness under its $4.0 billion senior unsecured revolving credit facility, as amended and restated in December 2021, as further amended.

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 December 5, 2025 (the “Supplemental Indenture No. 1” 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 Notes will mature on December 15, 2032 and bear interest at a rate of 4.700% per annum. Accrued and unpaid interest on the Notes will be payable in U.S. Dollars semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2026. Interest on the Notes will accrue from December 5, 2025 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 the Notes prior to October 15, 2032, 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 the Notes on or after October 15, 2032, 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. 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. 1, 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. 1, dated as of December 5, 2025, 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: December 5, 2025				By:		/s/ Rodney M. Smith
						Rodney M. Smith
						Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What did American Tower Corporation (AMT) announce in this 8-K?

American Tower Corporation completed a registered public offering of $850.0 million aggregate principal amount of 4.700% senior unsecured notes due 2032 and outlined the key terms of these notes and their governing indenture.

How will American Tower (AMT) use the $839.5 million net proceeds from the notes?

American Tower intends to use the approximately $839.5 million in net proceeds from the 4.700% senior notes due 2032 to repay existing indebtedness under its $4.0 billion senior unsecured revolving credit facility.

What are the main terms of American Tower’s 4.700% senior notes due 2032?

The notes mature on December 15, 2032, bear interest at 4.700% per year, and pay interest in U.S. dollars semi-annually on June 15 and December 15, starting June 15, 2026. Interest is calculated on a 360-day year of twelve 30-day months.

What key covenants apply to the new American Tower 2032 notes?

The indenture limits mergers, consolidations, asset sales and restricts American Tower and its subsidiaries from incurring liens beyond specified levels, generally allowing indebtedness secured by liens only if it does not exceed 3.5x Adjusted EBITDA as defined in the indenture.

Can American Tower redeem the 4.700% notes due 2032 early?

Yes. American Tower may redeem the notes at its option. Before October 15, 2032, redemptions require payment of 100% of principal plus a make-whole premium and accrued interest; on or after that date, the price is 100% of principal plus accrued interest.

What happens to AMT’s notes if there is a Change of Control and Ratings Decline?

If American Tower experiences a Change of Control and Ratings Decline as defined in the indenture, it may be required to repurchase all of the notes at 101% of principal plus accrued and unpaid interest (including additional interest, if any) up to but not including the repurchase date.

What are the main events of default under American Tower’s new notes?

Events of default include a 30-day default in interest payments, a default in principal or premium payments when due, failure to comply with certain covenants for 90 days after notice, and specified bankruptcy or insolvency events involving American Tower or any of its Significant Subsidiaries, which can trigger acceleration of all outstanding notes.