ý
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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¨
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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Delaware
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65-0723837
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(State or other jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Title of each Class
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Name of exchange on which registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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1.375% Senior Notes due 2025
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New York Stock Exchange
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1.950% Senior Notes due 2026
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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Page
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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Page
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ITEM 9A.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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ITEM 16.
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ITEM 1. BUSINESS
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•
|
Long-term tenant leases with contractual rent escalations.
In general, a tenant lease has an initial non-cancellable term of ten years with multiple renewal terms, with provisions that periodically increase the rent due under the lease, typically annually, based on a fixed escalation percentage (averaging approximately
3%
in the United States) or an inflationary index in our international markets, or a combination of both. Based upon foreign currency exchange rates and the tenant leases in place as of
December 31, 2018
, we expect to generate nearly
$35 billion
of non-cancellable tenant lease revenue over future periods, absent the impact of straight-line lease accounting.
|
•
|
Consistent demand for our sites.
As a result of rapidly growing usage of mobile data and other wireless services and the corresponding wireless industry capital spending trends in the markets we serve, we anticipate consistent demand for our communications sites. We believe that our global asset base positions us well to benefit from the increasing proliferation of advanced wireless devices and the increasing usage of high bandwidth applications on those devices. We have the ability to add new tenants and new equipment for existing tenants on our sites, which typically results in incremental revenue and modest incremental costs. Our site portfolio and our established tenant base provide us with a solid platform for new business opportunities, which has historically resulted in consistent and predictable organic revenue growth.
|
•
|
High lease renewal rates.
Our tenants tend to renew leases because suitable alternative sites may not exist or be available and repositioning a site in their network may be expensive and may adversely affect network quality. Historically, churn has averaged approximately 1% to 2% of tenant billings per year. We define churn as tenant billings lost when a tenant cancels or does not renew its lease or, in limited circumstances, when the lease rates on existing leases are reduced. We derive our churn rate for a given year by dividing our tenant billings lost on this basis by our prior-year tenant billings. As discussed in Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview,” we experienced an increase in churn in 2018 due to carrier consolidation-driven churn in India, and we expect this impact to continue in 2019.
|
•
|
High operating margins.
Incremental operating costs associated with adding new tenants to an existing communications site are relatively minimal. Therefore, as tenants are added, the substantial majority of incremental revenue flows through to gross margin and operating profit. In addition, in many of our international markets certain expenses, such as ground rent or power and fuel costs, are reimbursed or shared by our tenant base.
|
•
|
Low maintenance capital expenditures.
On average, we require relatively low amounts of annual capital expenditures to maintain our communications sites.
|
|
2018
|
|
2017
|
|
2016
|
|||
U.S.
|
51
|
%
|
|
55
|
%
|
|
59
|
%
|
Asia
|
21
|
%
|
|
17
|
%
|
|
14
|
%
|
EMEA
|
9
|
%
|
|
9
|
%
|
|
9
|
%
|
Latin America
|
17
|
%
|
|
18
|
%
|
|
17
|
%
|
•
|
U.S.:
AT&T; Verizon Wireless; Sprint; and T-Mobile US accounted for an aggregate of 88% of U.S. property segment revenue.
|
•
|
Asia:
Bharti Airtel Limited (“Airtel”); Tata Teleservices Limited (“Tata Teleservices”); Idea Cellular Limited (“Idea”) and Vodafone India Limited and Vodafone Mobile Services Limited (together, “Vodafone”); and Reliance Jio accounted for an aggregate of 95% of Asia property segment revenue. As discussed in Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview,” we expect that Tata Teleservices will no longer be a top tenant in 2019.
|
•
|
EMEA:
MTN Group Limited and Airtel accounted for an aggregate of 59% of EMEA property segment revenue.
|
•
|
Latin America:
Telefónica S.A.; AT&T; and Telecom Italia accounted for an aggregate of 55% of Latin America property segment revenue.
|
•
|
Managed Networks.
We own and operate DAS networks in the United States and certain international markets. We obtain rights from property owners to install and operate in-building DAS networks, and we grant rights to wireless service providers to attach their equipment to our installations. We also offer a small portfolio of outdoor DAS networks as a complementary shared infrastructure solution for our tenants in the United States and in certain international markets. Typically, we have designed, built and operated our outdoor DAS networks in areas in which zoning restrictions or other barriers may prevent or delay deployment of more traditional wireless communications sites. We also hold lease rights and easement interests on rooftops capable of hosting communications equipment in locations where towers are generally not a viable solution based on area characteristics. In addition, we provide management services to property owners in the United States who elect to retain full rights to their property while simultaneously marketing the rooftop for wireless communications equipment installation. As the demand for advanced wireless services in urban markets evolves, we continue to evaluate a variety of infrastructure solutions, including small cells and other network architectures that may support our tenants’ networks in these areas.
|
•
|
Fiber.
We own and operate fiber in Argentina, Brazil, Mexico and South Africa, which we currently lease to communications and internet service providers and third-party operators to support their telecommunications infrastructure. We expect to continue to evaluate opportunities to invest in and lease these and other similar assets to providers and operators in the future for additional fourth generation (4G) and fifth generation (5G) deployments.
|
•
|
Property Interests
.
We own a portfolio of property interests in the United States under carrier or other third-party communications sites, which provides recurring cash flow under complementary leasing arrangements.
|
•
|
Shared Generators
.
We have contracts with certain of our tenants in the United States pursuant to which we provide access to shared backup power generators.
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•
|
Increase the occupancy of our existing communications real estate portfolio to support global connectivity.
We believe that our highest incremental returns will be achieved by leasing additional space on our existing communications sites. Increasing demand for wireless services in our served markets has resulted in significant capital spending by major wireless carriers and other connectivity providers. As a result, we anticipate consistent demand for our communications sites because they are attractively located and typically have capacity available for additional tenants. In the United States, incremental carrier network activity is being driven primarily by the construction and densification of 4G networks, while in our international markets, carriers are deploying a combination of second generation (2G), third generation (3G) and, more recently, 4G networks, depending on the specific market. We believe that the majority of our towers have capacity for additional tenants and that substantially all of our towers that are currently at or near full structural capacity can be upgraded or augmented to meet future tenant demand with relatively modest capital investment. Therefore, we will continue to target our sales and marketing activities to increase the utilization and return on investment of our existing communications sites.
|
•
|
Invest in and selectively grow our communications real estate portfolio to meet our tenants’ needs.
We seek opportunities to invest in and grow our operations through our capital expenditure program, new site construction and acquisitions. We believe we can achieve attractive risk-adjusted returns by pursuing such investments. In addition, we seek to secure property interests under our communications sites to improve operating margins as we reduce our cash operating expense related to ground leases. A significant portion of our inorganic growth has been focused on properties with lower initial tenancy because we believe that over time we can significantly increase tenancy levels, and therefore, drive strong returns on those assets.
|
•
|
Further improve upon our operational performance and efficiency, including through innovation initiatives.
We continue to seek opportunities to improve our operational performance throughout the organization. This includes investing in our systems and people as we strive to improve efficiency and provide superior service to our tenants. To achieve this, we intend to continue to focus on customer service initiatives, such as reducing cycle times for key functions, including lease processing and tower structural analysis. We are also focused on developing and implementing renewable power solutions across our footprint to reduce our reliance on fossil fuels and help improve the overall efficiency of the communications infrastructure and wireless industries.
|
•
|
Maintain a strong balance sheet.
We remain committed to disciplined financial policies, which we believe result in our ability to maintain a strong balance sheet and will support our overall strategy and focus on asset growth and operational excellence. As a result of these policies, we currently have investment grade credit ratings. We continue to focus on maintaining a robust liquidity position and, as of
December 31, 2018
, had
$4.3 billion
of available liquidity.
|
•
|
Capital expenditure program.
We expect to continue to invest in and expand our existing communications real estate portfolio through our annual capital expenditure program. This includes capital expenditures associated with site maintenance, increasing the capacity of our existing sites and projects such as new site construction, land interest acquisitions and power solutions.
|
•
|
Acquisitions.
We intend to pursue acquisitions of communications sites in our existing or new markets where we can meet or exceed our risk-adjusted return on investment criteria. Our risk-adjusted hurdle rates consider additional factors such as the country and counterparties involved, investment and economic climate, legal and regulatory conditions and industry risk, among others.
|
•
|
Return excess capital to stockholders
. If we have excess capital available after funding (i) our required distributions, (ii) capital expenditures, (iii) the repayment of debt consistent with our financial policies and (iv) anticipated future investments, including acquisition and select innovation opportunities, we will seek to return such excess capital to stockholders, including through our stock repurchase programs.
|
•
|
Country analysis.
Prior to entering a new market, we conduct an extensive review of the country’s historical and projected macroeconomic fundamentals, including inflation and foreign currency exchange rate trends, demographics, capital markets, tax regime and investment alternatives, and the general business, political and legal environments, including property rights and regulatory regime.
|
•
|
Wireless industry analysis.
To confirm the presence of sufficient demand to support an independent tower leasing model, we analyze the competitiveness of the country’s wireless market. This includes an evaluation of the industry’s pricing environment, past and potential consolidation and the stage of its wireless network development. Characteristics that result in an attractive investment opportunity include (i) multiple competitive wireless service providers who are actively seeking to invest in deploying voice and data networks and (ii) ongoing or expected deployment of incremental spectrum from recent or anticipated auctions.
|
•
|
Opportunity and counterparty analysis.
Once an investment opportunity is identified within a geographic area with an attractive wireless industry, we conduct a multifaceted opportunity and counterparty analysis. This includes evaluating (i) the type of transaction, (ii) its ability to meet our risk-adjusted return criteria given the country and the counterparties involved, including the anticipated anchor tenant and (iii) how the transaction fits within our long-term strategic objectives, including future potential investment and expansion within the region.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
increased mergers or consolidations that reduce the number of wireless service providers or use of network sharing among governments or wireless service providers;
|
•
|
zoning, environmental, health, tax or other government regulations or changes in the application and enforcement thereof;
|
•
|
the financial condition of wireless service providers;
|
•
|
governmental licensing of spectrum or restriction or revocation of our tenants’ spectrum licenses;
|
•
|
a decrease in consumer demand for wireless services, including due to general economic conditions or disruption in the financial and credit markets;
|
•
|
the ability and willingness of wireless service providers to maintain or increase capital expenditures on network infrastructure;
|
•
|
delays or changes in the deployment of next generation wireless technologies; and
|
•
|
technological changes.
|
•
|
uncertain, inconsistent or changing laws, regulations, rulings or methodologies impacting our existing and anticipated international operations, fees or other requirements directed specifically at the ownership and operation of communications sites or our international acquisitions, any of which laws, fees or requirements may be applied retroactively or with significant delay, or failure to retain our tax status or to obtain an expected tax status for which we have applied;
|
•
|
expropriation or governmental regulation restricting foreign ownership or requiring reversion or divestiture;
|
•
|
laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital;
|
•
|
changes in a specific country’s or region’s political or economic conditions, including inflation or currency devaluation;
|
•
|
changes to zoning regulations or construction laws, which could be applied retroactively to our existing communications sites;
|
•
|
actions restricting or revoking our tenants’ spectrum licenses or suspending or terminating business under prior licenses;
|
•
|
failure to comply with anti-bribery laws such as the Foreign Corrupt Practices Act or similar local anti-bribery laws, or the Office of Foreign Assets Control requirements;
|
•
|
failure to comply with data privacy laws and other protections of employee health and personal information;
|
•
|
material site issues related to security, fuel availability and reliability of electrical grids;
|
•
|
significant increases in, or implementation of new, license surcharges on our revenue;
|
•
|
loss of key personnel, including expatriates, in markets where talent is difficult or expensive to acquire; and
|
•
|
price-setting or other similar laws or regulations for the sharing of passive infrastructure.
|
•
|
requiring the dedication of a substantial portion of our cash flow from operations to service our debt, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures and REIT distributions;
|
•
|
impairing our ability to meet one or more of the financial ratio covenants contained in our debt agreements or to generate cash sufficient to pay interest or principal due under those agreements, which could result in an acceleration of some or all of our outstanding debt and the loss of the towers securing such debt if a default remains uncured;
|
•
|
limiting our ability to obtain additional debt or equity financing, thereby placing us at a possible competitive disadvantage to less leveraged competitors and competitors that may have better access to capital resources, including with respect to acquiring assets; and
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we compete.
|
•
|
we will not be allowed a deduction for distributions to stockholders in computing our taxable income;
|
•
|
we will be required to pay federal and state income tax on our taxable income at regular corporate income tax rates; and
|
•
|
we will be disqualified from REIT tax treatment for the four taxable years immediately following the year during which we were so disqualified.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Location
|
|
Function
|
|
Size (approximate
square feet)
|
|
Property Interest
|
|
U.S.
|
|
|
|
|
|
|
|
Boston, MA
|
|
Corporate Headquarters
|
|
39,800
|
|
|
Leased
|
Miami, FL
|
|
Latin America Operations Center
|
|
6,300
|
|
|
Leased
|
Atlanta, GA
|
|
Network Operations and Program Management Office Field Personnel
|
|
21,400
|
|
|
Leased
|
Marlborough, MA
|
|
Information Technology Headquarters
|
|
24,000
|
|
|
Leased
|
Woburn, MA
|
|
U.S. Tower Division Headquarters, Accounting, Lease Administration, Site Leasing Management, Broadcast Division and Managed Site Headquarters
|
|
163,200
|
|
|
Owned
|
Cary, NC
|
|
U.S. Tower Division, Network Operations Center and Engineering Services Headquarters
|
|
75,500
|
|
|
Owned and Leased (1)
|
Asia
|
|
|
|
|
|
|
|
Delhi, India
|
|
India Headquarters
|
|
7,200
|
|
|
Leased
|
Gurgaon, India
|
|
India Operations Center
|
|
78,800
|
|
|
Leased
|
Singapore
|
|
Asia Finance and Administration
|
|
90
|
|
|
Leased
|
EMEA
|
|
|
|
|
|
|
|
Malakoff, France
|
|
France Headquarters
|
|
15,400
|
|
|
Leased
|
Ratingen, Germany
|
|
Germany Headquarters
|
|
12,500
|
|
|
Leased (2)
|
Accra, Ghana
|
|
Ghana Headquarters
|
|
18,500
|
|
|
Leased
|
Nairobi, Kenya
|
|
Kenya Headquarters
|
|
9,800
|
|
|
Leased
|
Amsterdam, Netherlands
|
|
American Tower International Headquarters
|
|
2,400
|
|
|
Leased
|
Lagos, Nigeria
|
|
Nigeria Headquarters
|
|
13,400
|
|
|
Leased
|
Johannesburg, South Africa
|
|
South Africa Headquarters
|
|
27,100
|
|
|
Leased (3)
|
Kampala, Uganda
|
|
Uganda Headquarters
|
|
8,800
|
|
|
Leased
|
Latin America
|
|
|
|
|
|
|
|
Buenos Aires, Argentina
|
|
Argentina Headquarters
|
|
24,500
|
|
|
Leased
|
Sao Paulo, Brazil
|
|
Brazil Headquarters
|
|
44,900
|
|
|
Leased
|
Santiago, Chile
|
|
Chile Headquarters
|
|
6,900
|
|
|
Leased
|
Bogota, Colombia
|
|
Colombia Headquarters
|
|
13,800
|
|
|
Leased (4)
|
San Jose, Costa Rica
|
|
Costa Rica Headquarters
|
|
2,400
|
|
|
Leased
|
Mexico City, Mexico
|
|
Mexico Headquarters
|
|
44,900
|
|
|
Leased
|
Asunción, Paraguay
|
|
Paraguay Headquarters
|
|
900
|
|
|
Leased
|
Lima, Peru
|
|
Peru Headquarters
|
|
3,700
|
|
|
Leased
|
(1)
|
The owned Cary facility is approximately 48,300 square feet. Currently, our offices occupy approximately 44,300 square feet. We lease the remaining space to an unaffiliated tenant. In addition, we lease approximately 31,200 square feet of office space in Cary, NC for our U.S. Tower Division, Managed Networks and Innovation function.
|
(2)
|
We lease two office spaces that together occupy an aggregate of approximately 12,500 square feet.
|
(3)
|
We lease two office spaces that together occupy an aggregate of approximately 27,100 square feet.
|
(4)
|
We lease two office spaces that together occupy an aggregate of approximately 13,800 square feet.
|
•
|
A guyed tower includes a series of cables attaching separate levels of the tower to anchor foundations in the ground and can reach heights of up to 2,000 feet. A guyed tower site for a typical broadcast tower can consist of a tract of land of up to 20 acres.
|
•
|
A self-supporting lattice tower typically tapers from the bottom up and usually has three or four legs. A lattice tower can reach heights of up to 1,000 feet. Depending on the height of the tower, a lattice tower site for a typical wireless communications tower can consist of a tract of land of 10,000 square feet for a rural site or fewer than 2,500 square feet for a metropolitan site.
|
•
|
A monopole tower is a tubular structure that is used primarily to address space constraints or aesthetic concerns. Monopoles typically have heights ranging from 50 to 200 feet. A monopole tower site used in metropolitan areas for a typical wireless communications tower can consist of a tract of land of fewer than 2,500 square feet.
|
•
|
Rooftop towers are primarily used in metropolitan areas in our Asia, EMEA and Latin America markets, where locations for traditional tower structures are unavailable. Rooftop towers typically have heights ranging from 10 to 100 feet.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
Cumulative Total Returns
|
||||||||||||||||||||||
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
|
12/17
|
|
12/18
|
||||||||||||
American Tower Corporation
|
|
$
|
100.00
|
|
|
$
|
125.76
|
|
|
$
|
125.76
|
|
|
$
|
139.86
|
|
|
$
|
192.57
|
|
|
$
|
218.22
|
|
S&P 500 Index
|
|
100.00
|
|
|
113.69
|
|
|
115.26
|
|
|
129.05
|
|
|
157.22
|
|
|
150.33
|
|
||||||
Dow Jones U.S. Telecommunications Equipment Index
|
|
100.00
|
|
|
115.21
|
|
|
102.76
|
|
|
122.43
|
|
|
150.65
|
|
|
163.51
|
|
||||||
FTSE Nareit All Equity REITs Index
|
|
100.00
|
|
|
128.03
|
|
|
131.64
|
|
|
143.00
|
|
|
155.41
|
|
|
149.12
|
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share (2)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
|
||||||
|
|
|
|
|
|
|
|
(in millions)
|
||||||
October 1, 2018 - October 31, 2018
|
|
301,946
|
|
|
$
|
144.35
|
|
|
301,946
|
|
|
$
|
112.0
|
|
November 1, 2018 - November 30, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
December 1, 2018 - December 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Total Fourth Quarter
|
|
301,946
|
|
|
$
|
144.35
|
|
|
301,946
|
|
|
$
|
112.0
|
|
(1)
|
Repurchases made pursuant to the 2011 Buyback. Under this program, our management is authorized to purchase shares from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. To facilitate repurchases, we make purchases pursuant to trading plans under Rule 10b5-1 of the Exchange Act, which allows us to repurchase shares during periods when we otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. This program may be discontinued at any time.
|
(2)
|
Average price paid per share is a weighted average calculation using the aggregate price, excluding commissions and fees.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(In millions, except share and per share data)
|
||||||||||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property
|
|
$
|
7,314.7
|
|
|
$
|
6,565.9
|
|
|
$
|
5,713.1
|
|
|
$
|
4,680.4
|
|
|
$
|
4,006.9
|
|
Services
|
|
125.4
|
|
|
98.0
|
|
|
72.6
|
|
|
91.1
|
|
|
93.1
|
|
|||||
Total operating revenues
|
|
7,440.1
|
|
|
6,663.9
|
|
|
5,785.7
|
|
|
4,771.5
|
|
|
4,100.0
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of operations (exclusive of items shown separately below)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property
|
|
2,128.7
|
|
|
2,022.0
|
|
|
1,762.7
|
|
|
1,275.4
|
|
|
1,056.2
|
|
|||||
Services
|
|
49.1
|
|
|
34.6
|
|
|
27.7
|
|
|
33.4
|
|
|
38.1
|
|
|||||
Depreciation, amortization and accretion
|
|
2,110.8
|
|
|
1,715.9
|
|
|
1,525.6
|
|
|
1,285.3
|
|
|
1,003.8
|
|
|||||
Selling, general, administrative and development expense
|
|
733.2
|
|
|
637.0
|
|
|
543.4
|
|
|
497.8
|
|
|
446.5
|
|
|||||
Other operating expenses
|
|
513.3
|
|
|
256.0
|
|
|
73.3
|
|
|
66.8
|
|
|
68.5
|
|
|||||
Total operating expenses
|
|
5,535.1
|
|
|
4,665.5
|
|
|
3,932.7
|
|
|
3,158.7
|
|
|
2,613.1
|
|
|||||
Operating income
|
|
1,905.0
|
|
|
1,998.4
|
|
|
1,853.0
|
|
|
1,612.8
|
|
|
1,486.9
|
|
|||||
Interest (expense) income, TV Azteca, net
|
|
(0.1
|
)
|
|
10.8
|
|
|
10.9
|
|
|
11.2
|
|
|
10.5
|
|
|||||
Interest income
|
|
54.7
|
|
|
35.4
|
|
|
25.6
|
|
|
16.5
|
|
|
14.0
|
|
|||||
Interest expense
|
|
(825.5
|
)
|
|
(749.6
|
)
|
|
(717.1
|
)
|
|
(595.9
|
)
|
|
(580.2
|
)
|
|||||
(Loss) gain on retirement of long-term obligations
|
|
(3.3
|
)
|
|
(70.2
|
)
|
|
1.2
|
|
|
(79.6
|
)
|
|
(3.5
|
)
|
|||||
Other income (expense) (1)
|
|
23.8
|
|
|
31.3
|
|
|
(47.7
|
)
|
|
(135.0
|
)
|
|
(62.0
|
)
|
|||||
Income from continuing operations before income taxes
|
|
1,154.6
|
|
|
1,256.1
|
|
|
1,125.9
|
|
|
830.0
|
|
|
865.7
|
|
|||||
Income tax benefit (provision)
|
|
110.1
|
|
|
(30.7
|
)
|
|
(155.5
|
)
|
|
(158.0
|
)
|
|
(62.5
|
)
|
|||||
Net income
|
|
1,264.7
|
|
|
1,225.4
|
|
|
970.4
|
|
|
672.0
|
|
|
803.2
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
|
(28.3
|
)
|
|
13.5
|
|
|
(14.0
|
)
|
|
13.1
|
|
|
21.7
|
|
|||||
Net income attributable to American Tower Corporation stockholders
|
|
1,236.4
|
|
|
1,238.9
|
|
|
956.4
|
|
|
685.1
|
|
|
824.9
|
|
|||||
Dividends on preferred stock
|
|
(9.4
|
)
|
|
(87.4
|
)
|
|
(107.1
|
)
|
|
(90.2
|
)
|
|
(23.9
|
)
|
|||||
Net income attributable to American Tower Corporation common stockholders
|
|
$
|
1,227.0
|
|
|
$
|
1,151.5
|
|
|
$
|
849.3
|
|
|
$
|
594.9
|
|
|
$
|
801.0
|
|
Net income per common share amounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income attributable to American Tower Corporation common stockholders
|
|
$
|
2.79
|
|
|
$
|
2.69
|
|
|
$
|
2.00
|
|
|
$
|
1.42
|
|
|
$
|
2.02
|
|
Diluted net income attributable to American Tower Corporation common stockholders
|
|
$
|
2.77
|
|
|
$
|
2.67
|
|
|
$
|
1.98
|
|
|
$
|
1.41
|
|
|
$
|
2.00
|
|
Weighted average common shares outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
439,606
|
|
|
428,181
|
|
|
425,143
|
|
|
418,907
|
|
|
395,958
|
|
|||||
Diluted
|
|
442,960
|
|
|
431,688
|
|
|
429,283
|
|
|
423,015
|
|
|
400,086
|
|
|||||
Distribution declared per common share
|
|
$
|
3.15
|
|
|
$
|
2.62
|
|
|
$
|
2.17
|
|
|
$
|
1.81
|
|
|
$
|
1.40
|
|
Distribution declared per preferred share, Series A
|
|
$
|
—
|
|
|
$
|
2.63
|
|
|
$
|
5.25
|
|
|
$
|
3.94
|
|
|
$
|
3.98
|
|
Distribution declared per preferred share, Series B
|
|
$
|
13.75
|
|
|
$
|
55.00
|
|
|
$
|
55.00
|
|
|
$
|
38.65
|
|
|
$
|
—
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014 (2)
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
||||||||||||||||||
Cash and cash equivalents (including restricted cash) (3)
|
|
$
|
1,304.9
|
|
|
$
|
954.9
|
|
|
$
|
936.5
|
|
|
$
|
462.9
|
|
|
$
|
473.7
|
|
Property and equipment, net
|
|
11,247.1
|
|
|
11,101.0
|
|
|
10,517.3
|
|
|
9,866.4
|
|
|
7,590.1
|
|
|||||
Total assets
|
|
33,010.4
|
|
|
33,214.3
|
|
|
30,879.2
|
|
|
26,904.3
|
|
|
21,263.6
|
|
|||||
Long-term obligations, including current portion
|
|
21,159.9
|
|
|
20,205.1
|
|
|
18,533.5
|
|
|
17,119.0
|
|
|
14,540.3
|
|
|||||
Redeemable noncontrolling interest
|
|
1,004.8
|
|
|
1,126.2
|
|
|
1,091.3
|
|
|
—
|
|
|
—
|
|
|||||
Total American Tower Corporation equity
|
|
5,336.1
|
|
|
6,241.5
|
|
|
6,763.9
|
|
|
6,651.7
|
|
|
3,953.6
|
|
(1)
|
For the years ended December 31,
2018
,
2017
,
2016
,
2015
and
2014
, amount includes foreign currency (losses) gains of
($4.5) million
, $26.4 million, ($48.9) million, ($134.7) million and ($63.2) million, respectively.
|
(2)
|
Balances have been revised to reflect debt issuance cost adjustments and purchase accounting measurement period adjustments for the year ended December 31, 2014.
|
(3)
|
As of December 31,
2018
,
2017
,
2016
,
2015
and
2014
, amount includes
$96.2 million
, $152.8 million, $149.3 million, $142.2 million and $160.2 million, respectively, of restricted funds pledged as collateral to secure obligations and cash, the use of which is otherwise limited by contractual provisions.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Number of
Owned Towers
|
|
Number of
Operated
Towers (1)
|
|
Number of
Owned DAS Sites |
|||
Domestic:
|
|
|
|
|
|
|
|||
United States
|
|
24,454
|
|
|
15,905
|
|
|
398
|
|
Asia:
|
|
|
|
|
|
|
|||
India
|
|
74,804
|
|
|
—
|
|
|
1,068
|
|
EMEA:
|
|
|
|
|
|
|
|||
France
|
|
2,186
|
|
|
309
|
|
|
9
|
|
Germany
|
|
2,208
|
|
|
—
|
|
|
—
|
|
Ghana
|
|
2,279
|
|
|
—
|
|
|
24
|
|
Kenya
|
|
715
|
|
|
|
|
|
|
|
Nigeria
|
|
4,760
|
|
|
—
|
|
|
—
|
|
South Africa (2)
|
|
2,652
|
|
|
—
|
|
|
—
|
|
Uganda
|
|
1,523
|
|
|
—
|
|
|
—
|
|
EMEA total
|
|
16,323
|
|
|
309
|
|
|
33
|
|
Latin America:
|
|
|
|
|
|
|
|||
Argentina (3)
|
|
36
|
|
|
—
|
|
|
4
|
|
Brazil (3)
|
|
16,632
|
|
|
2,257
|
|
|
91
|
|
Chile
|
|
1,298
|
|
|
—
|
|
|
18
|
|
Colombia
|
|
4,943
|
|
|
—
|
|
|
2
|
|
Costa Rica
|
|
553
|
|
|
—
|
|
|
2
|
|
Mexico (4)
|
|
9,047
|
|
|
186
|
|
|
85
|
|
Paraguay
|
|
1,276
|
|
|
—
|
|
|
—
|
|
Peru
|
|
690
|
|
|
272
|
|
|
—
|
|
Latin America total
|
|
34,475
|
|
|
2,715
|
|
|
202
|
|
(1)
|
Approximately 98% of the operated towers are held pursuant to long-term capital leases, including those subject to purchase options.
|
(2)
|
In South Africa, we also own fiber.
|
(3)
|
In Argentina and Brazil, we also own or operate urban telecommunications assets, fiber and the rights to utilize certain existing utility infrastructure for future telecommunications equipment installation.
|
(4)
|
In Mexico, we also own or operate urban telecommunications assets, including fiber, concrete poles and other infrastructure.
|
•
|
Growth in tenant billings, including:
|
•
|
New revenue attributable to leases in place on day one on sites acquired or constructed since the beginning of the prior-year period;
|
•
|
New revenue attributable to leasing additional space on our sites (“colocations”) and lease amendments; and
|
•
|
Contractual rent escalations on existing tenant leases, net of churn.
|
•
|
Revenue growth from other items, including additional tenant payments primarily to cover costs, such as ground rent or power and fuel costs included in certain tenant leases (“pass-through”), straight-line revenue and decommissioning.
|
•
|
In less advanced wireless markets where initial voice and data networks are still being deployed, we expect these deployments to drive demand for our tower space as carriers seek to expand their footprints and increase the scope and density of their networks. We have established operations in many of these markets at the early stages of wireless development, which we believe will enable us to meaningfully participate in these deployments over the long term.
|
•
|
Subscribers’ use of mobile data continues to grow rapidly given increasing smartphone and other advanced device penetration, the proliferation of bandwidth-intensive applications on these devices and the continuing evolution of the mobile ecosystem. We believe carriers will be compelled to deploy additional equipment on existing networks while also rolling out more advanced wireless networks to address coverage and capacity needs resulting from this increasing mobile data usage.
|
•
|
The deployment of advanced mobile technology, such as 4G and 5G, across existing wireless networks will provide higher speed data services and further enable fixed broadband substitution. As a result, we expect that our tenants will continue deploying additional equipment across their existing networks.
|
•
|
Wireless service providers compete based on the quality of their existing networks, which is driven by capacity and coverage. To maintain or improve their network performance as overall network usage increases, our tenants continue deploying additional equipment across their existing sites while also adding new cell sites. We anticipate increasing network densification over the next several years, as existing network infrastructure is anticipated to be insufficient to account for rapidly increasing levels of wireless data usage.
|
•
|
Wireless service providers continue to acquire additional spectrum, and as a result are expected to add additional sites and equipment to their networks as they seek to optimize their network configuration and utilize additional spectrum.
|
•
|
Next generation technologies requiring wireless connectivity have the potential to provide incremental revenue opportunities for us. These technologies may include autonomous vehicle networks and a number of other internet-of-things, or IoT, applications, as well as other potential use cases for wireless services. These technologies may create new and complementary use cases for our communications real estate over time, although these use cases are currently in nascent stages.
|
New Sites (Acquired or Constructed)
|
2018
|
|
2017
|
|
2016
|
|||
U.S.
|
285
|
|
|
635
|
|
|
65
|
|
Asia
|
21,470
|
|
|
1,135
|
|
|
43,865
|
|
EMEA
|
1,055
|
|
|
2,755
|
|
|
665
|
|
Latin America
|
1,655
|
|
|
2,360
|
|
|
715
|
|
|
Year Ended December 31,
|
|
Percent Change 2018 vs 2017
|
|
Percent Change 2017 vs 2016
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
Property
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
3,822.1
|
|
|
$
|
3,605.7
|
|
|
$
|
3,370.1
|
|
|
6
|
%
|
|
7
|
%
|
Asia
|
1,540.5
|
|
|
1,164.4
|
|
|
827.6
|
|
|
32
|
|
|
41
|
|
|||
EMEA
|
687.3
|
|
|
626.2
|
|
|
529.5
|
|
|
10
|
|
|
18
|
|
|||
Latin America
|
1,264.8
|
|
|
1,169.6
|
|
|
985.9
|
|
|
8
|
|
|
19
|
|
|||
Total property
|
7,314.7
|
|
|
6,565.9
|
|
|
5,713.1
|
|
|
11
|
|
|
15
|
|
|||
Services
|
125.4
|
|
|
98.0
|
|
|
72.6
|
|
|
28
|
|
|
35
|
|
|||
Total revenues
|
$
|
7,440.1
|
|
|
$
|
6,663.9
|
|
|
$
|
5,785.7
|
|
|
12
|
%
|
|
15
|
%
|
•
|
Tenant billings growth of $264.0 million, which was driven by:
|
•
|
$188.5 million due to colocations and amendments;
|
•
|
$59.6 million from contractual escalations, net of churn; and
|
•
|
$21.0 million generated from newly acquired or constructed sites;
|
•
|
Partially offset by a decrease of $5.1 million from other tenant billings; and
|
•
|
A decrease of $47.6 million in other revenue, which includes an $81.3 million decrease due to straight-line accounting.
|
•
|
Tenant billings growth of $31.0 million, which was driven by:
|
•
|
$123.7 million generated from newly acquired or constructed sites, including $117.7 million from the transactions with Vodafone (the “Vodafone Acquisition”) and Idea (the “Idea Acquisition”);
|
•
|
$49.5 million due to colocations and amendments; and
|
•
|
$0.6 million from other tenant billings;
|
•
|
Partially offset by a decrease of $142.8 million resulting from churn in excess of contractual escalations, including $128.1 million due to carrier consolidation-driven churn in India;
|
•
|
Pass-through revenue growth of $59.7 million; and
|
•
|
An increase of $349.3 million in other revenue, primarily due to the net impact of our settlement with Tata and a decrease in revenue reserves. The settlement with Tata contributed $333.7 million to other revenue, as a result of the approximately $345.5 million cash settlement payment, partially offset by the net impacts of straight-line accounting and other amounts directly related to the settlement.
|
•
|
Tenant billings growth of $47.1 million, which was driven by:
|
•
|
$17.3 million due to colocations and amendments;
|
•
|
$13.8 million from contractual escalations, net of churn;
|
•
|
$15.0 million generated from newly acquired or constructed sites, primarily due to the full-year impact of the 2017 acquisition of FPS Towers in France through our European joint venture (the “FPS Acquisition”) and the acquisition of communication sites in Kenya (the “Kenya Acquisition”); and
|
•
|
$1.0 million from other tenant billings;
|
•
|
An increase of $15.4 million in other revenue, primarily due to back-billing; and
|
•
|
Pass-through revenue growth of $8.2 million.
|
•
|
Tenant billings growth of $118.2 million, which was driven by:
|
•
|
$48.1 million due to colocations and amendments;
|
•
|
$34.0 million from contractual escalations, net of churn;
|
•
|
$26.1 million generated from newly acquired or constructed sites; and
|
•
|
$10.0 million from other tenant billings;
|
•
|
Pass-through revenue growth of $25.6 million; and
|
•
|
An increase of $49.8 million in other revenue, due in part to $62.6 million from our fiber businesses in Mexico and Brazil and a $6.0 million reduction in revenue reserves from a settlement related to the judicial reorganization of a tenant in Brazil, partially offset by the impact of straight-line accounting.
|
•
|
Tenant billings growth of $206.6 million, which was driven by:
|
•
|
$151.2 million due to colocations and amendments;
|
•
|
$42.9 million from contractual escalations, net of churn;
|
•
|
$11.5 million generated from newly acquired or constructed sites; and
|
•
|
$1.0 million from other tenant billings; and
|
•
|
$29.0 million of other revenue growth, primarily due to a $66.4 million impact of straight-line accounting, partially offset by a $37.4 million net decrease in other revenue, primarily due to the absence of $38.8 million in decommissioning revenue recognized in the prior year.
|
•
|
Tenant billings growth of $192.2 million, which was driven by:
|
•
|
$143.7 million generated from newly acquired sites, due to the Viom Acquisition;
|
•
|
$58.8 million due to colocations and amendments; and
|
•
|
$6.8 million generated from newly constructed sites;
|
•
|
Partially offset by,
|
▪
|
A decrease of $16.8 million from churn in excess of contractual escalations; and
|
▪
|
A decrease of $0.3 million from other tenant billings;
|
•
|
Pass-through revenue growth of $129.3 million, primarily due to the Viom Acquisition; and
|
•
|
A decrease of $20.2 million in other revenue, primarily due to an increase of $13.1 million in revenue reserves.
|
•
|
Tenant billings growth of $99.1 million, which was driven by:
|
•
|
$62.4 million generated from newly acquired or constructed sites, primarily due to the full-year impact of the FPS Acquisition;
|
•
|
$17.9 million due to colocations and amendments;
|
•
|
$17.8 million from contractual escalations, net of churn; and
|
•
|
$1.0 million from other tenant billings;
|
•
|
Pass-through revenue growth of $35.3 million; and
|
•
|
$3.4 million of other revenue growth, primarily attributable to the impact of straight-line accounting.
|
•
|
Tenant billings growth of $92.4 million, which was driven by:
|
•
|
$38.9 million due to colocations and amendments;
|
•
|
$32.7 million from contractual escalations, net of churn;
|
•
|
$18.7 million generated from newly acquired or constructed sites; and
|
•
|
$2.1 million from other tenant billings;
|
•
|
Pass-through revenue growth of $22.2 million; and
|
•
|
$17.6 million of other revenue growth, due in part to $7.1 million from our newly acquired fiber business in Mexico and a $7.0 million reduction in revenue in the prior-year period resulting from a judicial reorganization of a tenant in Brazil, partially offset by the impact of straight-line accounting.
|
|
Year Ended December 31,
|
|
Percent Change 2018 vs 2017
|
|
Percent Change 2017 vs 2016
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
Property
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
3,051.1
|
|
|
$
|
2,859.2
|
|
|
$
|
2,636.7
|
|
|
7
|
%
|
|
8
|
%
|
Asia
|
829.6
|
|
|
515.4
|
|
|
361.7
|
|
|
61
|
|
|
42
|
|
|||
EMEA
|
449.2
|
|
|
387.9
|
|
|
305.8
|
|
|
16
|
|
|
27
|
|
|||
Latin America
|
858.4
|
|
|
794.3
|
|
|
658.8
|
|
|
8
|
|
|
21
|
|
|||
Total property
|
5,188.3
|
|
|
4,556.8
|
|
|
3,963.0
|
|
|
14
|
|
|
15
|
|
|||
Services
|
77.2
|
|
|
64.2
|
|
|
45.6
|
|
|
20
|
%
|
|
41
|
%
|
•
|
The increase in U.S. property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $24.5 million.
|
•
|
The increase in Asia property segment gross margin was primarily attributable to the increase in revenue described above and a benefit of $36.5 million attributable to the impact of foreign currency translation on direct expenses, partially offset by an increase in direct expenses of $98.4 million, primarily due to the Vodafone Acquisition and the Idea Acquisition.
|
•
|
The increase in EMEA property segment gross margin was primarily attributable to the increase in revenue described above and a benefit of $9.4 million attributable to the impact of foreign currency translation on direct expenses,
|
•
|
The increase in Latin America property segment gross margin was primarily attributable to the increase in revenue described above and a benefit of $33.3 million attributable to the impact of foreign currency translation on direct expenses, partially offset by an increase in direct expenses of $53.5 million, primarily due to our fiber businesses in Mexico and Brazil, and a reduction of $10.9 million in interest income related to TV Azteca, S.A. de C.V. (“TV Azteca”).
|
•
|
The increase in services segment gross margin was primarily due to an increase in revenue, as described above, partially offset by an increase in direct expenses of $14.4 million.
|
•
|
The increase in U.S. property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $13.1 million.
|
•
|
The increase in Asia property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $163.1 million, primarily due to the Viom Acquisition. Direct expenses increased by an additional $20.0 million attributable to the impact of foreign currency translation.
|
•
|
The increase in EMEA property segment gross margin was primarily attributable to the increase in revenue described above and a benefit of $35.1 million attributable to the impact of foreign currency translation on direct expenses, partially offset by an increase in direct expenses of $49.7 million, partially due to the FPS Acquisition.
|
•
|
The increase in Latin America property segment gross margin was primarily attributable to the increase in revenue described above, partially offset by an increase in direct expenses of $29.6 million, partially due to our acquisitions of urban telecommunications assets and fiber, in Mexico and Argentina. Direct expenses increased by an additional $18.6 million due to the impact of foreign currency translation.
|
•
|
The increase in services segment gross margin was primarily due to an increase in site acquisition projects.
|
|
Year Ended December 31,
|
|
Percent Change 2018 vs 2017
|
|
Percent Change 2017 vs 2016
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
Property
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
165.2
|
|
|
$
|
151.4
|
|
|
$
|
147.6
|
|
|
9
|
%
|
|
3
|
%
|
Asia
|
110.7
|
|
|
82.4
|
|
|
48.2
|
|
|
34
|
|
|
71
|
|
|||
EMEA
|
69.1
|
|
|
67.9
|
|
|
60.9
|
|
|
2
|
|
|
11
|
|
|||
Latin America
|
83.5
|
|
|
77.5
|
|
|
60.7
|
|
|
8
|
|
|
28
|
|
|||
Total property
|
428.5
|
|
|
379.2
|
|
|
317.4
|
|
|
13
|
|
|
19
|
|
|||
Services
|
14.4
|
|
|
13.7
|
|
|
12.5
|
|
|
5
|
|
|
10
|
|
|||
Other
|
290.3
|
|
|
244.1
|
|
|
213.5
|
|
|
19
|
|
|
14
|
|
|||
Total selling, general, administrative and development expense
|
$
|
733.2
|
|
|
$
|
637.0
|
|
|
$
|
543.4
|
|
|
15
|
%
|
|
17
|
%
|
•
|
The increases in each of our U.S., EMEA and Latin America property segment SG&A were primarily driven by increased personnel costs to support our business, including our acquisitions of urban telecommunications assets in our Latin America property segment.
|
•
|
The increase in our Asia property segment SG&A was primarily driven by an increase in bad debt expense of $25.1 million as a result of receivable reserves with certain tenants.
|
•
|
The increase in our services segment SG&A was primarily attributable to an increase in the allocation of personnel costs to our tower services group.
|
•
|
The increase in other SG&A was primarily attributable to an increase in stock-based compensation expense of $28.6 million, principally due to the acceleration of expense associated with amendments to existing grants, and an increase in corporate SG&A.
|
•
|
The increases in each of our property segments’ SG&A were primarily driven by increased personnel costs to support our business, including additional costs as a result of the Viom Acquisition in our Asia property segment and the FPS Acquisition in our EMEA property segment. The increase in our Asia property segment SG&A was partially driven by an increase in bad debt expense of $24.6 million as a result of aged receivables with certain tenants and the increase in our EMEA property segment SG&A was partially offset by the impact of foreign currency fluctuations and a reduction in bad debt expense of $3.7 million.
|
•
|
The increase in our services segment SG&A was primarily attributable to an increase in personnel costs within our tower services group.
|
•
|
The increase in other SG&A was primarily attributable to an increase in stock-based compensation expense of $18.1 million and an increase in corporate SG&A.
|
|
Year Ended December 31,
|
|
Percent Change 2018 vs 2017
|
|
Percent Change 2017 vs 2016
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
Property
|
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
2,885.9
|
|
|
$
|
2,707.8
|
|
|
$
|
2,489.1
|
|
|
7
|
%
|
|
9
|
%
|
Asia
|
718.9
|
|
|
433.0
|
|
|
313.5
|
|
|
66
|
|
|
38
|
|
|||
EMEA
|
380.1
|
|
|
320.0
|
|
|
244.9
|
|
|
19
|
|
|
31
|
|
|||
Latin America
|
774.9
|
|
|
716.8
|
|
|
598.1
|
|
|
8
|
|
|
20
|
|
|||
Total property
|
4,759.8
|
|
|
4,177.6
|
|
|
3,645.6
|
|
|
14
|
|
|
15
|
|
|||
Services
|
62.8
|
|
|
50.5
|
|
|
33.1
|
|
|
24
|
%
|
|
53
|
%
|
•
|
The increases in operating profit for each of our property segments, as well as our services segment, were primarily attributable to an increase in our segment gross margin, partially offset by increases in our segment SG&A.
|
•
|
The growth in operating profit for each of our property segments was primarily attributable to an increase in our segment gross margin, partially offset by increases in our segment SG&A.
|
•
|
The growth in operating profit for our services segment was primarily attributable to an increase in our segment gross margin, partially offset by an increase in our segment SG&A.
|
|
Year Ended December 31,
|
|
Percent Change 2018 vs 2017
|
|
Percent Change 2017 vs 2016
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
Depreciation, amortization and accretion
|
$
|
2,110.8
|
|
|
$
|
1,715.9
|
|
|
$
|
1,525.6
|
|
|
23
|
%
|
|
12
|
%
|
|
Year Ended December 31,
|
|
Percent Change 2018 vs 2017
|
|
Percent Change 2017 vs 2016
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
Other operating expenses
|
$
|
513.3
|
|
|
$
|
256.0
|
|
|
$
|
73.3
|
|
|
101
|
%
|
|
249
|
%
|
|
Year Ended December 31,
|
|
Percent Change 2018 vs 2017
|
|
Percent Change 2017 vs 2016
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
Total Other expense
|
$
|
750.4
|
|
|
$
|
742.3
|
|
|
$
|
727.1
|
|
|
1
|
%
|
|
2
|
%
|
|
|
Year Ended December 31,
|
|
Percent Change 2018 vs 2017
|
|
Percent Change 2017 vs 2016
|
||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
Income tax (benefit) provision
|
|
$
|
(110.1
|
)
|
|
$
|
30.7
|
|
|
$
|
155.5
|
|
|
(459
|
)%
|
|
(80
|
)%
|
Effective tax rate
|
|
(9.5
|
)%
|
|
2.4
|
%
|
|
13.8
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Percent Change 2018 vs 2017
|
|
Percent Change 2017 vs 2016
|
||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
Net income
|
|
$
|
1,264.7
|
|
|
$
|
1,225.4
|
|
|
$
|
970.4
|
|
|
3
|
%
|
|
26
|
%
|
Income tax (benefit) provision
|
|
(110.1
|
)
|
|
30.7
|
|
|
155.5
|
|
|
(459
|
)
|
|
(80
|
)
|
|||
Other (income) expense
|
|
(23.8
|
)
|
|
(31.3
|
)
|
|
47.7
|
|
|
(24
|
)
|
|
(166
|
)
|
|||
Loss (gain) on retirement of long-term obligations
|
|
3.3
|
|
|
70.2
|
|
|
(1.2
|
)
|
|
(95
|
)
|
|
(5,950
|
)
|
|||
Interest expense
|
|
825.5
|
|
|
749.6
|
|
|
717.1
|
|
|
10
|
|
|
5
|
|
|||
Interest income
|
|
(54.7
|
)
|
|
(35.4
|
)
|
|
(25.6
|
)
|
|
55
|
|
|
38
|
|
|||
Other operating expenses
|
|
513.3
|
|
|
256.0
|
|
|
73.3
|
|
|
101
|
|
|
249
|
|
|||
Depreciation, amortization and accretion
|
|
2,110.8
|
|
|
1,715.9
|
|
|
1,525.6
|
|
|
23
|
|
|
12
|
|
|||
Stock-based compensation expense
|
|
137.5
|
|
|
108.5
|
|
|
89.9
|
|
|
27
|
|
|
21
|
|
|||
Adjusted EBITDA
|
|
$
|
4,666.5
|
|
|
$
|
4,089.6
|
|
|
$
|
3,552.7
|
|
|
14
|
%
|
|
15
|
%
|
|
Year Ended December 31,
|
|
Percent Change 2018 vs 2017
|
|
Percent Change 2017 vs 2016
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
Net income
|
$
|
1,264.7
|
|
|
$
|
1,225.4
|
|
|
$
|
970.4
|
|
|
3
|
%
|
|
26
|
%
|
Real estate related depreciation, amortization and accretion
|
1,915.2
|
|
|
1,516.9
|
|
|
1,358.9
|
|
|
26
|
|
|
12
|
|
|||
Losses from sale or disposal of real estate and real estate related impairment charges (1)
|
479.7
|
|
|
244.4
|
|
|
54.5
|
|
|
96
|
|
|
348
|
|
|||
Dividends on preferred stock
|
(9.4
|
)
|
|
(87.4
|
)
|
|
(107.1
|
)
|
|
(89
|
)
|
|
(18
|
)
|
|||
Dividend to noncontrolling interest
|
(13.8
|
)
|
|
(13.2
|
)
|
|
—
|
|
|
5
|
|
|
100
|
|
|||
Adjustments for unconsolidated affiliates and noncontrolling interests
|
(427.4
|
)
|
|
(189.1
|
)
|
|
(88.2
|
)
|
|
126
|
|
|
114
|
|
|||
Nareit FFO attributable to American Tower Corporation common stockholders
|
$
|
3,209.0
|
|
|
$
|
2,697.0
|
|
|
$
|
2,188.5
|
|
|
19
|
|
|
23
|
|
Straight-line revenue
|
(87.6
|
)
|
|
(194.4
|
)
|
|
(131.7
|
)
|
|
(55
|
)
|
|
48
|
|
|||
Straight-line expense
|
57.9
|
|
|
62.3
|
|
|
67.8
|
|
|
(7
|
)
|
|
(8
|
)
|
|||
Stock-based compensation expense
|
137.5
|
|
|
108.5
|
|
|
89.9
|
|
|
27
|
|
|
21
|
|
|||
Deferred portion of income tax (2)
|
(274.0
|
)
|
|
(105.8
|
)
|
|
59.2
|
|
|
159
|
|
|
(279
|
)
|
|||
Non-real estate related depreciation, amortization and accretion
|
195.6
|
|
|
199.0
|
|
|
166.7
|
|
|
(2
|
)
|
|
19
|
|
|||
Amortization of deferred financing costs, capitalized interest, debt discounts and premiums and long-term deferred interest charges
|
19.0
|
|
|
26.8
|
|
|
23.1
|
|
|
(29
|
)
|
|
16
|
|
|||
Other (income) expense (3)
|
(23.8
|
)
|
|
(31.3
|
)
|
|
47.7
|
|
|
(24
|
)
|
|
(166
|
)
|
|||
Loss (gain) on retirement of long-term obligations
|
3.3
|
|
|
70.2
|
|
|
(1.2
|
)
|
|
(95
|
)
|
|
(5,950
|
)
|
|||
Other operating expenses (4)
|
33.6
|
|
|
11.6
|
|
|
18.8
|
|
|
190
|
|
|
(38
|
)
|
|||
Capital improvement capital expenditures
|
(149.5
|
)
|
|
(114.2
|
)
|
|
(110.2
|
)
|
|
31
|
|
|
4
|
|
|||
Corporate capital expenditures
|
(9.2
|
)
|
|
(17.0
|
)
|
|
(16.4
|
)
|
|
(46
|
)
|
|
4
|
|
|||
Adjustments for unconsolidated affiliates and noncontrolling interests
|
427.4
|
|
|
189.1
|
|
|
88.2
|
|
|
126
|
|
|
114
|
|
|||
Consolidated AFFO
|
$
|
3,539.2
|
|
|
$
|
2,901.8
|
|
|
$
|
2,490.4
|
|
|
22
|
%
|
|
17
|
%
|
Adjustments for unconsolidated affiliates and noncontrolling interests (5)
|
(348.7
|
)
|
|
(147.0
|
)
|
|
(90.2
|
)
|
|
137
|
%
|
|
63
|
%
|
|||
AFFO attributable to American Tower Corporation common stockholders
|
$
|
3,190.5
|
|
|
$
|
2,754.8
|
|
|
$
|
2,400.2
|
|
|
16
|
%
|
|
15
|
%
|
(1)
|
Included in these amounts are impairment charges of
$394.0 million
,
$211.4 million
and
$28.5 million
for the years ended
December 31, 2018
,
2017
and
2016
, respectively.
|
(2)
|
For the year ended December 31, 2018, amount includes a tax benefit primarily attributable to the tax effect of an increase in impairment charges and a one-time benefit for restructuring-related activity in foreign jurisdictions offset by the nonrecurrence of prior-year benefit from a clarification in income tax law in Ghana.
|
(3)
|
Includes losses (gains) on foreign currency exchange rate fluctuations of
$4.5 million
, ($26.4 million) and $48.9 million, respectively.
|
(4)
|
Primarily includes acquisition-related costs and integration costs. For the year ended December 31, 2017, amount also includes refunds for acquisition costs and a charitable contribution.
|
(5)
|
Includes adjustments for the impact on both Nareit FFO attributable to American Tower Corporation common stockholders as well as the other line items included in the calculation of Consolidated AFFO.
|
•
|
A registered public offering of an aggregate of 500.0 million EUR ($589.0 million at the date of issuance) of 1.950% senior unsecured notes due 2026 (the “1.950% Notes”).
|
•
|
Senior unsecured $1.5 billion term loan (the “2018 Term Loan”).
|
•
|
Securitization transactions, including the repayment of the $500.0 million aggregate principal amount outstanding under the Secured Tower Revenue Securities, Series 2013-1A (the “Series 2013-1A Securities”) and the issuance of $500.0 million aggregate principal amount of Secured Tower Revenue Securities, Series 2018-1, Subclass A (the “Series 2018-1A Securities”).
|
•
|
Amendments to our multicurrency senior unsecured revolving credit facility entered into in June 2013, as amended (the “2013 Credit Facility”), our senior unsecured revolving credit facility entered into in January 2012, as amended and restated in September 2014, as further amended (the “2014 Credit Facility”) and our unsecured term loan entered into in October 2013, as amended (the “2013 Term Loan”) to, among other things, extend each of the maturity dates by one year, increase commitments under each of the 2013 Credit Facility and the 2014 Credit Facility by $100.0 million and reduce the Applicable Margins under the 2014 Credit Facility and the 2013 Term Loan (as defined in each of the applicable loan agreements) to conform to the 2013 Credit Facility.
|
Available under the 2013 Credit Facility
|
$
|
975.0
|
|
Available under the 2014 Credit Facility
|
2,100.0
|
|
|
Letters of credit
|
(10.0
|
)
|
|
Total available under credit facilities, net
|
3,065.0
|
|
|
Cash and cash equivalents
|
1,208.7
|
|
|
Total liquidity
|
$
|
4,273.7
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
3,748.3
|
|
|
$
|
2,925.6
|
|
|
$
|
2,701.7
|
|
Investing activities
|
(2,749.5
|
)
|
|
(2,800.9
|
)
|
|
(2,102.3
|
)
|
|||
Financing activities
|
(607.7
|
)
|
|
(113.0
|
)
|
|
(99.3
|
)
|
|||
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash
|
(41.1
|
)
|
|
6.7
|
|
|
(26.5
|
)
|
|||
Net increase in cash and cash equivalents, and restricted cash
|
$
|
350.0
|
|
|
$
|
18.4
|
|
|
$
|
473.6
|
|
•
|
An increase in our operating profit of
$594.5 million
;
|
•
|
An increase of approximately
$77.6 million
in cash paid for interest;
|
•
|
A decrease in cash required for working capital, primarily as a result of accounts receivable collection; and
|
•
|
An increase of approximately
$27.4 million
in cash paid for taxes.
|
•
|
An increase in our operating profit of $549.4 million;
|
•
|
An increase of approximately $67.0 million in cash paid for interest;
|
•
|
An increase of approximately $62.7 million in straight-line revenue; and
|
•
|
An increase of approximately $40.3 million in cash paid for taxes.
|
•
|
We spent approximately
$1.9 billion
for acquisitions, primarily related to the funding of the Idea and Vodafone acquisitions, as well as asset acquisitions in the United States, Kenya and Brazil.
|
•
|
We spent
$937.1 million
for capital expenditures, as follows (in millions):
|
Discretionary capital projects (1)
|
$
|
254.7
|
|
Ground lease purchases
|
162.7
|
|
|
Capital improvements and corporate expenditures (2)
|
158.7
|
|
|
Redevelopment
|
232.4
|
|
|
Start-up capital projects
|
128.6
|
|
|
Total capital expenditures (3)
|
$
|
937.1
|
|
(1)
|
Includes the construction of
2,441
communications sites globally.
|
(2)
|
Includes
$32.0 million
of capital lease payments included in Repayments of notes payable, credit facilities, senior notes, term loan and capital leases in the cash flow from financing activities in our consolidated statements of cash flows.
|
(3)
|
Net of purchase credits of
$8.1 million
on certain assets, which are reported in operating activities in our consolidated statements of cash flows.
|
•
|
We spent approximately $2.0 billion for acquisitions, primarily related to the funding of the FPS Acquisition, as well as tower acquisitions in the United States, and the acquisition of urban telecommunication assets in Mexico.
|
•
|
We spent $824.2 million for capital expenditures, as follows (in millions):
|
Discretionary capital projects (1)
|
$
|
170.0
|
|
Ground lease purchases
|
131.2
|
|
|
Capital improvements and corporate expenditures (2)
|
131.2
|
|
|
Redevelopment
|
204.5
|
|
|
Start-up capital projects
|
187.3
|
|
|
Total capital expenditures
|
$
|
824.2
|
|
(1)
|
Includes the construction of 1,960 communications sites globally.
|
(2)
|
Includes $31.8 million of capital lease payments included in Repayments of notes payable, credit facilities, term loan, senior notes, secured debt and capital leases in the cash flow from financing activities in our consolidated statement of cash flows.
|
(3)
|
Net of purchase credits of $11.2 million on certain assets, which are reported in operating activities in our consolidated statements of cash flows.
|
Discretionary capital projects (1)
|
$
|
265
|
|
to
|
$
|
305
|
|
Ground lease purchases
|
150
|
|
to
|
160
|
|
||
Capital improvements and corporate expenditures
|
160
|
|
to
|
180
|
|
||
Redevelopment
|
255
|
|
to
|
265
|
|
||
Start-up capital projects
|
70
|
|
to
|
90
|
|
||
Total capital expenditures
|
$
|
900
|
|
to
|
$
|
1,000
|
|
(1)
|
Includes the construction of approximately
2,500
to
3,500
communications sites globally.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Proceeds from issuance of senior notes, net
|
$
|
584.9
|
|
|
$
|
2,674.0
|
|
|
$
|
3,236.4
|
|
(Repayments of) proceeds from credit facilities, net
|
(695.9
|
)
|
|
628.6
|
|
|
(1,277.1
|
)
|
|||
Distributions paid on common and preferred stock
|
(1,342.4
|
)
|
|
(1,164.4
|
)
|
|
(993.2
|
)
|
|||
Purchases of common stock
|
(232.8
|
)
|
|
(766.3
|
)
|
|
—
|
|
|||
Repayments of securitized debt
|
(500.0
|
)
|
|
(302.5
|
)
|
|
(161.1
|
)
|
|||
(Distributions to) contributions from noncontrolling interest holders, net (1)
|
(14.4
|
)
|
|
264.3
|
|
|
238.5
|
|
|||
Repayment of senior notes
|
—
|
|
|
(1,300.0
|
)
|
|
—
|
|
|||
Proceeds from (repayments of) term loan
|
1,500.0
|
|
|
—
|
|
|
(1,000.0
|
)
|
|||
Proceeds from issuance of securities in securitization transaction
|
500.0
|
|
|
—
|
|
|
—
|
|
Bank Facility (1)
|
Outstanding Principal Balance
|
Maturity Date
|
|
LIBOR borrowing interest rate range (2)
|
Base rate borrowing interest rate range (2)
|
Current margin over LIBOR and the base rate, respectively
|
||
2013 Credit Facility
|
$
|
1,875.0
|
|
June 28, 2022
|
(3)
|
0.875% - 1.750%
|
0.000% - 0.750%
|
1.125% and 0.125%
|
2014 Credit Facility
|
$
|
—
|
|
January 31, 2024
|
(3)
|
0.875% - 1.750%
|
0.000% - 0.750%
|
1.125% and 0.125%
|
2013 Term Loan
|
$
|
1,000.0
|
|
January 31, 2024
|
|
0.875% - 1.750%
|
0.000% - 0.750%
|
1.125% and 0.125%
|
2018 Term Loan
|
$
|
1,500.0
|
|
March 29, 2019
|
|
0.625% - 1.500%
|
0.000% - 0.500%
|
0.875% and 0.000%
|
(2)
|
Represents interest rate above LIBOR for LIBOR based borrowings and the interest rate above the defined base rate for base rate borrowings, in each case based on our debt ratings.
|
(3)
|
Subject to two optional renewal periods.
|
|
|
Amount Outstanding (INR)
|
|
Amount Outstanding (USD)
|
|
Interest Rate (Range)
|
|
Maturity Date (Range)
|
||||
Term loans (1)
|
|
16,751
|
|
|
$
|
240.1
|
|
|
8.75% - 8.95%
|
|
January 1, 2019 - November 30, 2024
|
|
Working capital facilities
(2)
|
|
—
|
|
|
$
|
—
|
|
|
8.40% - 8.75%
|
|
March 18, 2019 - October 23, 2019
|
(1)
|
In January 2019, we repaid approximately
5.0 billion
INR ($
72.0 million
) of India indebtedness.
|
(2)
|
5.7 billion
INR (
$81.8 million
) of borrowing capacity as of December 31, 2018.
|
Contractual Obligations
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|||||||||||||||
Long-term debt, including current portion:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
American Tower Corporation debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
2018 Term Loan (1)
|
$
|
1,500.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1,500.0
|
|
|
|
2013 Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,875.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1,875.0
|
|
|
|
2013 Term Loan
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000.0
|
|
|
1,000.0
|
|
|
|
2014 Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
3.40% senior notes (2)
|
$
|
1,000.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1,000.0
|
|
|
|
2.800% senior notes
|
$
|
—
|
|
|
$
|
750.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
750.0
|
|
|
|
5.050% senior notes
|
$
|
—
|
|
|
$
|
700.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
700.0
|
|
|
|
3.300% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
750.0
|
|
|
|
3.450% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
650.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
650.0
|
|
|
|
5.900% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
500.0
|
|
|
|
2.250% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
600.0
|
|
|
|
4.70% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
700.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
700.0
|
|
|
|
3.50% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000.0
|
|
|
$
|
—
|
|
|
1,000.0
|
|
|
|
3.000% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
700.0
|
|
|
$
|
—
|
|
|
700.0
|
|
|
|
5.00% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000.0
|
|
|
1,000.0
|
|
|
|
1.375% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
573.3
|
|
|
573.3
|
|
|
|
4.000% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750.0
|
|
|
750.0
|
|
|
|
4.400% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
500.0
|
|
|
|
1.950% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
573.3
|
|
|
573.3
|
|
|
|
3.375% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000.0
|
|
|
1,000.0
|
|
|
|
3.125% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400.0
|
|
|
400.0
|
|
|
|
3.55% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750.0
|
|
|
750.0
|
|
|
|
3.600% senior notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700.0
|
|
|
700.0
|
|
|||||||
Total American Tower Corporation debt
|
2,500.0
|
|
|
1,450.0
|
|
|
1,900.0
|
|
|
3,175.0
|
|
|
1,700.0
|
|
|
7,246.6
|
|
|
17,971.6
|
|
||||||||
|
American Tower subsidiary debt:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Series 2013-2A securities (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,300.0
|
|
|
—
|
|
|
1,300.0
|
|
|||||||
|
Series 2018-1A securities (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500.0
|
|
|
500.0
|
|
|||||||
|
Series 2015-1 notes (4)
|
—
|
|
|
350.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350.0
|
|
|||||||
|
Series 2015-2 notes (5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
525.0
|
|
|
525.0
|
|
|||||||
|
India indebtedness (6)
|
101.9
|
|
|
30.2
|
|
|
30.2
|
|
|
30.2
|
|
|
30.2
|
|
|
17.4
|
|
|
240.1
|
|
|||||||
|
India preference shares (7)
|
23.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.9
|
|
|||||||
|
Shareholder loan (8)
|
59.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59.9
|
|
|||||||
|
Other subsidiary debt (9)
|
38.1
|
|
|
33.2
|
|
|
64.7
|
|
|
17.3
|
|
|
—
|
|
|
—
|
|
|
153.3
|
|
|||||||
Total American Tower subsidiary debt
|
223.8
|
|
|
413.4
|
|
|
94.9
|
|
|
47.5
|
|
|
1,330.2
|
|
|
1,042.4
|
|
|
3,152.2
|
|
||||||||
Long-term obligations, excluding capital leases
|
2,723.8
|
|
|
1,863.4
|
|
|
1,994.9
|
|
|
3,222.5
|
|
|
3,030.2
|
|
|
8,289.0
|
|
|
21,123.8
|
|
||||||||
Cash interest expense
|
702.0
|
|
|
635.0
|
|
|
560.0
|
|
|
434.3
|
|
|
315.8
|
|
|
567.7
|
|
|
3,214.8
|
|
||||||||
Capital lease payments (including interest)
|
40.7
|
|
|
32.7
|
|
|
27.8
|
|
|
23.7
|
|
|
19.2
|
|
|
117.5
|
|
|
261.6
|
|
||||||||
Total debt service obligations
|
3,466.5
|
|
|
2,531.1
|
|
|
2,582.7
|
|
|
3,680.5
|
|
|
3,365.2
|
|
|
8,974.2
|
|
|
24,600.2
|
|
||||||||
Operating lease payments (10)
|
926.0
|
|
|
904.2
|
|
|
879.8
|
|
|
834.2
|
|
|
792.6
|
|
|
6,173.1
|
|
|
10,509.9
|
|
||||||||
Other non-current liabilities (11)(12)
|
7.7
|
|
|
6.1
|
|
|
7.0
|
|
|
39.8
|
|
|
14.6
|
|
|
2,738.5
|
|
|
2,813.7
|
|
||||||||
Total
|
$
|
4,400.2
|
|
|
$
|
3,441.4
|
|
|
$
|
3,469.5
|
|
|
$
|
4,554.5
|
|
|
$
|
4,172.4
|
|
|
$
|
17,885.8
|
|
|
$
|
37,923.8
|
|
(1)
|
Repaid in full on February 14, 2019.
|
(2)
|
Repaid in full on the maturity date in February 2019 with borrowings from the 2013 Credit Facility and the 2014 Credit Facility.
|
(3)
|
Represents anticipated repayment date; final legal maturity is March 15, 2048.
|
(4)
|
Represents anticipated repayment date; final legal maturity is June 15, 2045.
|
(5)
|
Represents anticipated repayment date; final legal maturity is June 15, 2050.
|
(6)
|
Denominated in INR. Debt includes India working capital facilities, remaining debt assumed by us in connection with the Viom Acquisition and debt that has been entered into by ATC TIPL.
|
(7)
|
Mandatorily redeemable preference shares (the “Preference Shares”) classified as debt. The Preference Shares have a dividend rate of 10.25% per annum. Denominated in INR. We intend to redeem these shares on March 2, 2019.
|
(8)
|
Reflects balances owed to our joint venture partner in Ghana. The Ghana loan is denominated in GHS.
|
(9)
|
Includes our South African credit facility, which is denominated in ZAR and amortizes through December 17, 2020, our Colombian credit facility, which is denominated in COP and amortizes through April 24, 2021, our Brazil credit facility, which is denominated in BRL and matures on January 15, 2022, debt entered into by our Kenyan subsidiary in connection with an acquisition of sites in Kenya (the “Kenya Debt”), which is required to be paid either (i) in future installments subject to the satisfaction of specified conditions or (ii)
three
years from the note origination date, and U.S. subsidiary debt related to a seller-financed acquisition.
|
(10)
|
Includes payments under non-cancellable initial terms, as well as payments for certain renewal periods at our option, which we expect to renew because failure to do so could result in a loss of the applicable communications sites and related revenues from tenant leases.
|
(11)
|
Primarily represents our asset retirement obligations and excludes certain other non-current liabilities included in our consolidated balance sheet, primarily our straight-line rent liability for which cash payments are included in operating lease payments and unearned revenue that is not payable in cash.
|
(12)
|
Excludes $85.8 million of liabilities for unrecognized tax positions and $19.1 million of accrued income tax related interest and penalties included in our consolidated balance sheet as we are uncertain as to when and if the amounts may be settled. Settlement of such amounts could require the use of cash flows generated from operations. We expect the unrecognized tax benefits to change over the next 12 months if certain tax matters ultimately settle with the applicable taxing jurisdiction during this timeframe. However, based on the status of these items and the amount of uncertainty associated with the outcome and timing of audit settlements, we are currently unable to estimate the impact of the amount of such changes, if any, to previously recorded uncertain tax positions.
|
|
|
|
|
Compliance Tests For The 12 Months Ended
December 31, 2018
($ in billions)
|
||
|
|
Ratio (1)
|
|
Additional Debt Capacity Under Covenants (2)
|
|
Capacity for Adjusted EBITDA Decrease Under Covenants (3)
|
Consolidated Total Leverage Ratio
|
|
Total Debt to Adjusted EBITDA
≤ 6.00:1.00
|
|
~ $7.6
|
|
~ $1.3
|
Consolidated Senior Secured Leverage Ratio
|
|
Senior Secured Debt to Adjusted EBITDA
≤ 3.00:1.00
|
|
~ $11.2 (4)
|
|
~ $3.7 (4)
|
|
Issuer or Borrower
|
Notes/Securities Issued
|
Conditions Limiting Distributions of Excess Cash
|
Excess Cash Distributed During Year Ended December 31, 2018
|
DSCR as of
December 31, 2018
|
Capacity for Decrease in Net Cash Flow Before Triggering Cash Trap DSCR (1)
|
Capacity for Decrease in Net Cash Flow Before Triggering Minimum DSCR (1)
|
|
Cash Trap DSCR
|
Amortization Period
|
|||||||
|
|
|
|
|
(in millions)
|
|
(in millions)
|
(in millions)
|
2015 Securitization
|
GTP Acquisition Partners
|
American Tower Secured Revenue Notes, Series 2015-1 and Series 2015-2
|
1.30x, Tested Quarterly (2)
|
(3)(4)
|
$197.3
|
8.67x
|
$196.9
|
$200.9
|
Trust Securitizations
|
AMT Asset Subs
|
Secured Tower Revenue Securities, Series 2013-2A, Secured Tower Revenue Securities, Series 2018-1, Subclass A and Secured Tower Revenue Securities, Series 2018-1, Subclass R
|
1.30x, Tested Quarterly (2)
|
(3)(5)
|
$612.9
|
10.65x
|
$558.4
|
$567.4
|
(1)
|
Based on the net cash flow of the applicable issuer or borrower as of
December 31, 2018
and the expenses payable over the next 12 months on the 2015 Notes or the Loan, as applicable.
|
(2)
|
Once triggered, a Cash Trap DSCR condition continues to exist until the DSCR exceeds the Cash Trap DSCR for two consecutive calendar quarters. During a Cash Trap DSCR condition, all cash flow in excess of amounts required to make debt service payments, fund required reserves, pay management fees and budgeted operating expenses and make other payments required under the applicable transaction documents, referred to as excess cash flow, will be deposited into a reserve account (the “Cash Trap Reserve Account”) instead of being released to the applicable issuer or borrower.
|
(3)
|
An amortization period commences if the DSCR is equal to or below 1.15x (the “Minimum DSCR”) at the end of any calendar quarter and continues to exist until the DSCR exceeds the Minimum DSCR for two consecutive calendar quarters.
|
(4)
|
No amortization period is triggered if the outstanding principal amount of a series has not been repaid in full on the applicable anticipated repayment date. However, in such event, additional interest will accrue on the unpaid principal balance of the applicable series, and such series will begin to amortize on a monthly basis from excess cash flow.
|
(5)
|
An amortization period exists if the outstanding principal amount has not been paid in full on the applicable anticipated repayment date and continues to exist until such principal has been repaid in full.
|
•
|
Impairment of Assets—Assets Subject to Depreciation and Amortization
: We review long-lived assets for impairment at least annually or whenever events, changes in circumstances or other indicators or evidence indicate that the carrying amount of our assets may not be recoverable.
|
•
|
Asset Retirement Obligations:
When required, we recognize the fair value of obligations to remove our tower assets and remediate the leased land upon which certain of our tower assets are located. Generally, the associated retirement costs are capitalized as part of the carrying amount of the related tower assets and depreciated over their estimated useful lives and the liability is accreted through the obligation’s estimated settlement date.
|
•
|
Acquisitions
: We evaluate each of our acquisitions under the accounting guidance framework to determine whether to treat an acquisition as an asset acquisition or a business combination. For those transactions treated as asset acquisitions, the purchase price is allocated to the assets acquired, with no recognition of goodwill. For those acquisitions that meet the definition of a business combination, we apply the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition, and the results of operations are included with our results from the dates of the respective acquisitions. Any excess of the purchase price paid over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. We continue to
|
•
|
Revenue Recognition:
Our revenue from leasing arrangements, including fixed escalation clauses present in non-cancellable lease arrangements, is reported on a straight-line basis over the term of the respective leases when collectibility is probable. Escalation clauses tied to the Consumer Price Index or other inflation-based indices, and other incentives present in lease agreements with our tenants are excluded from the straight-line calculation. Total property straight-line revenues for the years ended
December 31, 2018
,
2017
and
2016
were
$87.6 million
, $194.4 million and $131.7 million, respectively. Amounts billed upfront in connection with the execution of lease agreements are initially deferred and reflected in Unearned revenue in the accompanying consolidated balance sheets and recognized as revenue over the terms of the applicable lease arrangements. Amounts billed or received for services prior to being earned are deferred and reflected in Unearned revenue in the accompanying consolidated balance sheets until the criteria for recognition have been met.
|
•
|
Rent Expense:
Many of the leases underlying our tower sites have fixed rent escalations, which provide for periodic increases in the amount of ground rent payable over time. In addition, certain of our tenant leases require us to exercise available renewal options pursuant to the underlying ground lease if the tenant exercises its renewal option. We calculate straight-line ground rent expense for these leases based on the fixed non-cancellable term of the underlying ground lease plus all periods, if any, for which failure to renew the lease imposes an economic penalty to us such that renewal appears to be reasonably assured.
|
•
|
Income Taxes:
Accounting for income taxes requires us to estimate the timing and impact of amounts recorded in our financial statements that may be recognized differently for tax purposes. To the extent that the timing of amounts recognized for financial reporting purposes differs from the timing of recognition for tax reporting purposes, deferred tax assets or liabilities are required to be recorded. Deferred tax assets and liabilities are measured based on the rate at which we expect these items to be reflected in our tax returns, which may differ from the current rate. We do not expect to pay federal income taxes on our REIT taxable income.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Long-Term Debt
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
|
||||||||||||||||
Fixed Rate Debt (a)
|
$
|
1,217.5
|
|
|
$
|
1,851.8
|
|
|
$
|
2,001.9
|
|
|
$
|
1,347.1
|
|
|
$
|
3,043.1
|
|
|
$
|
7,367.7
|
|
|
$
|
16,829.1
|
|
|
$
|
16,604.0
|
|
|
Weighted-Average Interest Rate (a)
|
5.01
|
%
|
|
3.85
|
%
|
|
4.24
|
%
|
|
3.74
|
%
|
|
3.27
|
%
|
|
3.58
|
%
|
|
|
|
|
|
||||||||||
Variable Rate Debt (b)
|
$
|
1,537.5
|
|
|
$
|
32.6
|
|
|
$
|
12.3
|
|
|
$
|
1,891.7
|
|
|
$
|
—
|
|
|
$
|
1,000.0
|
|
|
$
|
4,474.1
|
|
|
$
|
4,466.6
|
|
|
Weighted-Average Interest Rate (b)(c)
|
3.54
|
%
|
|
8.74
|
%
|
|
8.14
|
%
|
|
3.66
|
%
|
|
—
|
%
|
|
3.66
|
%
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest Rate Swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Hedged Variable-Rate Notional Amount
|
$
|
4.6
|
|
|
$
|
6.2
|
|
|
$
|
6.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16.9
|
|
|
$
|
0.3
|
|
(d)
|
Fixed Rate Debt Rate (e)
|
|
|
|
|
|
|
|
|
|
|
|
|
9.74
|
%
|
|
|
|
|||||||||||||||
Hedged Fixed-Rate Notional Amount
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600.0
|
|
|
$
|
500.0
|
|
|
$
|
—
|
|
|
$
|
1,100.0
|
|
|
$
|
33.5
|
|
(f)
|
Variable Rate Debt Rate (g)
|
|
|
|
|
|
|
|
|
|
|
|
|
3.54
|
%
|
|
|
|
(a)
|
Fixed rate debt consisted of: Securities issued in the Trust Securitizations; the 3.40% senior notes due 2019; Securities issued in the 2015 Securitization; the 2.800% senior notes due 2020; the 5.050% senior notes due 2020; the 3.300% senior notes due 2021; the 3.450% senior notes due 2021; the 5.900% senior notes due 2021; the 2.250% senior notes due 2022 (the “2.250% Notes”); the 4.70% senior notes due 2022; the 3.50% senior notes due 2023; the 3.000% Notes; the 5.00% senior notes due 2024; the 1.375% Notes; the 4.000% senior notes due 2025; the 4.400% senior notes due 2026; the 1.950% Notes; the 3.375% senior notes due 2026; the 3.125% senior notes due 2027; the 3.55% Notes; the 3.600% Notes; the Ghana loan which matures December 31, 2019; the India indebtedness, with maturity dates ranging from January 1, 2019 to November 30, 2024; the Kenya Debt; U.S. subsidiary debt related to a seller-financed acquisition; and other debt including capital leases.
|
(b)
|
Variable rate debt consisted of: the 2018 Term Loan, which matures on March 29, 2019; the 2013 Term Loan, which matures on January 31, 2024; the 2013 Credit Facility, which matures on June 28, 2022; the 2014 Credit Facility, which matures on January 31, 2024; the South African credit facility, which amortizes through December 17, 2020; the Colombian credit facility, which amortizes through April 24, 2021; and the Brazil credit facility, which matures on January 15, 2022.
|
(c)
|
Based on rates effective as of
December 31, 2018
.
|
(d)
|
As of
December 31, 2018
, the interest rate swap agreement in Colombia was included in Other non-current liabilities on the consolidated balance sheet.
|
(e)
|
Represents the fixed rate of interest based on contractual notional amount as a percentage of the total notional amount. The interest rate consists of fixed interest of 5.74%, per the interest rate agreement, and a fixed margin of 4.00%, per the loan agreement for the Colombian credit facility.
|
(f)
|
As of
December 31, 2018
, the interest rate swap agreements in the U.S. were included in Other non-current liabilities on the consolidated balance sheet.
|
(g)
|
Represents the weighted average variable rate of interest based on contractual notional amount as a percentage of total notional amounts.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
James D. Taiclet, Jr.
|
|
58
|
|
|
Chairman, President and Chief Executive Officer
|
Thomas A. Bartlett
|
|
60
|
|
|
Executive Vice President and Chief Financial Officer
|
Edmund DiSanto
|
|
66
|
|
|
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
|
William H. Hess
|
|
55
|
|
|
Executive Vice President and Chairman, Latin America and EMEA
|
Robert J. Meyer, Jr.
|
|
55
|
|
|
Senior Vice President, Finance and Corporate Controller
|
Olivier Puech
|
|
51
|
|
|
Executive Vice President and President, Latin America and EMEA
|
Amit Sharma
|
|
68
|
|
|
Executive Vice President and President, Asia
|
Steven O. Vondran
|
|
48
|
|
|
Executive Vice President and President, U.S. Tower Division
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(1
|
)
|
|
Annual Report on Form 10-K (File No. 001-14195) filed on April 2, 2001;
|
|
|
|
|
(2
|
)
|
|
Annual Report on Form 10-K (File No. 001-14195) filed on March 15, 2006;
|
|
|
|
|
(3
|
)
|
|
Tender Offer Statement on Schedule TO (File No. 005-55211) filed on November 29, 2006;
|
|
|
|
|
(4
|
)
|
|
Definitive Proxy Statement on Schedule 14A (File No. 001-14195) filed on March 22, 2007;
|
|
|
|
|
(5
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on August 6, 2008;
|
|
|
|
|
(6
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on March 5, 2009;
|
|
|
|
|
(7
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on May 8, 2009;
|
|
|
|
|
(8
|
)
|
|
Annual Report on Form 10-K (File No. 001-14195) filed on March 1, 2010;
|
|
|
|
|
(9
|
)
|
|
Registration Statement on Form S-3ASR (File No. 333-166805) filed on May 13, 2010;
|
|
|
|
|
(10
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on November 5, 2010;
|
|
|
|
|
(11
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on August 25, 2011;
|
|
|
|
|
(12
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on October 6, 2011;
|
|
|
|
|
(13
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on January 3, 2012;
|
|
|
|
|
(14
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on March 12, 2012;
|
|
|
|
|
(15
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on January 8, 2013;
|
|
|
|
|
(16
|
)
|
|
Annual Report on Form 10-K (File No. 001-14195) filed on February 27, 2013;
|
|
|
|
|
(17
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on May 1, 2013;
|
|
|
|
(18
|
)
|
|
Registration Statement on Form S-3ASR (File No. 333-188812) filed on May 23, 2013;
|
|
|
|
|
(19
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on July 31, 2013;
|
|
|
|
|
(20
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on August 19, 2013;
|
|
|
|
|
(21
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on October 30, 2013;
|
|
|
|
|
(22
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on May 12, 2014;
|
|
|
|
|
(23
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on August 7, 2014;
|
|
|
|
|
(24
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on October 30, 2014;
|
|
|
|
|
(25
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on February 23, 2015;
|
|
|
|
|
(26
|
)
|
|
Annual Report on Form 10-K (File No. 001-14195) filed on February 24, 2015;
|
|
|
|
|
(27
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on March 3, 2015;
|
|
|
|
|
(28
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on April 30, 2015;
|
|
|
|
|
(29
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on May 7, 2015;
|
|
|
|
|
(30
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on July 29, 2015;
|
|
|
|
|
(31
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on January 12, 2016;
|
|
|
|
|
(32
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on February 16, 2016;
|
|
|
|
|
(33
|
)
|
|
Annual Report on Form 10-K (File No. 001-14195) filed on February 26, 2016;
|
|
|
|
|
(34
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on March 9, 2016;
|
|
|
|
|
(35
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on May 13, 2016;
|
|
|
|
|
(36
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on September 30, 2016;
|
|
|
|
|
(37
|
)
|
|
Annual Report on Form 10-K (File No. 001-14195) filed on February 27, 2017;
|
|
|
|
|
(38
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on March 14, 2017;
|
|
|
|
|
(39
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on April 6, 2017;
|
|
|
|
|
(40
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on June 30, 2017;
|
|
|
|
|
(41
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on December 8, 2017;
|
|
|
|
|
(42
|
)
|
|
Annual Report on Form 10-K (File No. 001-14195) filed on February 27, 2018;
|
|
|
|
|
(43
|
)
|
|
Quarterly Report on Form 10-Q (File No. 001-14195) filed on May 2, 2018;
|
|
|
|
|
(44
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on May 22, 2018; and
|
|
|
|
|
(45
|
)
|
|
Current Report on Form 8-K (File No. 001-14195) filed on July 31, 2018.
|
Exhibit No.
|
|
Description of Document
|
|
Exhibit File No.
|
|
|
|
||
2.1
|
|
|
2.1 (11)
|
|
|
|
|
||
3.1
|
|
|
3.1 (13)
|
|
|
|
|
||
3.2
|
|
|
3.2 (13)
|
|
|
|
|
||
3.3
|
|
|
3.1 (32)
|
|
|
|
|
||
4.1
|
|
|
4.3 (9)
|
|
|
|
|
||
4.2
|
|
|
4.12 (18)
|
|
|
|
|
|
|
4.3
|
|
|
4 (10)
|
|
|
|
|
||
4.4
|
|
|
4.1 (12)
|
|
|
|
|
|
|
4.5
|
|
|
4.6 (13)
|
|
|
|
|
||
4.6
|
|
|
4.1 (14)
|
|
|
|
|
||
4.7
|
|
|
4.1 (15)
|
|
|
|
|
||
4.8
|
|
|
4.1 (20)
|
|
|
|
|
|
|
4.9
|
|
|
4.1 (23)
|
|
|
|
|
|
|
4.10
|
|
|
4.1 (29)
|
|
|
|
|
|
|
4.11
|
|
|
4.1 (31)
|
|
|
|
|
|
|
4.12
|
|
|
4.1 (35)
|
|
|
|
|
|
|
4.13
|
|
|
4.1 (36)
|
Exhibit No.
|
|
Description of Document
|
|
Exhibit File No.
|
|
|
|
|
|
4.14
|
|
|
4.1 (39)
|
|
|
|
|
|
|
4.15
|
|
|
4.1 (40)
|
|
|
|
|
|
|
4.16
|
|
|
4.1 (41)
|
|
|
|
|
|
|
4.17
|
|
|
4.1(44)
|
|
|
|
|
|
|
4.18
|
|
|
3.1 (22)
|
|
|
|
|
|
|
4.19
|
|
|
3.1 (27)
|
|
|
|
|
|
|
4.20
|
|
|
4.1 (27)
|
|
|
|
|
|
|
4.21
|
|
|
4.2 (30)
|
|
|
|
|
|
|
4.22
|
|
|
4.3 (30)
|
|
|
|
|
|
|
4.23
|
|
|
4.4 (30)
|
|
|
|
|
|
|
10.1
|
|
|
(d)(1) (3)*
|
|
|
|
|
||
10.2
|
|
|
10.5 (8)
|
|
|
|
|
||
10.3
|
|
|
Annex A (4)*
|
|
|
|
|
||
10.4
|
|
|
10.1 (38)
|
|
|
|
|
|
|
10.5
|
|
|
10.6 (16)*
|
|
|
|
|
||
10.6
|
|
|
10.31 (16)*
|
|
|
|
|
|
|
10.7
|
|
|
10.8 (16)*
|
|
|
|
|
Exhibit No.
|
|
Description of Document
|
|
Exhibit File No.
|
|
|
|
|
|
10.8
|
|
|
10.9 (16)*
|
|
|
|
|
|
|
10.9
|
|
|
10.1 (34)*
|
|
|
|
|
|
|
10.10
|
|
|
Filed herewith as Exhibit 10.10*
|
|
|
|
|
|
|
10.11
|
|
|
Filed herewith as Exhibit 10.11*
|
|
|
|
|
|
|
10.12
|
|
|
10.2 (34)*
|
|
|
|
|
|
|
10.13
|
|
|
10.1 (45)*
|
|
|
|
|
|
|
10.14
|
|
|
Filed herewith as Exhibit 10.14*
|
|
|
|
|
||
10.15
|
|
|
10.10 (2)*
|
|
|
|
|
|
|
10.16
|
|
|
10.1 (5)*
|
|
|
|
|
|
|
10.17
|
|
|
10.2 (43)
|
|
|
|
|
|
|
10.18
|
|
|
10.2 (17)
|
|
|
|
|
|
|
10.19
|
|
|
10.3 (43)
|
|
|
|
|
|
|
10.20
|
|
|
10.4 (43)
|
|
|
|
|
|
|
10.21
|
|
|
2.1 (1)
|
|
|
|
|
|
|
10.22
|
|
|
2.2 (1)
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Document
|
|
Exhibit File No.
|
|
|
|
|
|
10.23
|
|
|
10.2
|
|
|
|
|
|
|
10.24
|
|
|
10.7 (7)**
|
|
|
|
|
|
|
10.25
|
|
|
*
|
|
|
|
|
|
|
10.26
|
|
|
10.4 (6)
|
|
|
|
|
|
|
10.27
|
|
|
10.35 (8)*
|
|
|
|
|
|
|
10.28
|
|
|
10.36 (8)*
|
|
|
|
|
||
10.29
|
|
|
10.2 (38)*
|
|
|
|
|
|
|
10.30
|
|
|
10.5(43)*
|
|
|
|
|
|
|
10.31
|
|
|
Filed herewith as Exhibit 10.31*
|
|
|
|
|
|
|
10.32
|
|
|
Filed herewith as Exhibit 10.32*
|
|
|
|
|
|
|
10.33
|
|
|
10.3 (38)*
|
|
|
|
|
|
|
10.34
|
|
|
10.1 (19)
|
|
|
|
|
|
|
10.35
|
|
|
10.7 (21)
|
|
|
|
|
|
|
10.36
|
|
|
10.8 (21)
|
|
|
|
|
|
|
10.37
|
|
|
10.1 (24)
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Document
|
|
Exhibit File No.
|
|
|
|
|
|
10.38
|
|
|
10.2 (24)
|
|
|
|
|
|
|
10.39
|
|
|
10.3 (24)
|
|
|
|
|
|
|
10.40
|
|
|
10.51 (26)
|
|
|
|
|
|
|
10.41
|
|
|
10.52 (26)
|
|
|
|
|
|
|
10.42
|
|
|
10.53 (26)
|
|
|
|
|
|
|
10.43
|
|
|
10.54 (26)
|
|
|
|
|
|
|
10.44
|
|
|
10.55 (26)
|
|
|
|
|
|
|
10.45
|
|
|
10.56 (26)
|
|
|
|
|
|
|
10.46
|
|
|
10.43 (33)
|
|
|
|
|
|
|
10.47
|
|
|
10.44 (33)
|
|
|
|
|
|
|
10.48
|
|
|
10.45 (33)
|
|
|
|
|
|
|
10.49
|
|
|
10.44 (37)
|
|
|
|
|
|
|
10.50
|
|
|
10.45 (37)
|
|
|
|
|
|
|
10.51
|
|
|
10.46 (37)
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Document
|
|
Exhibit File No.
|
|
|
|
|
|
10.52
|
|
|
10.46(42)
|
|
|
|
|
|
|
10.53
|
|
|
10.47(42)
|
|
|
|
|
|
|
10.54
|
|
|
10.48(42)
|
|
|
|
|
|
|
10.55
|
|
|
10.1(43)
|
|
|
|
|
|
|
10.56
|
|
|
Filed herewith as Exhibit 10.56
|
|
|
|
|
|
|
10.57
|
|
|
Filed herewith as Exhibit 10.57
|
|
|
|
|
|
|
10.58
|
|
|
Filed herewith as Exhibit 10.58
|
|
|
|
|
|
|
10.59
|
|
|
Filed herewith as Exhibit 10.59
|
|
|
|
|
|
|
10.60
|
|
|
10.45 (26)
|
|
|
|
|
|
|
10.61
|
|
|
10.8 (28)
|
|
|
|
|
|
|
10.62
|
|
|
10.9 (28)
|
|
|
|
|
|
|
10.63
|
|
|
10.10 (28)
|
|
|
|
|
|
|
10.64
|
|
|
10.11 (28)
|
|
|
|
|
|
|
10.65
|
|
|
10.52 (33)
|
|
|
|
|
|
|
10.66
|
|
|
10.53 (33)
|
|
|
|
|
|
|
21
|
|
|
Filed herewith as
Exhibit 21
|
*
|
Management contracts and compensatory plans and arrangements required to be filed as exhibits to this Form 10-K pursuant to Item 15(a)(3).
|
**
|
The exhibit has been filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of the exhibit have been omitted and are marked by an asterisk.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
A
MERICAN
T
OWER
C
ORPORATION
|
|||
|
|
|
|
|
|
|
|
By:
|
/
S
/
JAMES D. TAICLET, JR.
|
|
|
|
|
James D. Taiclet, Jr.
Chairman, President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/
S
/
JAMES D. TAICLET, JR.
|
|
Chairman, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 27, 2019
|
James D. Taiclet, Jr.
|
|
|
||
|
|
|
||
/
S
/
THOMAS A. BARTLETT
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 27, 2019
|
Thomas A. Bartlett
|
|
|
||
|
|
|
||
/
S
/
ROBERT J. MEYER, JR
|
|
Senior Vice President, Finance and Corporate Controller (Principal Accounting Officer)
|
|
February 27, 2019
|
Robert J. Meyer, Jr.
|
|
|
||
|
|
|
||
/
S
/
RAYMOND P. DOLAN
|
|
Director
|
|
February 27, 2019
|
Raymond P. Dolan
|
|
|
||
|
|
|
|
|
/
S
/
ROBERT D. HORMATS
|
|
Director
|
|
February 27, 2019
|
Robert D. Hormats
|
|
|
||
|
|
|
||
/
S
/
GUSTAVO LARA CANTU
|
|
Director
|
|
February 27, 2019
|
Gustavo Lara Cantu
|
|
|
||
|
|
|
|
|
/
S
/
GRACE D. LIEBLEIN
|
|
Director
|
|
February 27, 2019
|
Grace D. Lieblein
|
|
|
||
|
|
|
|
|
/
S
/
CRAIG MACNAB
|
|
Director
|
|
February 27, 2019
|
Craig Macnab
|
|
|
||
|
|
|
||
/
S
/
JOANN A. REED
|
|
Director
|
|
February 27, 2019
|
JoAnn A. Reed
|
|
|
||
|
|
|
||
/
S
/
PAMELA D. A. REEVE
|
|
Director
|
|
February 27, 2019
|
Pamela D. A. Reeve
|
|
|
||
|
|
|
||
/
S
/
DAVID E. SHARBUTT
|
|
Director
|
|
February 27, 2019
|
David E. Sharbutt
|
|
|
||
|
|
|
||
/
S
/
SAMME L. THOMPSON
|
|
Director
|
|
February 27, 2019
|
Samme L. Thompson
|
|
|
|
Page
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,208.7
|
|
|
$
|
802.1
|
|
Restricted cash
|
|
96.2
|
|
|
152.8
|
|
||
Short-term investments
|
|
—
|
|
|
1.0
|
|
||
Accounts receivable, net
|
|
459.0
|
|
|
513.6
|
|
||
Prepaid and other current assets
|
|
621.2
|
|
|
568.6
|
|
||
Total current assets
|
|
2,385.1
|
|
|
2,038.1
|
|
||
PROPERTY AND EQUIPMENT, net
|
|
11,247.1
|
|
|
11,101.0
|
|
||
GOODWILL
|
|
5,501.9
|
|
|
5,638.4
|
|
||
OTHER INTANGIBLE ASSETS, net
|
|
11,174.3
|
|
|
11,783.3
|
|
||
DEFERRED TAX ASSET
|
|
157.7
|
|
|
204.4
|
|
||
DEFERRED RENT ASSET
|
|
1,581.7
|
|
|
1,499.0
|
|
||
NOTES RECEIVABLE AND OTHER NON-CURRENT ASSETS
|
|
962.6
|
|
|
950.1
|
|
||
TOTAL
|
|
$
|
33,010.4
|
|
|
$
|
33,214.3
|
|
LIABILITIES
|
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
130.8
|
|
|
$
|
142.9
|
|
Accrued expenses
|
|
948.3
|
|
|
854.3
|
|
||
Distributions payable
|
|
377.4
|
|
|
304.4
|
|
||
Accrued interest
|
|
174.5
|
|
|
166.9
|
|
||
Current portion of long-term obligations
|
|
2,754.8
|
|
|
774.8
|
|
||
Unearned revenue
|
|
304.1
|
|
|
268.8
|
|
||
Total current liabilities
|
|
4,689.9
|
|
|
2,512.1
|
|
||
LONG-TERM OBLIGATIONS
|
|
18,405.1
|
|
|
19,430.3
|
|
||
ASSET RETIREMENT OBLIGATIONS
|
|
1,210.0
|
|
|
1,175.3
|
|
||
DEFERRED TAX LIABILITY
|
|
535.9
|
|
|
898.1
|
|
||
OTHER NON-CURRENT LIABILITIES
|
|
1,265.1
|
|
|
1,244.2
|
|
||
Total liabilities
|
|
26,106.0
|
|
|
25,260.0
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
||
REDEEMABLE NONCONTROLLING INTERESTS
|
|
1,004.8
|
|
|
1,126.2
|
|
||
EQUITY (shares in thousands):
|
|
|
|
|
||||
Preferred stock: $.01 par value; 20,000 shares authorized;
|
|
|
|
|
||||
5.50%, Series B, 1,375 shares issued, 0 and 1,375 shares outstanding; aggregate liquidation value of $0.0 and $1.4, respectively
|
|
—
|
|
|
0.0
|
|
||
Common stock: $.01 par value; 1,000,000 shares authorized; 451,617 and 437,729 shares issued; and 441,060 and 428,820 shares outstanding, respectively
|
|
4.5
|
|
|
4.4
|
|
||
Additional paid-in capital
|
|
10,380.8
|
|
|
10,247.5
|
|
||
Distributions in excess of earnings
|
|
(1,199.5
|
)
|
|
(1,058.1
|
)
|
||
Accumulated other comprehensive loss
|
|
(2,642.9
|
)
|
|
(1,978.3
|
)
|
||
Treasury stock (10,557 and 8,909 shares at cost, respectively)
|
|
(1,206.8
|
)
|
|
(974.0
|
)
|
||
Total American Tower Corporation equity
|
|
5,336.1
|
|
|
6,241.5
|
|
||
Noncontrolling interests
|
|
563.5
|
|
|
586.6
|
|
||
Total equity
|
|
5,899.6
|
|
|
6,828.1
|
|
||
TOTAL
|
|
$
|
33,010.4
|
|
|
$
|
33,214.3
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Property
|
$
|
7,314.7
|
|
|
$
|
6,565.9
|
|
|
$
|
5,713.1
|
|
Services
|
125.4
|
|
|
98.0
|
|
|
72.6
|
|
|||
Total operating revenues
|
7,440.1
|
|
|
6,663.9
|
|
|
5,785.7
|
|
|||
OPERATING EXPENSES:
|
|
|
|
|
|
||||||
Costs of operations (exclusive of items shown separately below):
|
|
|
|
|
|
||||||
Property (including stock-based compensation expense of $2.4, $2.1 and $1.7, respectively)
|
2,128.7
|
|
|
2,022.0
|
|
|
1,762.7
|
|
|||
Services (including stock-based compensation expense of $0.9, $0.8 and $0.7, respectively)
|
49.1
|
|
|
34.6
|
|
|
27.7
|
|
|||
Depreciation, amortization and accretion
|
2,110.8
|
|
|
1,715.9
|
|
|
1,525.6
|
|
|||
Selling, general, administrative and development expense (including stock-based compensation expense of $134.2, $105.6, and $87.5, respectively)
|
733.2
|
|
|
637.0
|
|
|
543.4
|
|
|||
Other operating expenses
|
513.3
|
|
|
256.0
|
|
|
73.3
|
|
|||
Total operating expenses
|
5,535.1
|
|
|
4,665.5
|
|
|
3,932.7
|
|
|||
OPERATING INCOME
|
1,905.0
|
|
|
1,998.4
|
|
|
1,853.0
|
|
|||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
||||||
Interest (expense) income, TV Azteca, each net of interest expense of $1.2
|
(0.1
|
)
|
|
10.8
|
|
|
10.9
|
|
|||
Interest income
|
54.7
|
|
|
35.4
|
|
|
25.6
|
|
|||
Interest expense
|
(825.5
|
)
|
|
(749.6
|
)
|
|
(717.1
|
)
|
|||
(Loss) gain on retirement of long-term obligations
|
(3.3
|
)
|
|
(70.2
|
)
|
|
1.2
|
|
|||
Other income (expense) (including foreign currency (losses) gains of ($4.5), $26.4, and ($48.9), respectively)
|
23.8
|
|
|
31.3
|
|
|
(47.7
|
)
|
|||
Total other expense
|
(750.4
|
)
|
|
(742.3
|
)
|
|
(727.1
|
)
|
|||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
1,154.6
|
|
|
1,256.1
|
|
|
1,125.9
|
|
|||
Income tax benefit (provision)
|
110.1
|
|
|
(30.7
|
)
|
|
(155.5
|
)
|
|||
NET INCOME
|
1,264.7
|
|
|
1,225.4
|
|
|
970.4
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(28.3
|
)
|
|
13.5
|
|
|
(14.0
|
)
|
|||
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION STOCKHOLDERS
|
1,236.4
|
|
|
1,238.9
|
|
|
956.4
|
|
|||
Dividends on preferred stock
|
(9.4
|
)
|
|
(87.4
|
)
|
|
(107.1
|
)
|
|||
NET INCOME ATTRIBUTABLE TO AMERICAN TOWER CORPORATION COMMON STOCKHOLDERS
|
$
|
1,227.0
|
|
|
$
|
1,151.5
|
|
|
$
|
849.3
|
|
NET INCOME PER COMMON SHARE AMOUNTS:
|
|
|
|
|
|
||||||
Basic net income attributable to American Tower Corporation common stockholders
|
$
|
2.79
|
|
|
$
|
2.69
|
|
|
$
|
2.00
|
|
Diluted net income attributable to American Tower Corporation common stockholders
|
$
|
2.77
|
|
|
$
|
2.67
|
|
|
$
|
1.98
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands):
|
|
|
|
|
|
||||||
BASIC
|
439,606
|
|
|
428,181
|
|
|
425,143
|
|
|||
DILUTED
|
442,960
|
|
|
431,688
|
|
|
429,283
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
$
|
1,264.7
|
|
|
$
|
1,225.4
|
|
|
$
|
970.4
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Changes in fair value of cash flow hedges, each net of tax expense of $0
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||
Reclassification of unrealized losses on cash flow hedges to net income, each net of tax expense of $0
|
|
0.3
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|||
Adjustment to redeemable noncontrolling interest
|
|
78.8
|
|
|
—
|
|
|
—
|
|
|||
Purchase of noncontrolling interest
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation adjustments, net of tax (benefit) expense of ($2.6), $1.0, and $3.8, respectively
|
|
(869.3
|
)
|
|
144.4
|
|
|
(202.9
|
)
|
|||
Other comprehensive (loss) income
|
|
(789.8
|
)
|
|
143.9
|
|
|
(203.6
|
)
|
|||
Comprehensive income
|
|
474.9
|
|
|
1,369.3
|
|
|
766.8
|
|
|||
Comprehensive loss (income) attributable to non-controlling interest
|
|
96.9
|
|
|
(109.4
|
)
|
|
18.2
|
|
|||
Comprehensive income attributable to American Tower Corporation stockholders
|
|
$
|
571.8
|
|
|
$
|
1,259.9
|
|
|
$
|
785.0
|
|
|
Preferred Stock - Series A
|
|
Preferred Stock - Series B
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated Other
Comprehensive
Loss
|
|
Distributions
in Excess of
Earnings
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||||||||||||||||||||||||||
|
Issued Shares
|
|
Amount
|
|
Issued Shares
|
|
Amount
|
|
Issued
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||||||
BALANCE, JANUARY 1, 2016
|
6,000
|
|
|
$
|
0.1
|
|
|
1,375
|
|
|
$
|
0.0
|
|
|
426,695
|
|
|
$
|
4.3
|
|
|
(2,810
|
)
|
|
$
|
(207.7
|
)
|
|
$
|
9,690.6
|
|
|
$
|
(1,837.0
|
)
|
|
$
|
(998.5
|
)
|
|
$
|
61.0
|
|
|
$
|
6,712.8
|
|
Stock-based compensation related activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,959
|
|
|
0.0
|
|
|
—
|
|
|
—
|
|
|
155.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155.1
|
|
|||||||||
Issuance of common stock—stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
0.0
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|||||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,171
|
|
|
0.0
|
|
|
—
|
|
|
—
|
|
|
120.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120.8
|
|
|||||||||
Changes in fair value of cash flow hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||||||
Reclassification of unrealized gains on cash flow hedges to net income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(170.7
|
)
|
|
—
|
|
|
(8.7
|
)
|
|
(179.4
|
)
|
|||||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69.5
|
|
|
9.1
|
|
|
—
|
|
|
160.9
|
|
|
239.5
|
|
|||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(1.0
|
)
|
|||||||||
Common stock distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(927.8
|
)
|
|
—
|
|
|
(927.8
|
)
|
|||||||||
Preferred stock dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107.1
|
)
|
|
—
|
|
|
(107.1
|
)
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
956.4
|
|
|
0.1
|
|
|
956.5
|
|
|||||||||
BALANCE, DECEMBER 31, 2016
|
6,000
|
|
|
$
|
0.1
|
|
|
1,375
|
|
|
$
|
0.0
|
|
|
429,913
|
|
|
$
|
4.3
|
|
|
(2,810
|
)
|
|
$
|
(207.7
|
)
|
|
$
|
10,043.5
|
|
|
$
|
(1,999.3
|
)
|
|
$
|
(1,077.0
|
)
|
|
$
|
212.3
|
|
|
$
|
6,976.2
|
|
Stock-based compensation related activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,121
|
|
|
0.0
|
|
|
—
|
|
|
—
|
|
|
195.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195.0
|
|
|||||||||
Issuance of common stock- stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
0.0
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|||||||||
Conversion of preferred stock
|
(6,000
|
)
|
|
(0.1
|
)
|
|
0
|
|
|
0.0
|
|
|
5,602
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
|||||||||
Treasury stock activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,099
|
)
|
|
(766.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(766.3
|
)
|
|||||||||
Changes in fair value of cash flow hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||||||
Reclassification of unrealized gains on cash flow hedges to net income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.5
|
|
|
—
|
|
|
54.6
|
|
|
76.1
|
|
|||||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
314.1
|
|
|
314.1
|
|
|||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.3
|
)
|
|
(14.3
|
)
|
|||||||||
Common stock distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,128.6
|
)
|
|
—
|
|
|
(1,128.6
|
)
|
|||||||||
Preferred stock dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91.4
|
)
|
|
—
|
|
|
(91.4
|
)
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,238.9
|
|
|
19.9
|
|
|
1,258.8
|
|
|||||||||
BALANCE, DECEMBER 31, 2017
|
—
|
|
|
$
|
—
|
|
|
1,375
|
|
|
$
|
0.0
|
|
|
437,729
|
|
|
$
|
4.4
|
|
|
(8,909
|
)
|
|
$
|
(974.0
|
)
|
|
$
|
10,247.5
|
|
|
$
|
(1,978.3
|
)
|
|
$
|
(1,058.1
|
)
|
|
$
|
586.6
|
|
|
$
|
6,828.1
|
|
Stock-based compensation related activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,782
|
|
|
0.0
|
|
|
—
|
|
|
—
|
|
|
190.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190.4
|
|
|||||||||
Issuance of common stock—stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
0.0
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.2
|
|
|||||||||
Conversion of preferred stock
|
—
|
|
|
—
|
|
|
(1,375
|
)
|
|
0.0
|
|
|
12,020
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
|||||||||
Treasury stock activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,648
|
)
|
|
(232.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(232.8
|
)
|
|||||||||
Changes in fair value of cash flow hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||||||
Reclassification of unrealized gains on cash flow hedges to net income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(744.1
|
)
|
|
—
|
|
|
(33.1
|
)
|
|
(777.2
|
)
|
|||||||||
Adjustment to redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.7
|
)
|
|
78.8
|
|
|
—
|
|
|
—
|
|
|
28.1
|
|
|||||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.0
|
)
|
|
(15.0
|
)
|
|||||||||
Purchase of noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(16.5
|
)
|
|
0.5
|
|
|
|
|
(4.5
|
)
|
|
(20.5
|
)
|
||||||||||||
Impact of revenue recognition standard adoption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38.4
|
|
|
—
|
|
|
38.4
|
|
|||||||||
Common stock distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,397.3
|
)
|
|
—
|
|
|
(1,397.3
|
)
|
|||||||||
Preferred stock dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.9
|
)
|
|
—
|
|
|
(18.9
|
)
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,236.4
|
|
|
29.5
|
|
|
1,265.9
|
|
|||||||||
BALANCE, DECEMBER 31, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
451,617
|
|
|
$
|
4.5
|
|
|
(10,557
|
)
|
|
$
|
(1,206.8
|
)
|
|
$
|
10,380.8
|
|
|
$
|
(2,642.9
|
)
|
|
$
|
(1,199.5
|
)
|
|
$
|
563.5
|
|
|
$
|
5,899.6
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,264.7
|
|
|
$
|
1,225.4
|
|
|
$
|
970.4
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
|
2,110.8
|
|
|
1,715.9
|
|
|
1,525.6
|
|
|||
Stock-based compensation expense
|
|
137.5
|
|
|
108.5
|
|
|
89.9
|
|
|||
Loss (gain) on investments, unrealized foreign currency loss and other non-cash expense
|
|
47.3
|
|
|
(18.0
|
)
|
|
127.4
|
|
|||
Impairments, net loss on sale of long-lived assets, non-cash restructuring and merger related expenses
|
|
479.6
|
|
|
242.4
|
|
|
50.7
|
|
|||
Loss (gain) on early retirement of long-term obligations
|
|
3.3
|
|
|
70.2
|
|
|
(1.2
|
)
|
|||
Amortization of deferred financing costs, debt discounts and premiums and other non-cash interest
|
|
22.1
|
|
|
20.0
|
|
|
17.7
|
|
|||
Deferred income taxes
|
|
(303.0
|
)
|
|
(86.6
|
)
|
|
27.0
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(32.1
|
)
|
|
(191.1
|
)
|
|
11.4
|
|
|||
Prepaid and other assets
|
|
(101.7
|
)
|
|
(179.9
|
)
|
|
(80.0
|
)
|
|||
Deferred rent asset
|
|
(87.6
|
)
|
|
(194.4
|
)
|
|
(131.7
|
)
|
|||
Accounts payable and accrued expenses
|
|
69.3
|
|
|
95.8
|
|
|
(42.9
|
)
|
|||
Accrued interest
|
|
8.4
|
|
|
9.2
|
|
|
34.4
|
|
|||
Unearned revenue
|
|
85.8
|
|
|
59.3
|
|
|
16.6
|
|
|||
Deferred rent liability
|
|
57.9
|
|
|
62.3
|
|
|
67.8
|
|
|||
Other non-current liabilities
|
|
(14.0
|
)
|
|
(13.4
|
)
|
|
18.6
|
|
|||
Cash provided by operating activities
|
|
3,748.3
|
|
|
2,925.6
|
|
|
2,701.7
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Payments for purchase of property and equipment and construction activities
|
|
(913.2
|
)
|
|
(803.6
|
)
|
|
(682.5
|
)
|
|||
Payments for acquisitions, net of cash acquired
|
|
(1,881.4
|
)
|
|
(2,007.0
|
)
|
|
(1,411.3
|
)
|
|||
Payment for Verizon transaction
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|||
Proceeds from sales of short-term investments and other non-current assets
|
|
1,252.2
|
|
|
14.7
|
|
|
13.1
|
|
|||
Payments for short-term investments
|
|
(1,154.3
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||
Deposits and other
|
|
(52.8
|
)
|
|
(5.0
|
)
|
|
(16.1
|
)
|
|||
Cash used for investing activities
|
|
(2,749.5
|
)
|
|
(2,800.9
|
)
|
|
(2,102.3
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Borrowings under credit facilities
|
|
3,263.3
|
|
|
5,359.4
|
|
|
2,446.8
|
|
|||
Proceeds from issuance of senior notes, net
|
|
584.9
|
|
|
2,674.0
|
|
|
3,236.4
|
|
|||
Proceeds from term loan
|
|
1,500.0
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of securities in securitization transaction
|
|
500.0
|
|
|
—
|
|
|
—
|
|
|||
Repayments of notes payable, credit facilities, term loan, senior notes, secured debt and capital leases
|
|
(4,884.8
|
)
|
|
(6,484.4
|
)
|
|
(5,093.7
|
)
|
|||
(Distributions to) contributions from noncontrolling interest holders, net
|
|
(14.4
|
)
|
|
264.3
|
|
|
238.5
|
|
|||
Purchases of common stock
|
|
(232.8
|
)
|
|
(766.3
|
)
|
|
—
|
|
|||
Proceeds from stock options and stock purchase plan
|
|
98.9
|
|
|
119.7
|
|
|
92.5
|
|
|||
Distributions paid on common stock
|
|
(1,323.5
|
)
|
|
(1,073.0
|
)
|
|
(886.1
|
)
|
|||
Distributions paid on preferred stock
|
|
(18.9
|
)
|
|
(91.4
|
)
|
|
(107.1
|
)
|
|||
Payment for early retirement of long-term obligations
|
|
(3.3
|
)
|
|
(75.3
|
)
|
|
(0.1
|
)
|
|||
Deferred financing costs and other financing activities
|
|
(56.6
|
)
|
|
(40.0
|
)
|
|
(26.5
|
)
|
|||
Purchase of noncontrolling interest
|
|
(20.5
|
)
|
|
—
|
|
|
—
|
|
|||
Cash used for financing activities
|
|
(607.7
|
)
|
|
(113.0
|
)
|
|
(99.3
|
)
|
|||
Net effect of changes in foreign currency exchange rates on cash and cash equivalents, and restricted cash
|
|
(41.1
|
)
|
|
6.7
|
|
|
(26.5
|
)
|
|||
NET INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH
|
|
350.0
|
|
|
18.4
|
|
|
473.6
|
|
|||
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR
|
|
954.9
|
|
|
936.5
|
|
|
462.9
|
|
|||
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR
|
|
$
|
1,304.9
|
|
|
$
|
954.9
|
|
|
$
|
936.5
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance as of January 1,
|
$
|
131.0
|
|
|
$
|
45.9
|
|
|
$
|
23.1
|
|
Current year increases
|
157.8
|
|
|
87.2
|
|
|
50.0
|
|
|||
Write-offs, recoveries and other (1)
|
(6.4
|
)
|
|
(2.1
|
)
|
|
(27.2
|
)
|
|||
Balance as of December 31,
|
$
|
282.4
|
|
|
$
|
131.0
|
|
|
$
|
45.9
|
|
(1)
|
Recoveries includes recognition of revenue resulting from collections of previously reserved amounts.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign currency losses recorded in AOCL
|
$
|
385.8
|
|
|
$
|
51.6
|
|
|
$
|
105.0
|
|
Foreign currency losses (gains) recorded in Other expense
|
4.5
|
|
|
(26.4
|
)
|
|
48.9
|
|
|||
Net foreign currency losses
|
$
|
390.3
|
|
|
$
|
25.2
|
|
|
$
|
153.9
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents
|
$
|
1,208.7
|
|
|
$
|
802.1
|
|
|
$
|
787.2
|
|
Restricted cash
|
96.2
|
|
|
152.8
|
|
|
149.3
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
1,304.9
|
|
|
$
|
954.9
|
|
|
$
|
936.5
|
|
Year Ended December 31, 2018
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin
America
|
|
Total
|
||||||||||
Power and fuel pass-through revenue
|
|
$
|
—
|
|
|
$
|
450.0
|
|
|
$
|
140.3
|
|
|
$
|
16.8
|
|
|
$
|
607.1
|
|
Other non-lease revenue
|
|
273.2
|
|
|
7.0
|
|
|
1.3
|
|
|
102.1
|
|
|
383.6
|
|
|||||
Total non-lease property revenue
|
|
$
|
273.2
|
|
|
$
|
457.0
|
|
|
$
|
141.6
|
|
|
$
|
118.9
|
|
|
$
|
990.7
|
|
Services revenue
|
|
125.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125.4
|
|
|||||
Total non-lease revenue
|
|
$
|
398.6
|
|
|
$
|
457.0
|
|
|
$
|
141.6
|
|
|
$
|
118.9
|
|
|
$
|
1,116.1
|
|
Property lease revenue
|
|
3,548.9
|
|
|
1,083.5
|
|
|
545.7
|
|
|
1,145.9
|
|
|
6,324.0
|
|
|||||
Total revenue
|
|
$
|
3,947.5
|
|
|
$
|
1,540.5
|
|
|
$
|
687.3
|
|
|
$
|
1,264.8
|
|
|
$
|
7,440.1
|
|
|
|
January 1, 2018
|
|
December 31, 2018
|
||||
Accounts receivable
|
|
$
|
222.2
|
|
|
$
|
260.7
|
|
Prepaids and other current assets
|
|
79.7
|
|
|
103.2
|
|
||
Notes receivable and other non-current assets
|
|
24.2
|
|
|
22.2
|
|
||
Unearned revenue
|
|
26.6
|
|
|
37.6
|
|
||
Other non-current liabilities
|
|
68.5
|
|
|
54.9
|
|
|
2018
|
|
2017
|
||||
Prepaid operating ground leases
|
$
|
165.0
|
|
|
$
|
148.6
|
|
Unbilled receivables
|
126.1
|
|
|
107.9
|
|
||
Prepaid income tax
|
125.1
|
|
|
136.5
|
|
||
Value added tax and other consumption tax receivables
|
86.3
|
|
|
64.2
|
|
||
Prepaid assets
|
40.5
|
|
|
39.6
|
|
||
Other miscellaneous current assets
|
78.2
|
|
|
71.8
|
|
||
Prepaids and other current assets
|
$
|
621.2
|
|
|
$
|
568.6
|
|
|
Estimated
Useful Lives (years) (1)
|
|
2018
|
|
2017
|
||||
Towers
|
Up to 20
|
|
$
|
12,777.9
|
|
|
$
|
12,500.5
|
|
Equipment (2)
|
2 - 20
|
|
1,667.3
|
|
|
1,423.0
|
|
||
Buildings and improvements
|
3 - 32
|
|
628.5
|
|
|
631.4
|
|
||
Land and improvements (3)
|
Up to 20
|
|
2,285.4
|
|
|
2,112.9
|
|
||
Construction-in-progress
|
|
|
358.1
|
|
|
282.1
|
|
||
Total
|
|
|
17,717.2
|
|
|
16,949.9
|
|
||
Less accumulated depreciation
|
|
|
(6,470.1
|
)
|
|
(5,848.9
|
)
|
||
Property and equipment, net
|
|
|
$
|
11,247.1
|
|
|
$
|
11,101.0
|
|
(1)
|
Assets on leased land are depreciated over the shorter of the estimated useful life of the asset or the term of the corresponding ground lease taking into consideration lease renewal options and residual value.
|
(2)
|
Includes fiber and DAS assets.
|
(3)
|
Estimated useful lives apply to improvements only.
|
|
|
Property
|
|
Services
|
|
Total
|
||||||||||||||||||
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin America
|
|
|||||||||||||||
Balance as of January 1, 2017
|
|
$
|
3,379.2
|
|
|
$
|
1,029.3
|
|
|
$
|
150.5
|
|
|
$
|
509.7
|
|
|
$
|
2.0
|
|
|
$
|
5,070.7
|
|
Additions (1)
|
|
—
|
|
|
0.4
|
|
|
220.9
|
|
|
264.8
|
|
|
—
|
|
|
486.1
|
|
||||||
Effect of foreign currency translation
|
|
—
|
|
|
65.3
|
|
|
33.5
|
|
|
(17.2
|
)
|
|
—
|
|
|
81.6
|
|
||||||
Balance as of January 1, 2018
|
|
$
|
3,379.2
|
|
|
$
|
1,095.0
|
|
|
$
|
404.9
|
|
|
$
|
757.3
|
|
|
$
|
2.0
|
|
|
$
|
5,638.4
|
|
Additions (2)
|
|
3.3
|
|
|
44.5
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
48.2
|
|
||||||
Effect of foreign currency translation
|
|
—
|
|
|
(94.0
|
)
|
|
(23.6
|
)
|
|
(67.1
|
)
|
|
—
|
|
|
(184.7
|
)
|
||||||
Balance as of December 31, 2018
|
|
$
|
3,382.5
|
|
|
$
|
1,045.5
|
|
|
$
|
381.3
|
|
|
$
|
690.6
|
|
|
$
|
2.0
|
|
|
$
|
5,501.9
|
|
(1)
|
Additions consist of
$485.1 million
resulting from 2017 acquisitions and
$1.0 million
from revisions to prior-year acquisitions due to measurement period adjustments.
|
(2)
|
Additions consist of
$47.8 million
resulting from 2018 acquisitions and
$0.4 million
from revisions to prior-year acquisitions due to measurement period adjustments.
|
|
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
|||||||||||||||||||||
|
Estimated Useful
Lives
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|||||||||||||
|
(years)
|
|
|
|||||||||||||||||||||||
Acquired network location intangibles (1)
|
Up to 20
|
|
|
$
|
4,780.3
|
|
|
$
|
(1,704.9
|
)
|
|
$
|
3,075.4
|
|
|
$
|
4,858.8
|
|
|
$
|
(1,525.3
|
)
|
|
$
|
3,333.5
|
|
Acquired tenant-related intangibles
|
15-20
|
|
|
11,156.5
|
|
|
(3,147.2
|
)
|
|
8,009.3
|
|
|
11,150.9
|
|
|
(2,754.7
|
)
|
|
8,396.2
|
|
||||||
Acquired licenses and other intangibles
|
3-20
|
|
|
104.1
|
|
|
(14.5
|
)
|
|
89.6
|
|
|
58.8
|
|
|
(8.1
|
)
|
|
50.7
|
|
||||||
Economic Rights, TV Azteca (2)
|
70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.5
|
|
|
(11.6
|
)
|
|
2.9
|
|
||||||
Total other intangible assets
|
|
|
$
|
16,040.9
|
|
|
$
|
(4,866.6
|
)
|
|
$
|
11,174.3
|
|
|
$
|
16,083.0
|
|
|
$
|
(4,299.7
|
)
|
|
$
|
11,783.3
|
|
(1)
|
Acquired network location intangibles are amortized over the shorter of the term of the corresponding ground lease taking into consideration lease renewal options and residual value or up to
20
years, as the Company considers these intangibles to be directly related to the tower assets.
|
(2)
|
As discussed in note 5, in conjunction with the extinguishment of a note from TV Azteca (as defined in note 5), the Company restructured the Economic Rights Agreement (as defined in note 5) and wrote off the corresponding asset. The intangible asset related to the Commercialization Rights (as defined in note 5) agreement with TV Azteca is included in Acquired licenses and other intangibles.
|
|
2018
|
|
2017
|
||||
Long-term prepaid ground rent
|
$
|
607.5
|
|
|
$
|
552.8
|
|
Notes receivable
|
1.0
|
|
|
83.7
|
|
||
Other miscellaneous assets
|
354.1
|
|
|
313.6
|
|
||
Notes receivable and other non-current assets
|
$
|
962.6
|
|
|
$
|
950.1
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
|
||||||
Acquisition and merger related expenses
|
|
$
|
14.1
|
|
|
$
|
16.3
|
|
|
$
|
15.9
|
|
Integration costs
|
|
$
|
16.1
|
|
|
$
|
11.5
|
|
|
$
|
9.9
|
|
|
|
Asia
|
|
EMEA
|
|
|
||||||||||||||
|
|
Idea
|
|
Vodafone (1)
|
|
Kenya (2)
|
|
Other (3)
|
||||||||||||
|
|
Preliminary Allocation
|
|
Updated Allocation
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
$
|
100.7
|
|
|
$
|
82.9
|
|
|
$
|
15.1
|
|
|
$
|
0.1
|
|
|
$
|
3.6
|
|
Non-current assets
|
|
2.6
|
|
|
11.6
|
|
|
5.8
|
|
|
24.7
|
|
|
5.1
|
|
|||||
Property and equipment
|
|
161.2
|
|
|
161.2
|
|
|
194.6
|
|
|
51.2
|
|
|
271.5
|
|
|||||
Intangible assets (4):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tenant-related intangible assets
|
|
321.2
|
|
|
323.4
|
|
|
309.5
|
|
|
106.2
|
|
|
191.5
|
|
|||||
Network location intangible assets
|
|
82.9
|
|
|
83.5
|
|
|
88.5
|
|
|
25.6
|
|
|
91.5
|
|
|||||
Other intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.7
|
|
|||||
Current liabilities
|
|
(52.5
|
)
|
|
(47.4
|
)
|
|
(13.1
|
)
|
|
—
|
|
|
(3.6
|
)
|
|||||
Deferred tax liability
|
|
(20.7
|
)
|
|
(17.7
|
)
|
|
—
|
|
|
(32.2
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
|
(10.5
|
)
|
|
(16.1
|
)
|
|
(12.5
|
)
|
|
(1.5
|
)
|
|
(21.3
|
)
|
|||||
Net assets acquired
|
|
584.9
|
|
|
581.4
|
|
|
587.9
|
|
|
174.1
|
|
|
567.0
|
|
|||||
Goodwill (5)
|
|
50.6
|
|
|
44.5
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|||||
Fair value of net assets acquired
|
|
635.5
|
|
|
625.9
|
|
|
587.9
|
|
|
174.1
|
|
|
570.3
|
|
|||||
Debt assumed
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase price
|
|
$
|
635.5
|
|
|
$
|
625.9
|
|
|
$
|
587.9
|
|
|
$
|
174.1
|
|
|
$
|
570.3
|
|
(1)
|
Includes
$1.3 million
in acquisition and merger related expenses that were capitalized as part of the purchase price.
|
(2)
|
Includes
$1.7 million
in acquisition and merger related expenses that were capitalized as part of the purchase price.
|
(3)
|
Other includes
145
sites in Peru held pursuant to long-term capital leases.
|
(4)
|
Tenant-related intangible assets, network location intangible assets and other intangible assets are amortized on a straight-line basis over periods of up to 20 years.
|
(5)
|
The Company expects the majority of goodwill to be deductible for tax purposes.
|
|
|
Latin America
|
||||||
|
|
Mexico
|
||||||
|
|
Preliminary Allocation (1)
|
|
Final Allocation (2)
|
||||
Current assets
|
|
$
|
44.4
|
|
|
$
|
42.5
|
|
Non-current assets
|
|
—
|
|
|
—
|
|
||
Property and equipment
|
|
94.0
|
|
|
102.2
|
|
||
Intangible assets:
|
|
|
|
|
||||
Tenant-related intangible assets
|
|
153.3
|
|
|
138.0
|
|
||
Network location intangible assets
|
|
—
|
|
|
—
|
|
||
Other intangible assets
|
|
22.0
|
|
|
20.3
|
|
||
Current liabilities
|
|
(28.8
|
)
|
|
(27.2
|
)
|
||
Deferred tax liability
|
|
(38.8
|
)
|
|
(36.2
|
)
|
||
Other non-current liabilities
|
|
(4.5
|
)
|
|
(4.5
|
)
|
||
Net assets acquired
|
|
241.6
|
|
|
235.1
|
|
||
Goodwill (3)
|
|
264.2
|
|
|
264.6
|
|
||
Fair value of net assets acquired
|
|
505.8
|
|
|
499.7
|
|
||
Debt assumed
|
|
—
|
|
|
—
|
|
||
Purchase price
|
|
$
|
505.8
|
|
|
$
|
499.7
|
|
(1)
|
As reported for the year ended December 31, 2017.
|
(2)
|
The allocation of the purchase price for the Mexico acquisition was finalized during the year ended December 31, 2018.
|
(3)
|
Primarily results from purchase accounting adjustments, which are not deductible for tax purposes.
|
|
|
Year Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Pro forma revenues
|
|
$
|
7,610.6
|
|
|
$
|
7,161.0
|
|
Pro forma net income attributable to American Tower Corporation common stockholders
|
|
$
|
1,218.2
|
|
|
$
|
1,127.6
|
|
Pro forma net income per common share amounts:
|
|
|
|
|
||||
Basic net income attributable to American Tower Corporation common stockholders
|
|
$
|
2.77
|
|
|
$
|
2.63
|
|
Diluted net income attributable to American Tower Corporation common stockholders
|
|
$
|
2.75
|
|
|
$
|
2.61
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
|
Maximum
potential value (1)
|
|
Estimated value at
December 31, 2018
|
|
Additions
|
|
Settlements
|
|
Change in Fair Value
|
||||||||||
Ghana
|
|
0.6
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
|||||
South Africa
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
|
(0.5
|
)
|
|||||
United States
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||||
Total
|
|
$
|
0.9
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
(8.7
|
)
|
|
$
|
(0.5
|
)
|
(1)
|
The maximum potential value is based on exchange rates at
December 31, 2018
. The minimum value could be
zero
.
|
|
2018
|
|
2017
|
||||
Accrued property and real estate taxes
|
$
|
169.7
|
|
|
$
|
154.4
|
|
Amounts payable to tenants
|
93.5
|
|
|
60.8
|
|
||
Payroll and related withholdings
|
90.4
|
|
|
82.2
|
|
||
Accrued pass-through costs
|
71.2
|
|
|
59.7
|
|
||
Accrued rent
|
61.4
|
|
|
54.0
|
|
||
Accrued income tax payable
|
57.9
|
|
|
15.3
|
|
||
Accrued construction costs
|
41.5
|
|
|
31.9
|
|
||
Accrued pass-through taxes
|
2.2
|
|
|
25.3
|
|
||
Other accrued expenses
|
360.5
|
|
|
370.7
|
|
||
Accrued expenses
|
$
|
948.3
|
|
|
$
|
854.3
|
|
|
2018
|
|
2017
|
|
Contractual Interest Rate (1)
|
|
Maturity Date (1)
|
|||||
2018 Term Loan (2)(3)
|
$
|
1,499.8
|
|
|
$
|
—
|
|
|
3.405
|
%
|
|
March 29, 2019
|
2013 Credit Facility (2)
|
1,875.0
|
|
|
2,075.6
|
|
|
3.616
|
%
|
|
June 28, 2022
|
||
2013 Term Loan (2)
|
994.8
|
|
|
994.5
|
|
|
3.655
|
%
|
|
January 31, 2024
|
||
2014 Credit Facility (2)
|
—
|
|
|
495.0
|
|
|
3.655
|
%
|
|
January 31, 2024
|
||
3.40% senior notes (4)
|
1,000.0
|
|
|
999.8
|
|
|
3.400
|
%
|
|
February 15, 2019
|
||
2.800% senior notes
|
747.8
|
|
|
746.3
|
|
|
2.800
|
%
|
|
June 1, 2020
|
||
5.050% senior notes
|
698.7
|
|
|
698.0
|
|
|
5.050
|
%
|
|
September 1, 2020
|
||
3.300% senior notes
|
747.2
|
|
|
746.0
|
|
|
3.300
|
%
|
|
February 15, 2021
|
||
3.450% senior notes
|
646.3
|
|
|
645.1
|
|
|
3.450
|
%
|
|
September 15, 2021
|
||
5.900% senior notes
|
498.4
|
|
|
497.8
|
|
|
5.900
|
%
|
|
November 1, 2021
|
||
2.250% senior notes
|
572.7
|
|
|
572.4
|
|
|
2.250
|
%
|
|
January 15, 2022
|
||
4.70% senior notes
|
697.4
|
|
|
696.7
|
|
|
4.700
|
%
|
|
March 15, 2022
|
||
3.50% senior notes
|
992.6
|
|
|
990.9
|
|
|
3.500
|
%
|
|
January 31, 2023
|
||
3.000% senior notes
|
687.5
|
|
|
692.5
|
|
|
3.000
|
%
|
|
June 15, 2023
|
||
5.00% senior notes
|
1,002.1
|
|
|
1,002.4
|
|
|
5.000
|
%
|
|
February 15, 2024
|
||
1.375% senior notes
|
564.0
|
|
|
589.1
|
|
|
1.375
|
%
|
|
April 4, 2025
|
||
4.000% senior notes
|
742.1
|
|
|
741.0
|
|
|
4.000
|
%
|
|
June 1, 2025
|
||
4.400% senior notes
|
496.1
|
|
|
495.6
|
|
|
4.400
|
%
|
|
February 15, 2026
|
||
1.950% senior notes
|
566.0
|
|
|
—
|
|
|
1.950
|
%
|
|
May 22, 2026
|
||
3.375% senior notes
|
986.3
|
|
|
984.8
|
|
|
3.375
|
%
|
|
October 15, 2026
|
||
3.125% senior notes
|
397.3
|
|
|
397.1
|
|
|
3.125
|
%
|
|
January 15, 2027
|
||
3.55% senior notes
|
743.5
|
|
|
742.8
|
|
|
3.550
|
%
|
|
July 15, 2027
|
||
3.600% senior notes
|
691.9
|
|
|
691.1
|
|
|
3.600
|
%
|
|
January 15, 2028
|
||
Total American Tower Corporation debt
|
17,847.5
|
|
|
16,494.5
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Series 2013-1A Securities (5)
|
—
|
|
|
499.8
|
|
|
N/A
|
|
|
N/A
|
||
Series 2013-2A Securities (6)
|
1,293.4
|
|
|
1,291.8
|
|
|
3.070
|
%
|
|
March 15, 2023
|
||
Series 2018-1A Securities (6)
|
493.5
|
|
|
—
|
|
|
3.652
|
%
|
|
March 15, 2028
|
||
Series 2015-1 Notes (7)
|
348.8
|
|
|
348.0
|
|
|
2.350
|
%
|
|
June 15, 2020
|
||
Series 2015-2 Notes (8)
|
520.8
|
|
|
520.1
|
|
|
3.482
|
%
|
|
June 16, 2025
|
||
India indebtedness (9)
|
240.1
|
|
|
512.6
|
|
|
8.40% - 8.95%
|
|
|
Various
|
||
India preference shares (10)
|
23.9
|
|
|
26.1
|
|
|
10.250
|
%
|
|
March 2, 2020
|
||
Shareholder loans (11)
|
59.9
|
|
|
100.6
|
|
|
Various
|
|
|
Various
|
||
Other subsidiary debt (12)
|
152.5
|
|
|
246.1
|
|
|
Various
|
|
|
Various
|
||
Total American Tower subsidiary debt
|
3,132.9
|
|
|
3,545.1
|
|
|
|
|
|
|||
Other debt, including capital lease obligations
|
179.5
|
|
|
165.5
|
|
|
|
|
|
|||
Total
|
21,159.9
|
|
|
20,205.1
|
|
|
|
|
|
|||
Less current portion long-term obligations
|
(2,754.8
|
)
|
|
(774.8
|
)
|
|
|
|
|
|||
Long-term obligations
|
$
|
18,405.1
|
|
|
$
|
19,430.3
|
|
|
|
|
|
(1)
|
Represents the interest rate or maturity date as of December 31, 2018; interest rate does not reflect the impact of interest rate swap agreements.
|
(2)
|
Accrues interest at a variable rate. Interest rates on outstanding balances are calculated using a weighted average.
|
(3)
|
Repaid in full subsequent to December 31, 2018. For more information see note 23.
|
(4)
|
Repaid in full on the maturity date in February 2019 with borrowings from the 2013 Credit Facility and the 2014 Credit Facility (each defined below).
|
(5)
|
Repaid in full on the March 2018 payment date.
|
(6)
|
Maturity date reflects the anticipated repayment date; final legal maturity is March 15, 2048.
|
(7)
|
Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2045.
|
(8)
|
Maturity date reflects the anticipated repayment date; final legal maturity is June 15, 2050.
|
(9)
|
Denominated in INR. Includes India working capital facilities, remaining debt assumed by the Company in connection with the Viom Acquisition (as defined in note 14) and debt that has been entered into by ATC TIPL.
|
(10)
|
Mandatorily redeemable preference shares (the “Preference Shares”) denominated in INR and classified as debt. The Company intends to redeem these shares on March 2, 2019.
|
(11)
|
Reflects balances owed to the Company’s joint venture partners in Ghana and Uganda. The Ghana loan is denominated in Ghanaian Cedi (“GHS”) and the Uganda loan is denominated in Ugandan Shillings (“UGX”). On August 30, 2018, the Company repaid the remaining
127.2 billion
UGX (
$33.8 million
) under the Uganda loan, including principal and accrued unpaid interest. As a result, no amounts were outstanding under the Uganda loan as of December 31, 2018.
|
(12)
|
Includes the BR Towers Debentures (as defined below) and the Brazil Credit Facility (as defined below), which are denominated in BRL and have an original amortization through October 15, 2023 and January 15, 2022, respectively, the South African Credit Facility (as defined below), which is denominated in South African Rand (“ZAR”) and amortizes through December 17, 2020, the Colombian Credit Facility (as defined below), which is denominated in Colombian Pesos (“COP”) and amortizes through April 24, 2021, the Kenya Debt (as defined below), which is denominated in U.S. Dollars (“USD”) and is payable either (i) in future installments subject to the satisfaction of specified conditions or (ii)
three
years from the note origination date, and U.S. subsidiary debt related to a seller-financed acquisition. In October 2018, the Company repaid the BR Towers Debentures in full, including any accrued and unpaid interest.
|
|
Outstanding Principal Balance
|
|
Undrawn letters of credit
|
|
Maturity Date
|
|
Current margin over LIBOR
|
Current commitment fee (1)
|
||||||
2013 Credit Facility
|
$
|
1,875.0
|
|
(2)
|
$
|
3.8
|
|
|
June 28, 2022
|
(3)
|
1.125
|
%
|
0.125
|
%
|
2014 Credit Facility
|
$
|
—
|
|
|
$
|
6.2
|
|
|
January 31, 2024
|
(3)
|
1.125
|
%
|
0.125
|
%
|
2013 Term Loan
|
$
|
1,000.0
|
|
(2)
|
N/A
|
|
|
January 31, 2024
|
|
1.125
|
%
|
N/A
|
|
|
2018 Term Loan
|
$
|
1,500.0
|
|
(2)
|
N/A
|
|
|
March 29, 2019
|
|
0.875
|
%
|
N/A
|
|
|
|
|
Adjustments to Principal Amount (1)
|
|
|
|
|
|
|||||
|
Aggregate Principal Amount
|
|
2018
|
|
2017
|
|
Interest
payments due (2)
|
|
Issue Date
|
Par Call Date (3)
|
|||
3.40% Notes (4)
|
1,000.0
|
|
|
—
|
|
|
(0.2
|
)
|
|
February 15 and August 15
|
|
August 19, 2013
|
N/A
|
2.800% Notes
|
750.0
|
|
|
(2.2
|
)
|
|
(3.7
|
)
|
|
June 1 and December 1
|
|
May 7, 2015
|
May 1, 2020
|
5.050% Notes
|
700.0
|
|
|
(1.3
|
)
|
|
(2.0
|
)
|
|
March 1 and September 1
|
|
August 16, 2010
|
N/A
|
3.300% Notes
|
750.0
|
|
|
(2.8
|
)
|
|
(4.0
|
)
|
|
February 15 and August 15
|
|
January 12, 2016
|
January 15, 2021
|
3.450% Notes
|
650.0
|
|
|
(3.7
|
)
|
|
(4.9
|
)
|
|
March 15 and September 15
|
|
August 7, 2014
|
N/A
|
5.900% Notes
|
500.0
|
|
|
(1.6
|
)
|
|
(2.2
|
)
|
|
May 1 and November 1
|
|
October 6, 2011
|
N/A
|
2.250% Notes (5)
|
600.0
|
|
|
(27.3
|
)
|
|
(27.6
|
)
|
|
January 15 and July 15
|
|
September 30, 2016
|
N/A
|
4.70% Notes
|
700.0
|
|
|
(2.6
|
)
|
|
(3.3
|
)
|
|
March 15 and September 15
|
|
March 12, 2012
|
N/A
|
3.50% Notes
|
1,000.0
|
|
|
(7.4
|
)
|
|
(9.1
|
)
|
|
January 31 and July 31
|
|
January 8, 2013
|
N/A
|
3.000% Notes (6)
|
700.0
|
|
|
(12.5
|
)
|
|
(7.5
|
)
|
|
June 15 and December 15
|
|
December 8, 2017
|
N/A
|
5.00% Notes (4)
|
1,000.0
|
|
|
2.1
|
|
|
2.4
|
|
|
February 15 and August 15
|
|
August 19, 2013
|
N/A
|
1.375% Notes (7)
|
573.3
|
|
|
(9.3
|
)
|
|
(11.1
|
)
|
|
April 4
|
|
April 6, 2017
|
January 4, 2025
|
4.000% Notes
|
750.0
|
|
|
(7.9
|
)
|
|
(9.0
|
)
|
|
June 1 and December 1
|
|
May 7, 2015
|
March 1, 2025
|
4.400% Notes
|
500.0
|
|
|
(3.9
|
)
|
|
(4.4
|
)
|
|
February 15 and August 15
|
|
January 12, 2016
|
November 15, 2025
|
1.950% Notes (7)
|
573.3
|
|
|
(7.3
|
)
|
|
—
|
|
|
May 22
|
|
May 22, 2018
|
February 22, 2026
|
3.375% Notes
|
1,000.0
|
|
|
(13.7
|
)
|
|
(15.2
|
)
|
|
April 15 and October 15
|
|
May 13, 2016
|
July 15, 2026
|
3.125% Notes
|
400.0
|
|
|
(2.7
|
)
|
|
(2.9
|
)
|
|
January 15 and July 15
|
|
September 30, 2016
|
October 15, 2026
|
3.55% Notes
|
750.0
|
|
|
(6.5
|
)
|
|
(7.2
|
)
|
|
January 15 and July 15
|
|
June 30, 2017
|
April 15, 2027
|
3.600% Notes
|
700.0
|
|
|
(8.1
|
)
|
|
(8.9
|
)
|
|
January 15 and July 15
|
|
December 8, 2017
|
October 15, 2027
|
(1)
|
Includes unamortized discounts, premiums and debt issuance costs and fair value adjustments due to interest rate swaps.
|
(2)
|
Interest payments are due semi-annually for each series of senior notes, except for the 1.375% Notes and the 1.950% Notes, for which interest payments are due annually.
|
(3)
|
The Company will not be required to pay a make-whole premium if redeemed on or after the par call date.
|
(4)
|
The original issue date for the
3.40%
Notes and the
5.00%
Notes was August 19, 2013. The issue date for the reopened
3.40%
Notes and the reopened
5.00%
Notes was January 10, 2014. The
3.40%
Notes were repaid on February 15, 2019.
|
(5)
|
Includes
$24.3 million
and
$23.7 million
fair value adjustment due to interest rate swaps in 2018 and 2017, respectively.
|
(6)
|
Includes
$7.0 million
and
$0.8 million
fair value adjustment due to interest rate swaps in 2018 and 2017, respectively.
|
(7)
|
Notes are denominated in EUR.
|
|
|
Amount Outstanding (INR)
|
|
Amount Outstanding (USD)
|
|
Interest Rate (Range)
|
|
Maturity Date (Range)
|
||||
Term loans (1)
|
|
16,751
|
|
|
$
|
240.1
|
|
|
8.75% - 8.95%
|
|
January 1, 2019 - November 30, 2024
|
|
Working capital facilities
(2)
|
|
—
|
|
|
$
|
—
|
|
|
8.40% - 8.75%
|
|
March 18, 2019 - October 23, 2019
|
(1)
|
In January 2019, the Company repaid approximately
5.0 billion
INR ($
72.0 million
) of India indebtedness.
|
(2)
|
5.7 billion
INR (
$81.8 million
) of borrowing capacity as of December 31, 2018.
|
|
|
Carrying Value
(Denominated Currency) (1)
|
|
Carrying Value
(USD) (1)
|
|
Interest Rate
|
|
Maturity Date
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|
|
|
||||||||
South African Credit Facility (2)
|
|
577.4
|
|
|
866.0
|
|
|
$
|
40.2
|
|
|
$
|
69.9
|
|
|
9.10
|
%
|
|
December 17, 2020
|
|
Colombian Credit Facility (3)
|
|
109,193.8
|
|
|
138,740.3
|
|
|
$
|
33.6
|
|
|
$
|
46.5
|
|
|
8.14
|
%
|
|
April 24, 2021
|
|
Brazil Credit Facility (4)
|
|
94.7
|
|
|
122.4
|
|
|
$
|
24.4
|
|
|
$
|
37.0
|
|
|
Various
|
|
|
January 15, 2022
|
|
Kenya Debt (5)
|
|
51.8
|
|
|
$
|
—
|
|
|
$
|
51.8
|
|
|
$
|
—
|
|
|
8.00
|
%
|
|
October 1, 2021
|
U.S. Subsidiary Debt (6)
|
|
2.5
|
|
|
—
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
—
|
%
|
|
January 1, 2022
|
|
BR Towers Debentures (7)
|
|
—
|
|
|
306.8
|
|
|
$
|
—
|
|
|
$
|
92.7
|
|
|
N/A
|
|
|
N/A
|
(1)
|
Includes applicable deferred financing costs.
|
(2)
|
Denominated in ZAR, with an original principal amount of
830.0 million
ZAR. On December 23, 2016, the borrower borrowed an additional
500.0 million
ZAR. Debt accrues interest at a variable rate. The borrower no longer maintains the ability to draw on the South African Credit Facility.
|
(3)
|
Denominated in COP, with an original principal amount of
200.0 billion
COP. Debt accrues interest at a variable rate. The loan agreement for the Colombian Credit Facility requires that the borrower manage exposure to variability in interest rates on certain of the amounts outstanding under the Colombian Credit Facility. The borrower no longer maintains the ability to draw on the Colombian Credit Facility.
|
(4)
|
Denominated in BRL, with an original principal amount of
271.0 million
BRL. Debt accrues interest at a variable rate. The borrower no longer maintains the ability to draw on the Brazil Credit Facility.
|
(5)
|
Denominated in USD, with an original principal amount of
$51.8 million
. The loan agreement for the Kenya Debt requires that the debt be paid either (i) in future installments subject to the satisfaction of specified conditions or (ii)
three
years from the note origination date.
|
(6)
|
Related to a seller-financed acquisition. Denominated in USD with an original principal amount of
$2.5 million
.
|
(7)
|
Denominated in BRL, with an original principal amount of
300.0 million
BRL. Debt accrued interest at a variable rate. In October 2018, the BR Towers Debentures were repaid in full.
|
|
2018
|
|
2017
|
|
Contractual Interest Rate
|
|
Maturity Date
|
|||||
Ghana loan (1)
|
$
|
59.9
|
|
|
$
|
66.5
|
|
|
21.87
|
%
|
|
December 31, 2019
|
Uganda loan (2)
|
$
|
—
|
|
|
34.1
|
|
|
N/A
|
|
|
N/A
|
(1)
|
Denominated in GHS. As of December 31, 2018, the aggregate principal amount outstanding under the Ghana loan was
294.4 million
GHS.
|
(2)
|
Denominated in UGX. On August 30, 2018, the Company repaid the remaining
127.2 billion
UGX ($
33.8 million
) under the Uganda loan, including principal and accrued unpaid interest. As a result, no amounts were outstanding under the Uganda loan as of December 31, 2018.
|
Year Ending December 31,
|
|
||
2019
|
$
|
2,754.8
|
|
2020
|
1,884.4
|
|
|
2021
|
2,014.2
|
|
|
2022
|
3,238.8
|
|
|
2023
|
3,043.1
|
|
|
Thereafter
|
8,367.9
|
|
|
|
|
||
Total cash obligations
|
21,303.2
|
|
|
Unamortized discounts, premiums and debt issuance costs and fair value adjustments, net
|
(143.3
|
)
|
|
|
|
||
Balance as of December 31, 2018
|
$
|
21,159.9
|
|
|
|
|
2018
|
|
2017
|
||||
Deferred rent liability
|
$
|
506.7
|
|
|
$
|
467.0
|
|
Unearned revenue
|
504.6
|
|
|
509.2
|
|
||
Other miscellaneous liabilities
|
253.8
|
|
|
268.0
|
|
||
Other non-current liabilities
|
$
|
1,265.1
|
|
|
$
|
1,244.2
|
|
|
2018
|
|
2017
|
||||
Beginning balance as of January 1,
|
$
|
1,175.3
|
|
|
$
|
965.5
|
|
Additions
|
39.6
|
|
|
33.4
|
|
||
Accretion expense
|
83.6
|
|
|
94.5
|
|
||
Revisions in estimates (1)
|
(81.5
|
)
|
|
86.6
|
|
||
Settlements
|
(7.0
|
)
|
|
(4.7
|
)
|
||
Balance as of December 31,
|
$
|
1,210.0
|
|
|
$
|
1,175.3
|
|
(1)
|
Revisions in estimates include a decrease to the liability of
$49.4 million
and an increase to the liability of
$13.0 million
related to foreign currency translation for the years ended December 31, 2018 and 2017, respectively.
|
|
Level 1
|
Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
|
|
|
|
Level 2
|
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
|
|
|
Level 3
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||
|
|
Fair Value Measurements Using
|
|
Fair Value Measurements Using
|
||||||||||||||||||
|
|
Level 1
|
Level 2
|
|
Level 3
|
|
Level 1
|
Level 2
|
|
Level 3
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term investments (1)
|
|
$
|
—
|
|
—
|
|
|
—
|
|
|
$
|
1.0
|
|
—
|
|
|
—
|
|
||||
Embedded derivative in lease agreement
|
|
—
|
|
—
|
|
|
$
|
11.5
|
|
|
—
|
|
—
|
|
|
$
|
12.4
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap agreements
|
|
—
|
|
$
|
33.8
|
|
|
—
|
|
|
—
|
|
$
|
29.0
|
|
|
—
|
|
||||
Acquisition-related contingent consideration
|
|
—
|
|
—
|
|
|
$
|
0.9
|
|
|
—
|
|
—
|
|
|
$
|
10.1
|
|
||||
Fair value of debt related to interest rate swap agreements
|
|
$
|
(31.3
|
)
|
—
|
|
|
—
|
|
|
$
|
(24.5
|
)
|
—
|
|
|
—
|
|
||||
Redeemable noncontrolling interests
|
|
—
|
|
—
|
|
|
$
|
1,004.8
|
|
|
—
|
|
—
|
|
|
$
|
1,126.2
|
|
(1)
|
Consists of highly liquid investments with original maturities in excess of three months.
|
|
2018
|
|
2017
|
||||
Balance as of January 1
|
$
|
10.1
|
|
|
$
|
15.4
|
|
Additions
|
—
|
|
|
—
|
|
||
Settlements
|
(8.7
|
)
|
|
—
|
|
||
Change in fair value
|
(0.9
|
)
|
|
(6.3
|
)
|
||
Foreign currency translation adjustment
|
0.4
|
|
|
1.0
|
|
||
Balance as of December 31
|
$
|
0.9
|
|
|
$
|
10.1
|
|
|
|
Significant Unobservable Input
|
|
Range
|
|
Embedded derivative in lease agreement
|
|
Discount rate
|
|
10.93% - 13.96%
|
|
Acquisition-related contingent consideration
|
|
Probability of payout
|
|
0.00% - 100.00%
|
|
Redeemable noncontrolling interests
|
|
Revenue growth
|
|
3.16% - 12.87%
|
|
|
|
Long-term growth rate
|
|
4.00
|
%
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(1.4
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(26.5
|
)
|
State
|
(1.8
|
)
|
|
(3.8
|
)
|
|
(2.0
|
)
|
|||
Foreign
|
(189.7
|
)
|
|
(113.4
|
)
|
|
(100.1
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
4.0
|
|
|
0.2
|
|
|
(0.6
|
)
|
|||
State
|
0.7
|
|
|
1.0
|
|
|
(0.3
|
)
|
|||
Foreign
|
298.3
|
|
|
85.4
|
|
|
(26.0
|
)
|
|||
Income tax benefit (provision)
|
$
|
110.1
|
|
|
$
|
(30.7
|
)
|
|
$
|
(155.5
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
$
|
1,212.7
|
|
|
$
|
971.2
|
|
|
$
|
882.6
|
|
Foreign
|
(58.1
|
)
|
|
284.9
|
|
|
243.3
|
|
|||
Total
|
$
|
1,154.6
|
|
|
$
|
1,256.1
|
|
|
$
|
1,125.9
|
|
|
2018
|
|
2017
|
||||
Assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
264.9
|
|
|
$
|
287.0
|
|
Accrued asset retirement obligations
|
165.7
|
|
|
157.0
|
|
||
Stock-based compensation
|
6.3
|
|
|
3.9
|
|
||
Unearned revenue
|
28.3
|
|
|
19.3
|
|
||
Unrealized loss on foreign currency
|
12.9
|
|
|
27.4
|
|
||
Other accruals and allowances
|
78.6
|
|
|
50.2
|
|
||
Items not currently deductible and other
|
26.2
|
|
|
28.0
|
|
||
Liabilities:
|
|
|
|
||||
Depreciation and amortization
|
(757.0
|
)
|
|
(1,073.9
|
)
|
||
Deferred rent
|
(36.9
|
)
|
|
(35.9
|
)
|
||
Other
|
(15.3
|
)
|
|
(14.7
|
)
|
||
Subtotal
|
(226.3
|
)
|
|
(551.7
|
)
|
||
Valuation allowance
|
(151.9
|
)
|
|
(142.0
|
)
|
||
Net deferred tax liabilities
|
$
|
(378.2
|
)
|
|
$
|
(693.7
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance as of January 1,
|
|
$
|
142.0
|
|
|
$
|
144.4
|
|
|
$
|
137.0
|
|
Additions (1)
|
|
15.7
|
|
|
11.6
|
|
|
14.1
|
|
|||
Reversals
|
|
—
|
|
|
(9.1
|
)
|
|
—
|
|
|||
Foreign currency translation
|
|
(5.8
|
)
|
|
(4.9
|
)
|
|
(6.7
|
)
|
|||
Balance as of December 31,
|
|
$
|
151.9
|
|
|
$
|
142.0
|
|
|
$
|
144.4
|
|
Years ended December 31,
|
Federal
|
|
State
|
|
Foreign
|
||||||
2019 to 2023
|
$
|
—
|
|
|
$
|
142.9
|
|
|
$
|
46.0
|
|
2024 to 2028
|
141.7
|
|
|
378.4
|
|
|
142.7
|
|
|||
2029 to 2033
|
—
|
|
|
13.9
|
|
|
4.5
|
|
|||
2034 to 2038
|
10.6
|
|
|
135.4
|
|
|
—
|
|
|||
Indefinite carryforward
|
9.6
|
|
|
—
|
|
|
746.5
|
|
|||
Total
|
$
|
161.9
|
|
|
$
|
670.6
|
|
|
$
|
939.7
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at January 1
|
$
|
116.7
|
|
|
$
|
107.6
|
|
|
$
|
28.1
|
|
Additions based on tax positions related to the current year
|
8.1
|
|
|
7.6
|
|
|
82.9
|
|
|||
Additions and reductions for tax positions of prior years
|
0.3
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency
|
(8.1
|
)
|
|
1.9
|
|
|
(0.2
|
)
|
|||
Reduction as a result of the lapse of statute of limitations
|
(2.6
|
)
|
|
(0.4
|
)
|
|
(3.2
|
)
|
|||
Reduction as a result of effective settlements
|
(6.7
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at December 31
|
$
|
107.7
|
|
|
$
|
116.7
|
|
|
$
|
107.6
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Stock-based compensation expense
|
$
|
137.5
|
|
|
$
|
108.5
|
|
|
$
|
89.9
|
|
Stock-based compensation expense capitalized as property and equipment
|
2.0
|
|
|
1.6
|
|
|
1.4
|
|
|
|
2017
|
|
2016
|
Range of risk-free interest rate
|
|
1.88%-1.94%
|
|
1.00%-1.73%
|
Weighted average risk-free interest rate
|
|
1.89%
|
|
1.44%
|
Range of expected life of stock options
|
|
5.2 years
|
|
4.5 - 5.2 years
|
Range of expected volatility of the underlying stock price
|
|
18.95% - 19.45%
|
|
20.59% - 21.45%
|
Weighted average expected volatility of underlying stock price
|
|
19.05%
|
|
21.43%
|
Range of expected annual dividend yield
|
|
2.40%
|
|
1.85% - 2.40%
|
|
|
Options
|
|
Weighted
Average
Exercise Price Per Share
|
|
Weighted
Average
Remaining
Life (Years)
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding as of January 1, 2018
|
|
5,557,561
|
|
|
|
$81.32
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(1,242,536
|
)
|
|
71.41
|
|
|
|
|
|
|||
Forfeited
|
|
(57,555
|
)
|
|
94.66
|
|
|
|
|
|
|||
Expired
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding as of December 31, 2018
|
|
4,257,470
|
|
|
|
$84.03
|
|
|
5.18
|
|
|
$315.7
|
|
Exercisable as of December 31, 2018
|
|
3,360,226
|
|
|
|
$81.10
|
|
|
4.76
|
|
|
$259.0
|
|
Vested or expected to vest as of December 31, 2018
|
|
4,257,470
|
|
|
|
$84.03
|
|
|
5.18
|
|
|
$315.7
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Range of Exercise
Price Per Share
|
|
Outstanding
Number of
Options
|
|
Weighted
Average Exercise
Price Per Share
|
|
Weighted Average
Remaining Life
(Years)
|
|
Options
Exercisable
|
|
Weighted
Average Exercise
Price Per Share
|
||||||
$28.39 - $62.00
|
|
594,690
|
|
|
$
|
56.69
|
|
|
2.67
|
|
594,690
|
|
|
$
|
56.69
|
|
$71.07 - $74.06
|
|
14,717
|
|
|
73.26
|
|
|
4.48
|
|
14,717
|
|
|
73.26
|
|
||
$76.90 - $77.75
|
|
559,293
|
|
|
76.91
|
|
|
4.00
|
|
559,293
|
|
|
76.91
|
|
||
$81.18 - $94.23
|
|
983,105
|
|
|
81.55
|
|
|
4.98
|
|
967,146
|
|
|
81.43
|
|
||
$94.57 - $94.71
|
|
2,070,809
|
|
|
94.62
|
|
|
6.28
|
|
1,213,187
|
|
|
94.60
|
|
||
$96.46 - $121.15
|
|
34,856
|
|
|
109.92
|
|
|
7.38
|
|
11,193
|
|
|
107.20
|
|
||
$28.39 - $121.15
|
|
4,257,470
|
|
|
$
|
84.03
|
|
|
5.18
|
|
3,360,226
|
|
|
$
|
81.10
|
|
|
RSUs
|
|
Weighted Average Grant Date Fair Value
|
|
PSUs
|
|
Weighted Average Grant Date Fair Value
|
||||||
Outstanding as of January 1, 2018 (1)
|
1,742,725
|
|
|
$
|
102.60
|
|
|
444,031
|
|
|
$
|
102.81
|
|
Granted (2)
|
686,789
|
|
|
144.96
|
|
|
300,651
|
|
|
116.71
|
|
||
Vested and Released (3)
|
(682,311
|
)
|
|
98.24
|
|
|
(120,171
|
)
|
|
100.35
|
|
||
Forfeited
|
(97,230
|
)
|
|
116.37
|
|
|
—
|
|
|
—
|
|
||
Outstanding as of December 31, 2018
|
1,649,973
|
|
|
$
|
121.23
|
|
|
624,511
|
|
|
$
|
109.97
|
|
Expected to vest as of December 31, 2018
|
1,649,973
|
|
|
$
|
121.23
|
|
|
624,511
|
|
|
$
|
109.97
|
|
Vested and deferred as of December 31, 2018 (4)
|
32,596
|
|
|
$
|
119.14
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
PSUs consist of the target number of shares issuable at the end of the
three
-year performance period for the 2017 PSUs and the 2016 PSUs (each defined below), or
154,520
and
169,340
shares, respectively, and the shares issuable at the end of the
three
-year vesting period for the PSUs granted in 2015 (the “2015 PSUs”), based on achievement against the performance metrics for the first, second and third year’s performance periods, or
120,171
shares.
|
(2)
|
PSUs represent the shares above target that are issuable for the 2016 PSUs at the end of the
three
-year performance cycle based on exceeding the performance metric for the three-year performance period, or
169,340
shares, and the target number of shares issuable at the end of the three-year performance period for the 2018 PSUs, or
131,311
shares.
|
(3)
|
PSUs consist of shares vested pursuant to the 2015 PSUs. There are no additional shares to be earned related to the 2015 PSUs. RSUs exclude
32,596
shares that are vested and deferred.
|
(4)
|
Vested and deferred RSUs are related to deferred compensation for certain former employees.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance as of January 1,
|
|
$
|
1,126.2
|
|
|
$
|
1,091.3
|
|
|
$
|
—
|
|
Fair value at acquisition
|
|
—
|
|
|
—
|
|
|
1,100.9
|
|
|||
Net (loss) income attributable to noncontrolling interests
|
|
(87.9
|
)
|
|
(33.4
|
)
|
|
13.9
|
|
|||
Adjustment to noncontrolling interest redemption value
|
|
86.7
|
|
|
—
|
|
|
—
|
|
|||
Adjustment to noncontrolling interest due to merger
|
|
(28.1
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation adjustment attributable to noncontrolling interests
|
|
(92.1
|
)
|
|
68.3
|
|
|
(23.5
|
)
|
|||
Balance as of December 31,
|
|
$
|
1,004.8
|
|
|
$
|
1,126.2
|
|
|
$
|
1,091.3
|
|
|
|
For the year ended December 31,
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
|
Distribution
per share |
|
Aggregate
Payment Amount (in millions) |
|
Distribution
per share |
|
Aggregate
Payment Amount (in millions) |
|
Distribution
per share |
|
Aggregate
Payment Amount (in millions) |
||||||||||||
Common Stock
|
$
|
3.15
|
|
|
$
|
1,389.8
|
|
|
$
|
2.62
|
|
|
$
|
1,122.5
|
|
|
$
|
2.17
|
|
|
$
|
923.7
|
|
|
Series A Preferred Stock (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.63
|
|
|
$
|
15.8
|
|
|
$
|
5.25
|
|
|
$
|
31.5
|
|
|
Series B Preferred Stock
|
$
|
13.75
|
|
|
$
|
18.9
|
|
|
$
|
55.00
|
|
|
$
|
75.6
|
|
|
$
|
55.00
|
|
|
$
|
75.6
|
|
|
|
For the year ended December 31,
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
Per Share
|
|
%
|
|
Per Share
|
|
%
|
|
Per Share
|
|
%
|
|||||||||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Ordinary dividend
|
$
|
3.1500
|
|
(1)
|
100.00
|
%
|
|
$
|
2.6200
|
|
|
100.00
|
%
|
|
$
|
2.1700
|
|
|
100.00
|
%
|
|
Capital gains distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Total
|
$
|
3.1500
|
|
|
100.00
|
%
|
|
$
|
2.6200
|
|
|
100.00
|
%
|
|
$
|
2.1700
|
|
|
100.00
|
%
|
Series A Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Ordinary dividend
|
$
|
—
|
|
|
—
|
%
|
|
$
|
3.3643
|
|
(2)
|
100.00
|
%
|
|
$
|
6.4578
|
|
(3)
|
100.00
|
%
|
|
Capital gains distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Total
|
$
|
—
|
|
|
—
|
%
|
|
$
|
3.3643
|
|
|
100.00
|
%
|
|
$
|
6.4578
|
|
|
100.00
|
%
|
Series B Preferred Stock (4)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Ordinary dividend
|
$
|
2.1314
|
|
(5)
|
100.00
|
%
|
|
$
|
6.5233
|
|
(6)
|
100.00
|
%
|
|
$
|
5.5000
|
|
|
100.00
|
%
|
|
Capital gains distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Total
|
$
|
2.1314
|
|
|
100.00
|
%
|
|
$
|
6.5233
|
|
|
100.00
|
%
|
|
$
|
5.5000
|
|
|
100.00
|
%
|
(1)
|
Includes dividend declared on December 4, 2018 of
$0.84
per share, which was paid on January 14, 2019 to common stockholders of record at the close of business on December 27, 2018.
|
(2)
|
Includes a deemed distribution as a result of a conversion rate adjustment triggered on April 27, 2017.
|
(3)
|
Includes a deemed distribution as a result of a conversion rate adjustment triggered on June 17, 2016.
|
(4)
|
Represents the tax treatment on dividends per depositary share, each of which represents a 1/10th interest in a share of Series B Preferred Stock.
|
(5)
|
Includes a deemed distribution as a result of a conversion rate adjustment triggered on January 18, 2018.
|
(6)
|
Includes a deemed distribution as a result of a conversion rate adjustment triggered on April 12, 2017.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Impairment charges
|
$
|
394.0
|
|
|
$
|
211.4
|
|
|
$
|
28.5
|
|
Net losses on sales or disposals of assets
|
85.6
|
|
|
32.8
|
|
|
25.1
|
|
|||
Other operating expenses (1)
|
33.7
|
|
|
11.8
|
|
|
19.7
|
|
|||
Total Other operating expenses
|
$
|
513.3
|
|
|
$
|
256.0
|
|
|
$
|
73.3
|
|
(1)
|
For the year ended December 31, 2017, the amount also includes refunds of acquisition costs and a charitable contribution.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Tower and network location intangible assets
|
$
|
284.9
|
|
|
$
|
108.7
|
|
|
$
|
18.0
|
|
Tenant relationships
|
107.3
|
|
|
100.1
|
|
|
—
|
|
|||
Other
|
1.8
|
|
|
2.6
|
|
|
10.5
|
|
|||
Total impairment charges
|
$
|
394.0
|
|
|
$
|
211.4
|
|
|
$
|
28.5
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income attributable to American Tower Corporation stockholders
|
$
|
1,236.4
|
|
|
$
|
1,238.9
|
|
|
$
|
956.4
|
|
Dividends on preferred stock
|
(9.4
|
)
|
|
(87.4
|
)
|
|
(107.1
|
)
|
|||
Net income attributable to American Tower Corporation common stockholders
|
1,227.0
|
|
|
1,151.5
|
|
|
849.3
|
|
|||
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
439,606
|
|
|
428,181
|
|
|
425,143
|
|
|||
Dilutive securities
|
3,354
|
|
|
3,507
|
|
|
4,140
|
|
|||
Diluted weighted average common shares outstanding
|
442,960
|
|
|
431,688
|
|
|
429,283
|
|
|||
Basic net income attributable to American Tower Corporation common stockholders per common share
|
$
|
2.79
|
|
|
$
|
2.69
|
|
|
$
|
2.00
|
|
Diluted net income attributable to American Tower Corporation common stockholders per common share
|
$
|
2.77
|
|
|
$
|
2.67
|
|
|
$
|
1.98
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Restricted stock awards
|
—
|
|
|
3
|
|
|
6
|
|
Stock options
|
—
|
|
|
4
|
|
|
817
|
|
Preferred stock
|
1,456
|
|
|
14,040
|
|
|
17,509
|
|
Year Ending December 31,
|
|
||
2019
|
$
|
40.7
|
|
2020
|
32.7
|
|
|
2021
|
27.8
|
|
|
2022
|
23.7
|
|
|
2023
|
19.2
|
|
|
Thereafter
|
117.5
|
|
|
Total minimum lease payments
|
261.6
|
|
|
Less amounts representing interest
|
(82.1
|
)
|
|
Present value of capital lease obligations
|
$
|
179.5
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
789.7
|
|
|
$
|
712.1
|
|
|
$
|
645.1
|
|
Cash paid for income taxes (net of refunds of $25.0, $20.7 and $19.6, respectively)
|
163.9
|
|
|
136.5
|
|
|
96.2
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Increase (decrease) in accounts payable and accrued expenses for purchases of property and equipment and construction activities
|
8.3
|
|
|
34.0
|
|
|
(19.0
|
)
|
|||
Purchases of property and equipment under capital leases
|
57.8
|
|
|
54.8
|
|
|
55.6
|
|
|||
Fair value of debt assumed through acquisitions
|
—
|
|
|
—
|
|
|
786.9
|
|
|||
Exercise of purchase option for property and equipment for common shares issued
|
—
|
|
|
—
|
|
|
120.8
|
|
|||
Acquisition of Commercialization Rights
|
24.8
|
|
|
—
|
|
|
—
|
|
|||
Conversion of third-party debt to equity
|
—
|
|
|
48.2
|
|
|
—
|
|
|||
Debt financed acquisition of communication sites
|
54.2
|
|
|
—
|
|
|
—
|
|
•
|
U.S.: property operations in the United States;
|
•
|
Asia: property operations in India;
|
•
|
Europe, Middle East and Africa (“EMEA”): property operations in France, Germany, Ghana, Kenya, Nigeria, South Africa and Uganda; and
|
•
|
Latin America: property operations in Argentina, Brazil, Chile, Colombia, Costa Rica, Mexico, Paraguay and Peru.
|
|
|
Property
|
Total
Property
|
|
Services
|
|
Other
|
|
Total
|
|||||||||||||||||||||||
Year ended December 31, 2018
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin America
|
|
|||||||||||||||||||||||
Segment revenues (1)
|
|
$
|
3,822.1
|
|
|
$
|
1,540.5
|
|
|
$
|
687.3
|
|
|
$
|
1,264.8
|
|
|
$
|
7,314.7
|
|
|
$
|
125.4
|
|
|
|
|
$
|
7,440.1
|
|
||
Segment operating expenses (2)
|
|
771.0
|
|
|
710.9
|
|
|
238.1
|
|
|
406.3
|
|
|
2,126.3
|
|
|
48.2
|
|
|
|
|
2,174.5
|
|
|||||||||
Interest expense, TV Azteca, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
|
|
(0.1
|
)
|
|||||||||
Segment gross margin
|
|
3,051.1
|
|
|
829.6
|
|
|
449.2
|
|
|
858.4
|
|
|
5,188.3
|
|
|
77.2
|
|
|
|
|
5,265.5
|
|
|||||||||
Segment selling, general, administrative and development expense (2)
|
|
165.2
|
|
|
110.7
|
|
|
69.1
|
|
|
83.5
|
|
|
428.5
|
|
|
14.4
|
|
|
|
|
442.9
|
|
|||||||||
Segment operating profit
|
|
$
|
2,885.9
|
|
|
$
|
718.9
|
|
|
$
|
380.1
|
|
|
$
|
774.9
|
|
|
$
|
4,759.8
|
|
|
$
|
62.8
|
|
|
|
|
$
|
4,822.6
|
|
||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
137.5
|
|
|
137.5
|
|
|||||||||||||
Other selling, general, administrative and development expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156.1
|
|
|
156.1
|
|
||||||||||||||
Depreciation, amortization and accretion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,110.8
|
|
|
2,110.8
|
|
||||||||||||||
Other expense (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,263.6
|
|
|
1,263.6
|
|
||||||||||||||
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,154.6
|
|
||||||||||||||
Capital expenditures (4)
|
|
$
|
376.9
|
|
|
$
|
101.0
|
|
|
$
|
232.7
|
|
|
$
|
220.7
|
|
|
$
|
931.3
|
|
|
$
|
—
|
|
|
$
|
13.9
|
|
|
$
|
945.2
|
|
(1)
|
Asia segment revenues include a net impact of
$333.7 million
as a result of the settlement payment received from Tata in the fourth quarter of 2018.
|
(2)
|
Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of
$3.3 million
and
$134.2 million
, respectively.
|
(3)
|
Primarily includes interest expense and
$394.0 million
in impairment charges.
|
(4)
|
Includes
$32.0 million
of capital lease payments included in Repayments of notes payable, credit facilities, term loan, senior notes, secured debt and capital leases in the cash flow from financing activities in the Company’s consolidated statement of cash flows.
|
|
|
Property
|
|
Total
Property
|
|
Services
|
|
Other
|
|
Total
|
||||||||||||||||||||||
Year ended December 31, 2017
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin America
|
|
|||||||||||||||||||||||
Segment revenues
|
|
$
|
3,605.7
|
|
|
$
|
1,164.4
|
|
|
$
|
626.2
|
|
|
$
|
1,169.6
|
|
|
$
|
6,565.9
|
|
|
$
|
98.0
|
|
|
|
|
$
|
6,663.9
|
|
||
Segment operating expenses (1)
|
|
746.5
|
|
|
649.0
|
|
|
238.3
|
|
|
386.1
|
|
|
2,019.9
|
|
|
33.8
|
|
|
|
|
2,053.7
|
|
|||||||||
Interest income, TV Azteca, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.8
|
|
|
10.8
|
|
|
—
|
|
|
|
|
10.8
|
|
|||||||||
Segment gross margin
|
|
2,859.2
|
|
|
515.4
|
|
|
387.9
|
|
|
794.3
|
|
|
4,556.8
|
|
|
64.2
|
|
|
|
|
4,621.0
|
|
|||||||||
Segment selling, general, administrative and development expense (1)
|
|
151.4
|
|
|
82.4
|
|
|
67.9
|
|
|
77.5
|
|
|
379.2
|
|
|
13.7
|
|
|
|
|
392.9
|
|
|||||||||
Segment operating profit
|
|
$
|
2,707.8
|
|
|
$
|
433.0
|
|
|
$
|
320.0
|
|
|
$
|
716.8
|
|
|
$
|
4,177.6
|
|
|
$
|
50.5
|
|
|
|
|
$
|
4,228.1
|
|
||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
108.5
|
|
|
108.5
|
|
|||||||||||||
Other selling, general, administrative and development expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
138.5
|
|
|
138.5
|
|
||||||||||||||
Depreciation, amortization and accretion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,715.9
|
|
|
1,715.9
|
|
||||||||||||||
Other expense (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,009.1
|
|
|
1,009.1
|
|
||||||||||||||
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,256.1
|
|
||||||||||||||
Capital expenditures (3)
|
|
$
|
360.6
|
|
|
$
|
118.0
|
|
|
$
|
141.7
|
|
|
$
|
197.4
|
|
|
$
|
817.7
|
|
|
$
|
—
|
|
|
$
|
17.7
|
|
|
$
|
835.4
|
|
(1)
|
Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of
$2.9 million
and
$105.6 million
, respectively.
|
(2)
|
Primarily includes interest expense.
|
(3)
|
Includes
$31.8 million
of capital lease payments included in Repayments of notes payable, credit facilities, term loan, senior notes, secured debt and capital leases in the cash flow from financing activities in the Company’s consolidated statement of cash flows.
|
|
|
Property
|
|
Total
Property
|
|
Services |
|
Other
|
|
Total
|
||||||||||||||||||||||
Year ended December 31, 2016
|
|
U.S.
|
|
Asia
|
|
EMEA
|
|
Latin America
|
|
|||||||||||||||||||||||
Segment revenues
|
|
$
|
3,370.1
|
|
|
$
|
827.6
|
|
|
$
|
529.5
|
|
|
$
|
985.9
|
|
|
$
|
5,713.1
|
|
|
$
|
72.6
|
|
|
|
|
$
|
5,785.7
|
|
||
Segment operating expenses (1)
|
|
733.4
|
|
|
465.9
|
|
|
223.7
|
|
|
338.0
|
|
|
1,761.0
|
|
|
27.0
|
|
|
|
|
1,788.0
|
|
|||||||||
Interest income, TV Azteca, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.9
|
|
|
10.9
|
|
|
—
|
|
|
|
|
10.9
|
|
|||||||||
Segment gross margin
|
|
2,636.7
|
|
|
361.7
|
|
|
305.8
|
|
|
658.8
|
|
|
3,963.0
|
|
|
45.6
|
|
|
|
|
4,008.6
|
|
|||||||||
Segment selling, general, administrative and development expense (1)
|
|
147.6
|
|
|
48.2
|
|
|
60.9
|
|
|
60.7
|
|
|
317.4
|
|
|
12.5
|
|
|
|
|
329.9
|
|
|||||||||
Segment operating profit
|
|
$
|
2,489.1
|
|
|
$
|
313.5
|
|
|
$
|
244.9
|
|
|
$
|
598.1
|
|
|
$
|
3,645.6
|
|
|
$
|
33.1
|
|
|
|
|
$
|
3,678.7
|
|
||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
89.9
|
|
|
89.9
|
|
|||||||||||||
Other selling, general, administrative and development expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126.0
|
|
|
126.0
|
|
||||||||||||||
Depreciation, amortization and accretion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,525.6
|
|
|
1,525.6
|
|
||||||||||||||
Other expense (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
811.3
|
|
|
811.3
|
|
||||||||||||||
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,125.9
|
|
||||||||||||||
Capital expenditures (3)
|
|
$
|
310.7
|
|
|
$
|
115.5
|
|
|
$
|
86.1
|
|
|
$
|
172.6
|
|
|
$
|
684.9
|
|
|
$
|
—
|
|
|
$
|
16.5
|
|
|
$
|
701.4
|
|
(1)
|
Segment operating expenses and segment selling, general, administrative and development expenses exclude stock-based compensation expense of
$2.4 million
and
$87.5 million
, respectively.
|
(2)
|
Primarily includes interest expense.
|
(3)
|
Includes
$18.9 million
of capital lease payments included in Repayments of notes payable, credit facilities, term loan, senior notes, secured debt and capital leases in the cash flow from financing activities in the Company’s consolidated statement of cash flows.
|
|
2018
|
|
2017
|
|
2016
|
||||||
U.S. property
|
$
|
18,782.0
|
|
|
$
|
19,032.6
|
|
|
$
|
18,846.9
|
|
Asia property (1)
|
4,938.8
|
|
|
4,770.8
|
|
|
4,535.3
|
|
|||
EMEA property (1)
|
3,367.8
|
|
|
3,213.6
|
|
|
2,062.4
|
|
|||
Latin America property (1)
|
5,594.7
|
|
|
5,868.4
|
|
|
4,938.1
|
|
|||
Services
|
46.3
|
|
|
42.3
|
|
|
48.3
|
|
|||
Other (2)
|
280.8
|
|
|
286.6
|
|
|
448.2
|
|
|||
Total assets
|
$
|
33,010.4
|
|
|
$
|
33,214.3
|
|
|
$
|
30,879.2
|
|
(1)
|
Balances are translated at the applicable period end exchange rate, which may impact comparability between periods.
|
(2)
|
Balances include corporate assets such as cash and cash equivalents, certain tangible and intangible assets and income tax accounts that have not been allocated to specific segments.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
3,947.5
|
|
|
$
|
3,703.7
|
|
|
$
|
3,442.7
|
|
Asia (1):
|
|
|
|
|
|
||||||
India
|
1,540.5
|
|
|
1,164.4
|
|
|
827.6
|
|
|||
EMEA (1):
|
|
|
|
|
|
||||||
France
|
72.7
|
|
|
59.5
|
|
|
—
|
|
|||
Germany
|
69.1
|
|
|
63.1
|
|
|
60.2
|
|
|||
Ghana
|
125.4
|
|
|
122.9
|
|
|
116.2
|
|
|||
Kenya
|
7.0
|
|
|
—
|
|
|
—
|
|
|||
Nigeria
|
220.7
|
|
|
213.9
|
|
|
215.4
|
|
|||
South Africa
|
125.3
|
|
|
106.5
|
|
|
80.0
|
|
|||
Uganda
|
67.1
|
|
|
60.3
|
|
|
57.7
|
|
|||
Latin America (1):
|
|
|
|
|
|
||||||
Argentina
|
16.0
|
|
|
15.9
|
|
|
1.0
|
|
|||
Brazil
|
595.5
|
|
|
620.1
|
|
|
506.2
|
|
|||
Chile
|
44.2
|
|
|
40.4
|
|
|
33.8
|
|
|||
Colombia
|
103.8
|
|
|
89.3
|
|
|
79.7
|
|
|||
Costa Rica
|
18.4
|
|
|
19.4
|
|
|
19.0
|
|
|||
Mexico
|
456.5
|
|
|
364.3
|
|
|
331.2
|
|
|||
Paraguay
|
10.4
|
|
|
2.7
|
|
|
—
|
|
|||
Peru
|
20.0
|
|
|
17.5
|
|
|
15.0
|
|
|||
Total International
|
3,492.6
|
|
|
2,960.2
|
|
|
2,343.0
|
|
|||
Total operating revenues
|
$
|
7,440.1
|
|
|
$
|
6,663.9
|
|
|
$
|
5,785.7
|
|
(1)
|
Balances are translated at the applicable exchange rate, which may impact comparability between periods.
|
|
2018
|
|
2017
|
||||
Long-Lived Assets (1):
|
|
|
|
||||
United States
|
$
|
16,543.7
|
|
|
$
|
16,930.2
|
|
Asia (2):
|
|
|
|
||||
India
|
3,947.8
|
|
|
4,052.6
|
|
||
EMEA (2):
|
|
|
|
||||
France
|
963.8
|
|
|
1,009.6
|
|
||
Germany
|
388.5
|
|
|
428.0
|
|
||
Ghana
|
159.2
|
|
|
171.4
|
|
||
Kenya
|
190.0
|
|
|
—
|
|
||
Nigeria
|
606.5
|
|
|
587.2
|
|
||
South Africa
|
342.5
|
|
|
330.4
|
|
||
Uganda
|
138.7
|
|
|
136.9
|
|
||
Latin America (2):
|
|
|
|
||||
Argentina
|
81.6
|
|
|
117.9
|
|
||
Brazil
|
2,288.1
|
|
|
2,557.4
|
|
||
Chile
|
129.7
|
|
|
151.2
|
|
||
Colombia
|
381.6
|
|
|
369.0
|
|
||
Costa Rica
|
119.1
|
|
|
112.9
|
|
||
Mexico
|
1,421.3
|
|
|
1,396.8
|
|
||
Paraguay
|
107.4
|
|
|
77.5
|
|
||
Peru
|
113.8
|
|
|
93.7
|
|
||
Total International
|
11,379.6
|
|
|
11,592.5
|
|
||
Total long-lived assets
|
$
|
27,923.3
|
|
|
$
|
28,522.7
|
|
(1)
|
Includes Property and equipment, net, Goodwill and Other intangible assets, net.
|
(2)
|
Balances are translated at the applicable period end exchange rate, which may impact comparability between periods.
|
|
2018
|
|
2017
|
|
2016
|
|||
AT&T
|
19
|
%
|
|
19
|
%
|
|
21
|
%
|
Verizon Wireless
|
15
|
%
|
|
16
|
%
|
|
15
|
%
|
Sprint
|
8
|
%
|
|
9
|
%
|
|
11
|
%
|
|
Three Months Ended
|
|
Year Ended
December 31,
|
||||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
|||||||||||
2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,741.8
|
|
|
$
|
1,780.9
|
|
|
$
|
1,785.5
|
|
|
$
|
2,131.9
|
|
|
$
|
7,440.1
|
|
Costs of operations (1)
|
519.9
|
|
|
560.3
|
|
|
556.7
|
|
|
540.9
|
|
|
2,177.8
|
|
|||||
Operating income
|
402.9
|
|
|
546.0
|
|
|
567.2
|
|
|
388.9
|
|
|
1,905.0
|
|
|||||
Net income
|
280.3
|
|
|
314.4
|
|
|
377.3
|
|
|
292.7
|
|
|
1,264.7
|
|
|||||
Net income attributable to American Tower Corporation stockholders
|
285.2
|
|
|
306.7
|
|
|
366.9
|
|
|
277.6
|
|
|
1,236.4
|
|
|||||
Dividends on preferred stock
|
(9.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.4
|
)
|
|||||
Net income attributable to American Tower Corporation common stockholders
|
275.8
|
|
|
306.7
|
|
|
366.9
|
|
|
277.6
|
|
|
1,227.0
|
|
|||||
Basic net income per share attributable to American Tower Corporation common stockholders
|
0.63
|
|
|
0.69
|
|
|
0.83
|
|
|
0.63
|
|
|
2.79
|
|
|||||
Diluted net income per share attributable to American Tower Corporation common stockholders
|
0.63
|
|
|
0.69
|
|
|
0.83
|
|
|
0.62
|
|
|
2.77
|
|
|
Three Months Ended
|
|
Year Ended
December 31,
|
||||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
|||||||||||
2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,616.2
|
|
|
$
|
1,662.5
|
|
|
$
|
1,680.7
|
|
|
$
|
1,704.5
|
|
|
$
|
6,663.9
|
|
Costs of operations (1)
|
492.7
|
|
|
517.2
|
|
|
519.8
|
|
|
526.9
|
|
|
2,056.6
|
|
|||||
Operating income
|
531.4
|
|
|
576.9
|
|
|
561.1
|
|
|
329.0
|
|
|
1,998.4
|
|
|||||
Net income
|
307.4
|
|
|
388.5
|
|
|
334.7
|
|
|
194.8
|
|
|
1,225.4
|
|
|||||
Net income attributable to American Tower Corporation stockholders
|
316.1
|
|
|
367.0
|
|
|
317.3
|
|
|
238.5
|
|
|
1,238.9
|
|
|||||
Dividends on preferred stock
|
(26.8
|
)
|
|
(22.8
|
)
|
|
(18.9
|
)
|
|
(18.9
|
)
|
|
(87.4
|
)
|
|||||
Net income attributable to American Tower Corporation common stockholders
|
289.3
|
|
|
344.2
|
|
|
298.4
|
|
|
219.6
|
|
|
1,151.5
|
|
|||||
Basic net income per share attributable to American Tower Corporation common stockholders
|
0.68
|
|
|
0.81
|
|
|
0.70
|
|
|
0.51
|
|
|
2.69
|
|
|||||
Diluted net income per share attributable to American Tower Corporation common stockholders
|
0.67
|
|
|
0.80
|
|
|
0.69
|
|
|
0.51
|
|
|
2.67
|
|
(1)
|
Represents Operating expenses, exclusive of Depreciation, amortization and accretion, Selling, general, administrative and development expense, and Other operating expenses.
|
Description
|
|
Encumbrances
|
|
|
Initial cost
to company
|
|
Cost
capitalized
subsequent to
acquisition
|
|
Gross amount
carried at
close of current
period
|
|
|
Accumulated
depreciation at close of current period
|
|
Date of
construction
|
|
Date
acquired
|
|
Life on which
depreciation in
latest income
statements is
computed
|
|||||||
168,985
|
sites (1)
|
|
$
|
3,014.2
|
|
(2)
|
|
(3)
|
|
(3)
|
|
$
|
15,960.1
|
|
(4)
|
|
$
|
(5,724.7
|
)
|
|
Various
|
|
Various
|
|
Up to 20 years
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
Gross amount at beginning
|
$
|
15,349.0
|
|
|
$
|
14,277.0
|
|
|
$
|
13,046.3
|
|
|
Additions during period:
|
|
|
|
|
|
|
||||||
Acquisitions
|
721.4
|
|
|
499.7
|
|
|
787.2
|
|
|
|||
Discretionary capital projects (1)
|
173.5
|
|
|
120.7
|
|
|
105.3
|
|
|
|||
Discretionary ground lease purchases (2)
|
180.4
|
|
|
150.4
|
|
|
168.1
|
|
|
|||
Redevelopment capital expenditures (3)
|
177.3
|
|
|
138.8
|
|
|
136.8
|
|
|
|||
Capital improvements (4)
|
94.0
|
|
|
65.6
|
|
|
81.8
|
|
|
|||
Start-up capital expenditures (5)
|
113.1
|
|
|
158.1
|
|
|
128.7
|
|
|
|||
Other (6)
|
(3.0
|
)
|
|
106.4
|
|
|
139.4
|
|
|
|||
Total additions
|
1,456.7
|
|
|
1,239.7
|
|
|
1,547.3
|
|
|
|||
Deductions during period:
|
|
|
|
|
|
|
||||||
Cost of real estate sold or disposed
|
(395.7
|
)
|
|
(246.5
|
)
|
|
(85.8
|
)
|
|
|||
Other (7)
|
(449.9
|
)
|
|
78.8
|
|
|
(230.8
|
)
|
|
|||
Total deductions:
|
(845.6
|
)
|
|
(167.7
|
)
|
|
(316.6
|
)
|
|
|||
Balance at end
|
$
|
15,960.1
|
|
|
$
|
15,349.0
|
|
|
$
|
14,277.0
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Gross amount of accumulated depreciation at beginning
|
$
|
(5,181.2
|
)
|
|
$
|
(4,548.1
|
)
|
|
$
|
(3,994.9
|
)
|
Additions during period:
|
|
|
|
|
|
||||||
Depreciation
|
(751.4
|
)
|
|
(718.7
|
)
|
|
(647.9
|
)
|
|||
Other
|
|
|
|
—
|
|
|
—
|
|
|||
Total additions
|
(751.4
|
)
|
|
(718.7
|
)
|
|
(647.9
|
)
|
|||
Deductions during period:
|
|
|
|
|
|
||||||
Amount of accumulated depreciation for assets sold or disposed
|
129.3
|
|
|
100.7
|
|
|
24.9
|
|
|||
Other (7)
|
78.6
|
|
|
(15.1
|
)
|
|
69.8
|
|
|||
Total deductions
|
207.9
|
|
|
85.6
|
|
|
94.7
|
|
|||
Balance at end
|
$
|
(5,724.7
|
)
|
|
$
|
(5,181.2
|
)
|
|
$
|
(4,548.1
|
)
|
(1)
|
Includes amounts incurred primarily for the construction of new sites.
|
(2)
|
Includes amounts incurred to purchase or otherwise secure the land under communications sites.
|
(3)
|
Includes amounts incurred to increase the capacity of existing sites, which results in new incremental tenant revenue.
|
(4)
|
Includes amounts incurred to enhance existing sites by adding additional functionality, capacity or general asset improvements.
|
(5)
|
Includes amounts incurred in connection with acquisitions or new market launches. Start-up capital expenditures includes non-recurring expenditures contemplated in acquisitions, new market launch business cases or initial deployment of new technologies or innovation solutions that lead to an increase in site-level cash flow generation.
|
(6)
|
Primarily includes regional improvements and other additions.
|
(7)
|
Primarily includes foreign currency exchange rate fluctuations and other deductions.
|
American Tower Corporation
Notice of Grant of Restricted Stock Units and RSU Agreement (U.S. Employee / Time) (Non-Employee Director) |
American Tower Corporation
ID: 65-0723837
116 Huntington Ave
Boston, MA 02116
|
Administrator
116 Huntington Avenue 11 th Floor Boston MA United States 02116 |
Participant Name:
RSU Number:
Plan:
ID:
|
Date of Grant:
|
|
, 20
|
|
|
Number of Shares:
|
|
|
|
|
|
|
|
|
|
American Tower Corporation
|
|
Date
|
|
|
|
|
|
Participant
|
|
Date
|
American Tower Corporation
Notice of Grant of Restricted Stock Units and RSU Agreement (Non-U.S. Employee / Time) |
American Tower Corporation
ID: 65-0723837
116 Huntington Ave
Boston, MA 02116
|
Administrator
116 Huntington Avenue 11 th Floor Boston MA United States 02116 |
Participant Name:
RSU Number:
Plan:
ID:
|
Date of Grant:
|
|
, 20
|
|
|
Number of Shares:
|
|
|
|
|
|
|
|
|
|
American Tower Corporation
|
|
Date
|
|
|
|
|
|
Participant
|
|
Date
|
American Tower Corporation
Notice of Grant of Performance-Based Restricted Stock Units and PSU Agreement (U.S. Employee / Time) ([Position])
|
American Tower Corporation
ID: 65-0723837
116 Huntington Ave
Boston, MA 02116
|
Administrator
116 Huntington Avenue 11th Floor
Boston MA United States 02116
|
Participant Name:
PSU Number:
Plan:
ID:
|
|
|
|
|
|
American Tower Corporation
|
|
Date
|
|
|
|
|
|
Participant
|
|
Date
|
AFFO per Share
(1)
(70% Weighting)
|
Cumulative Growth
|
|
|
Threshold (50% payout)
|
$
|
|
|
Target (100% payout)
|
$
|
|
|
Maximum (200% payout)
|
$
|
|
|
|
|
|
|
ROIC
(1)
(30% Weighting)
|
3 Year Average
|
|
|
Threshold (50% payout)
|
|
|
|
Target (100% payout)
|
|
|
|
Maximum (200% payout)
|
|
|
|
|
|
|
|
(1)
No adjustment for acquisition or foreign currency fluctuations.
|
|||
Payout for performance between Threshold, Target and Maximum is interpolated on a straight-line basis.
|
BY:
|
/s/ Edmund DiSanto
|
Name:
|
Edmund DiSanto, General Counsel, Secretary,
|
|
Executive Vice President and Chief Administrative Officer
|
Date:
|
February 1, 2018
|
|
|
|
|
Name:
|
Amit Sharma
|
Date:
|
February 1, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commencement:
|
The effective date of your employment with us is February 1, 2018 (the “
Effective Date
”).
|
|
|
Job Title:
|
You shall be employed by ATC Infra as Executive Vice President and President Asia or in such other position as ATC Infra may determine from time to time. In this role you shall report to the Board of Directors of ATC Infra.
|
|
|
Role and Responsibilities:
|
Although you will be working for ATC Infra, in light of your experience and expertise, ATC Infra may periodically require your support for other American Tower Corporation group companies in India.
|
|
|
Remuneration & Tax:
|
As detailed in Annexure I. In addition, you will be eligible to receive bonus as per the policy of ATC Infra.
Pursuant to your request, ATC Infra shall deliver or arrange to have delivered your monetary pay and remuneration after deduction of tax and other applicable deductions in your home country bank account. You will, for this purpose, provide ATC Infra with your home country bank details and account number.
ATC Infra will arrange to provide you appropriate overseas benefits such as medical and dental coverage, vision, or any other benefits under employee's benefit, social welfare, etc. You would be required to make the co-payment wherever applicable.
You will be tax equalized during your employment in India. Accordingly, you will be subject to hypothetical tax and social security deduction equivalent to the estimated tax and social security you would have paid in your home country as a tax resident in accordance with the policies of ATC Infra.
You will be subject to India Social Security system and ATC Infra will arrange to make necessary contributions on your behalf.
|
|
|
Other Benefits:
|
You will also be entitled to other benefits and entitlements as may be introduced by ATC Infra for its employees from time to time. It is however clarified that such benefits and entitlements are provided on a voluntary basis by ATC Infra and may be liable to change from time to time at the sole discretion of ATC Infra.
|
Place of Work:
|
Your place of work shall initially be ATC lnfra's office at Delhi NCR region of India; however, it is expressly understood that your services are transferrable to any of our affiliated companies either in outside or within India at the sole discretion of ATC Infra or such other place(s) whether existing now or in future as may be determined from time to time by ATC Infra. You may also be deputed or seconded to any of our affiliate companies. You shall work under the direction, supervision, control and management and with respect to the work conducted by you solely on behalf of ATC Infra.
|
|
|
Notice Period:
|
Notices may be given by either you or ATC Infra upon three (3) months prior written addressed to: (a) in the case of ATC Infra, at ATC lnfra's then registered office, and (b) in your case, at your last known address.
Any notice given by letter shall be deemed to have been given at the tie at which the letter would be delivered in the ordinary course of post or if delivered by hand upon delivery and in proving service by post it shall be sufficient to prove that the notice was properly addressed and posted.
|
|
|
Termination:
|
The terms of your termination of employment will be governed as per the policy of ATC Infra.
|
|
|
Code of Conduct:
|
You are aware that, in the course of employment under this Agreement, you will have access to, and be entrusted with, information in respect of the business of ATC Infra and its clients and their dealings, transactions and affairs and likewise in relation to its associated companies, all of which information is or may be proprietary and confidential.
|
|
|
Confidentiality:
|
You shall not (except in the proper course of your duties), during or after the period of your employment under this Agreement, divulge to any person or otherwise make use of, and shall use your best efforts to prevent the publication or disclosure of, any trade secret or any proprietary or confidential information concerning the business finances of ATC Infra or any of its dealings, transactions or affairs or any trade secret or any such confidential information concerning any of ATC lnfra's associated companies, suppliers, agents, distributors or clients.
|
|
All notes and memoranda of any trade secrets or confidential information concerning the business of ATC Infra and its associated companies, suppliers, agents, distributors or clients that shall be acquired, received or made by you during the course of your employment shall be the property of ATC Infra and shall be surrendered by you to someone duly authorized by ATC Infra at the termination of your employment or at the request of ATC Infra at any time during the course of this employment.
|
|
|
Governing Law
& Jurisdiction:
|
This Agreement is governed by and shall be construed and subject to the laws of India, including taxation laws. The Parties submit to the exclusive jurisdiction of the Indian Courts.
|
|
|
ATC INDIA INFRASTRUCTURE PRIVATE LIMITED
|
|
|
|
BY:
|
/s/ Edmund DiSanto
|
Name:
|
Edmund DiSanto, Director
|
Date:
|
February 1, 2018
|
|
|
Acceptance:
|
|
|
|
I confirm that I have read, understood and accept the terms and conditions of my employment.
|
|
|
|
|
|
Name:
|
Amit Sharma
|
Date:
|
February 1, 2018
|
|
|
|
Compensation Sheet
|
||||||
Name:
|
Amit Sharma
|
|
|
|
|||
Designation:
|
Executive Vice President and President Asia
|
|
Location:
|
Gurgaon, India
|
|||
Offer/Increment Details
|
|
Particulars
|
Amount in INR
|
||||
Please see employment contract.
|
Components
|
Per Annum
|
Per Month
|
||||
Base Salary
|
3,92,09,165
|
32,67,430
|
|||||
|
|
|
|||||
|
|
|
|||||
Total Cost to Company
|
7,64,57,864
|
63,71,489
|
|||||
|
|
|
|||||
Important Information
|
|||||||
1.
|
No tax computation has been done to arrive at the above figure.
|
||||||
Employee’s Signature
|
|
||||||
Date
|
February 1, 2018
|
|
Applicable Debt Rating
|
LIBOR Advance
Applicable Margin
|
Base Rate Advance
Applicable Margin
|
A.
|
>
A-/A3/A-
|
0.875 %
|
0.000%
|
B.
|
BBB+/Baa1/BBB+
|
1.000 %
|
0.000%
|
C.
|
BBB/ Baa2/BBB
|
1.125 %
|
0.125%
|
D.
|
BBB-/Baa3/BBB-
|
1.250 %
|
0.250%
|
E.
|
BB+/ Ba1/BB+
|
1.500 %
|
0.500%
|
F.
|
<
BB/ Ba2/BB
|
1.750 %
|
0.750%
|
COMPANY:
|
|
AMERICAN TOWER CORPORATION
|
|
|
|
By:
|
/s/ Thomas A. Bartlett
|
|
|
Name:
|
Thomas A. Bartlett
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
LENDERS
|
|
TORONTO DOMINION (TEXAS) LLC
, as Administrative Agent
|
|
|
|
By:
|
/s/ Shirley Choy
|
|
|
Name:
|
Shirley Choy
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
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THE TORONTO-DOMINION BANK, New York Branch
, as a Lender
|
|
|
|
By:
|
/s/ Shirley Choy
|
|
|
Name:
|
Shirley Choy
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
Mizuho Bank, Ltd.
, as a Lender
|
|
|
|
By:
|
/s/ Donna DeMagistris
|
|
|
Name:
|
Donna DeMagistris
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
Bank of America, N.A.,
as a Lender
|
|
|
|
By:
|
/s/ Kyle Oberkrom
|
|
|
Name:
|
Kyle Oberkrom
|
|
|
Title:
|
Associate
|
|
|
|
|
|
|
|
|
|
|
BARCLAYS BANK PLC,
as a Lender
|
|
|
|
By:
|
/s/ Craig Malloy
|
|
|
Name:
|
Craig Malloy
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
CITIBANK, N.A.,
as a Lender
|
|
|
|
By:
|
/s/ Michael Vondriska
|
|
|
Name:
|
Michael Vondriska
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
JPMorgan Chase Bank N.A.,
as a Lender
|
|
|
|
By:
|
/s/ Inderjeet Aneja
|
|
|
Name:
|
Inderjeet Aneja
|
|
|
Title:
|
Vice President
|
|
|
MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
as a Lender
|
|
|
|
By:
|
/s/ Matthew Hillman
|
|
|
Name:
|
Matthew Hillman
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
MORGAN STANLEY BANK, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Michael King
|
|
|
Name:
|
Michael King
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
ROYAL BANK OF CANADA
, as a Lender
|
|
|
|
By:
|
/s/ Alexander Oliver
|
|
|
Name:
|
Alexander Oliver
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. New York Branch
, as a Lender
|
|
|
|
By:
|
/s/ Cara Younger
|
|
|
Name:
|
Cara Younger
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
By:
|
/s/ Miriam Trautmann
|
|
|
Name:
|
Miriam Trautmann
|
|
|
Title:
|
Sr. Vice President
|
|
|
|
|
|
|
|
|
|
|
BANCO SANTANDER, S.A., NEW YORK BRANCH,
as a Lender
|
|
|
|
By:
|
/s/ Juan Galan
|
|
|
Name:
|
Juan Galan
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
By:
|
/s/ Terence Corcoran
|
|
|
Name:
|
Terence Corcoran
|
|
|
Title:
|
Executive Director
|
|
|
|
|
|
|
|
|
|
|
THE BANK OF NOVA SCOTIA
, as a Lender
|
|
|
|
By:
|
/s/ Laura Gimena
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
SOCIETE GENERALE,
as a Lender
|
|
|
|
By:
|
/s/ John Hogan
|
|
|
Name:
|
John Hogan
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
Sumitomo Mitsui Banking Corp.
, as a Lender
|
|
|
|
By:
|
/s/ Katsuyuki Kubo
|
|
|
Name:
|
Katsuyuki Kubo
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
GOLDMAN SACHS BANK USA
, as a Lender
|
|
|
|
By:
|
/s/ Rebecca Kratz
|
|
|
Name:
|
Rebecca Kratz
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
Commerzbank AG, New York Branch
as a Lender
|
|
|
|
By:
|
/s/ Paolo de Alessandrini
|
|
|
Name:
|
Paolo de Alessandrini
|
|
|
Title:
|
TMT Sector Head
|
|
|
|
|
|
|
|
|
|
|
Commerzbank AG, New York Branch
as a Lender
|
|
|
|
By:
|
/s/ Neil Kiernan
|
|
|
Name:
|
Neil Kiernan
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
FIFTH THIRD BANK,
as a Lender
|
|
|
|
By:
|
/s/ Eric Oberfield
|
|
|
Name:
|
Eric Oberfield
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
ING Capital LLC,
as a Lender
|
|
|
|
By:
|
/s/ Valtin Gallani
|
|
|
Name:
|
Valtin Gallani
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
By:
|
/s/ Aimee Sunaryo
|
|
|
Name:
|
Aimee Sunaryo
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
HSBC Bank USA, NA,
as a Lender
|
|
|
|
By:
|
/s/ Brett Bonet
|
|
|
Name:
|
Brett Bonet
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entity
|
Revolving Loan Commitment
|
||
The Toronto-Dominion Bank, New York Branch
|
|
$144,000,000.00
|
|
Mizuho Bank, Ltd.
|
144,000,000.00
|
|
|
Bank of America, N.A.
|
144,000,000.00
|
|
|
Barclays Bank PLC
|
144,000,000.00
|
|
|
Citibank, N.A.
|
144,000,000.00
|
|
|
JPMorgan Chase Bank, N.A.
|
144,000,000.00
|
|
|
MUFG Bank, Ltd.
|
86,400,000.00
|
|
|
Morgan Stanley Bank, N.A.
|
57,600,000.00
|
|
|
Royal Bank of Canada
|
144,000,000.00
|
|
|
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
|
115,000,000.00
|
|
|
Banco Santander, S.A., New York Branch
|
115,000,000.00
|
|
|
The Bank of Nova Scotia
|
115,000,000.00
|
|
|
Societe Generale
|
115,000,000.00
|
|
|
Sumitomo Mitsui Banking Corp.
|
115,000,000.00
|
|
|
Goldman Sachs Bank USA
|
93,000,000.00
|
|
|
Commerzbank AG, New York Branch
|
85,000,000.00
|
|
|
Fifth Third Bank
|
85,000,000.00
|
|
|
ING Capital LLC
|
85,000,000.00
|
|
|
HSBC Bank USA, NA
|
25,000,000.00
|
|
|
Total:
|
|
$2,100,000,000.00
|
|
|
Applicable Debt Rating
|
LIBOR Advance
Applicable Margin
|
Base Rate Advance
Applicable Margin
|
A.
|
>
A-/A3/A-
|
0.875 %
|
0.000%
|
B.
|
BBB+/Baa1/BBB+
|
1.000 %
|
0.000%
|
C.
|
BBB/ Baa2/BBB
|
1.125 %
|
0.125%
|
D.
|
BBB-/Baa3/BBB-
|
1.250 %
|
0.250%
|
E.
|
BB+/ Ba1/BB+
|
1.500 %
|
0.500%
|
F.
|
<
BB/ Ba2/BB
|
1.750 %
|
0.750%
|
COMPANY:
|
|
AMERICAN TOWER CORPORATION
|
|
|
|
By:
|
/s/ Thomas A. Bartlett
|
|
|
Name:
|
Thomas A. Bartlett
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
LENDERS
|
|
MIZUHO BANK, LTD.
, as Administrative Agent
|
|
|
|
By:
|
/s/ Donna DeMagistris
|
|
|
Name:
|
Donna DeMagistris
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
MIZUHO BANK (USA)
, as a Lender
|
|
|
|
By:
|
/s/ Donna DeMagistris
|
|
|
Name:
|
Donna DeMagistris
|
|
|
Title:
|
Executive Director
|
|
|
|
|
|
|
|
|
|
|
TD Bank, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Shivani Agarwal
|
|
|
Name:
|
Shivani Agarwal
|
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
Bank of America, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Kyle Oberkrom
|
|
|
Name:
|
Kyle Oberkrom
|
|
|
Title:
|
Associate
|
|
|
|
|
|
|
|
|
|
|
BARCLAYS BANK PLC
, as a Lender
|
|
|
|
By:
|
/s/ Craig Malloy
|
|
|
Name:
|
Craig Malloy
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
CITIBANK, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Michael Vondriska
|
|
|
Name:
|
Michael Vondriska
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
JPMorgan Chase Bank N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Inderjeet Aneja
|
|
|
Name:
|
Inderjeet Aneja
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
as a Lender
|
|
|
|
By:
|
/s/ Matthew Hillman
|
|
|
Name:
|
Matthew Hillman
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
MORGAN STANLEY BANK, N.A.,
as a Lender
|
|
|
|
By:
|
/s/ Michael King
|
|
|
Name:
|
Michael King
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
ROYAL BANK OF CANADA,
as a Lender
|
|
|
|
By:
|
/s/ Alexander Oliver
|
|
|
Name:
|
Alexander Oliver
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
City National Bank,
as a Lender
|
|
|
|
By:
|
/s/ Diane Morgan
|
|
|
Name:
|
Diane Morgan
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
THE BANK OF NOVA SCOTIA,
as a Lender
|
|
|
|
By:
|
/s/ Laura Gimena
|
|
|
Name:
|
Laura Gimena,
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch,
as a Lender
|
|
|
|
By:
|
/s/ Cara Younger
|
|
|
Name:
|
Cara Younger
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch,
as a Lender
|
|
|
|
By:
|
/s/ Miriam Trautmann
|
|
|
Name:
|
Miriam Trautmann
|
|
|
Title:
|
Sr. Vice President
|
|
|
|
|
|
|
|
|
|
|
SANTANDER BANK, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Andres Barbosa
|
|
|
Name:
|
Andres Barbosa
|
|
|
Title:
|
Executive Director
|
|
|
|
|
|
|
By:
|
/s/ Carolina Gutierrez
|
|
|
Name:
|
Carolina Gutierrez
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
SOCIETE GENERALE,
as a Lender
|
|
|
|
By:
|
/s/ John Hogan
|
|
|
Name:
|
John Hogan
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
Sumitomo Mitsui Banking Corp.
, as a Lender
|
|
|
|
By:
|
/s/ Katsuyuki Kubo
|
|
|
Name:
|
Katsuyuki Kubo
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
CoBank ACB
, as a Lender
|
|
|
|
By:
|
/s/ Gary Franke
|
|
|
Name:
|
Gary Franke
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
Commerzbank AG, New York Branch
as a Lender
|
|
|
|
By:
|
/s/ Paolo de Alessandrini
|
|
|
Name:
|
Paolo de Alessandrini
|
|
|
Title:
|
TMT Sector Head
|
|
|
|
|
|
|
Commerzbank AG, New York Branch
as a Lender
|
|
|
|
By:
|
/s/ Neil Kiernan
|
|
|
Name:
|
Neil Kiernan
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
FIFTH THIRD BANK
, as a Lender
|
|
|
|
By:
|
/s/ Eric Oberfield
|
|
|
Name:
|
Eric Oberfield
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
GOLDMAN SACHS BANK USA,
as a
|
|
|
|
Lender
|
|
|
|
By:
|
/s/ Rebecca Kratz
|
|
|
Name:
|
Rebecca Kratz
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
HSBC Bank USA, NA,
as a Lender
|
|
|
|
By:
|
/s/ Brett Bonet
|
|
|
Name:
|
Brett Bonet
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
ING Capital LLC,
as a Lender
|
|
|
|
By:
|
/s/ Valtin Gallani
|
|
|
Name:
|
Valtin Gallani
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
By:
|
/s/ Aimee Sunaryo
|
|
|
Name:
|
Aimee Sunaryo
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
People’s United Bank, National
|
|
|
|
Association,
as a Lender
|
|
|
|
By:
|
/s/ Kathryn Williams
|
|
|
Name:
|
Kathryn Williams
|
|
|
Title:
|
SVP
|
|
|
|
|
|
|
|
|
|
|
Bank of Communications Co., Ltd., New
|
|
|
|
York Branch
, as a Lender
|
|
|
|
By:
|
/s/ Ting Hua
|
|
|
Name:
|
Ting Hua
|
|
|
Title:
|
Deputy General Manager
|
|
|
|
|
|
|
|
|
|
|
FIRST HAWAIIAN BANK
, as a Lender
|
|
|
|
By:
|
/s/ Dawn Hofmann
|
|
|
Name:
|
Dawn Hofmann
|
|
|
Title:
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
The Bank of East Asia, Limited, New York Branch
, as a Lender
|
|
|
|
By:
|
/s/ James Hua
|
|
|
Name:
|
James Hua
|
|
|
Title:
|
SVP
|
|
|
|
|
|
|
By:
|
/s/ Victor Li
|
|
|
Name:
|
Victor Li
|
|
|
Title:
|
General Manager
|
|
|
|
|
|
|
|
|
|
|
Banco de Sabadell, S.A., Miami Branch,
|
|
|
|
as a Lender
|
|
|
|
By:
|
/s/ Ignacio Alcaraz
|
|
|
Name:
|
Ignacio Alcaraz
|
|
|
Title:
|
Head of Structured Finance
|
|
|
|
Americas
|
|
|
|
|
|
|
|
|
|
|
Bank of Taiwan, New York Branch
as a Lender
|
|
|
|
By:
|
/s/ Yue-Li Shih
|
|
|
Name:
|
Yue-Li Shih
|
|
|
Title:
|
SVP & General Manager
|
|
|
|
|
|
|
|
|
|
|
Hua Nan Commercial Bank, Los Angeles Branch
, as a Lender
|
|
|
|
By:
|
/s/ Hsu Tau-Yuh
|
|
|
Name:
|
HSU TAU-YUH
|
|
|
Title:
|
VP & General Manager
|
|
|
|
|
|
|
|
|
|
|
Apple Bank for Savings,
as a Lender
|
|
|
|
By:
|
/s/ Jonathan C. Byron
|
|
|
Name:
|
Jonathan C. Byron
|
|
|
Title:
|
Senior Vice President
|
|
|
|
Export Credit & Corporate Finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E.SUN COMMERCIAL BANK, LTD.,
|
|
|
|
LOS ANGELES BRANCH,
as a Lender
|
|
|
|
By:
|
/s/ Edward Chen
|
|
|
Name:
|
Edward Chen
|
|
|
Title:
|
SVP & General Manager
|
|
|
|
|
|
|
|
|
|
|
Land Bank of Taiwan, New York Branch,
|
|
|
|
as a Lender
|
|
|
|
By:
|
/s/ Arthur Chen
|
|
|
Name:
|
Arthur Chen
|
|
|
Title:
|
General Manager
|
|
|
|
|
|
|
|
|
|
|
Mega International Commercial Bank Co., Ltd. New York Branch,
as a Lender
|
|
|
|
By:
|
/s/ Pi-Kai Liu
|
|
|
Name:
|
Pi-Kai Liu
|
|
|
Title:
|
AVP
|
|
|
|
|
|
|
|
|
|
|
American Savings Bank, F.S.B.,
as a Lender
|
|
|
|
By:
|
/s/ Cyd Miyashiro
|
|
|
Name:
|
Cyd Miyashiro
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
|
|
|
|
|
|
|
|
Banco de Crédito e Inversiones, S.A., Miami Branch
as an Assignor
|
|
|
|
By:
|
/s/ Juan Segundo
|
|
|
Name:
|
Juan Segundo
|
|
|
Title:
|
Head of Corporate Banking
|
|
|
|
|
|
|
By:
|
/s/ Linda D. Benford
|
|
|
Name:
|
Linda D. Benford
|
|
|
Title:
|
Senior Vice President
|
|
|
|
Bci Miami
|
|
|
|
|
|
|
|
|
|
|
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
|
|
|
|
|
|
|
|
Case Western Reserve University
, as an
|
|
|
|
Assignor
|
|
|
|
|
|
|
|
Lord, Abbett & Co. LLC, as investment adviser on behalf of Case Western Reserve University
|
|
|
|
By:
|
/s/ Lawrence B. Stoller
|
|
|
Name:
|
Lawrence B. Stoller
|
|
|
Title:
|
Member & Senior Deputy
|
|
|
|
General Counsel
|
|
|
|
|
|
|
|
|
|
|
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
|
|
|
|
|
|
|
|
JM Family Enterprises, Inc.
, as an
|
|
|
|
Assignor
|
|
|
|
|
|
|
|
Lord, Abbett & Co. LLC, as investment adviser on behalf of JM Family Enterprises, Inc.
|
|
|
|
By:
|
/s/ Lawrence B. Stoller
|
|
|
Name:
|
Lawrence B. Stoller
|
|
|
Title:
|
Member & Senior Deputy
|
|
|
|
General Counsel
|
|
|
|
|
|
|
|
|
|
|
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
|
|
|
|
|
|
|
|
Lord Abbett Inflation Focused Fund
, as
|
|
|
|
an Assignor
|
|
|
|
|
|
|
|
Lord, Abbett & Co. LLC, as investment adviser on behalf of Lord Abbett Inflation Focused Fund
|
|
|
|
By:
|
/s/ Lawrence B. Stoller
|
|
|
Name:
|
Lawrence B. Stoller
|
|
|
Title:
|
Member & Senior Deputy
|
|
|
|
General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
|
|
|
|
|
|
|
|
Lord Abbett Series Fund - Short
|
|
|
|
Duration Income
, as an Assignor
|
|
|
|
|
|
|
|
Lord, Abbett & Co. LLC, as investment adviser on behalf of Lord Abbett Series Fund - Short Duration Income
|
|
|
|
By:
|
/s/ Lawrence B. Stoller
|
|
|
Name:
|
Lawrence B. Stoller
|
|
|
Title:
|
Member & Senior Deputy
|
|
|
|
General Counsel
|
|
|
|
|
|
|
|
|
|
|
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
|
|
|
|
|
|
|
|
Lord Abbett Short Duration Credit
|
|
|
|
Trust
, as an Assignor
|
|
|
|
|
|
|
|
Lord, Abbett & Co. LLC, as investment adviser on behalf of Lord Abbett Short Duration Credit Trust
|
|
|
|
By:
|
/s/ Lawrence B. Stoller
|
|
|
Name:
|
Lawrence B. Stoller
|
|
|
Title:
|
Member & Senior Deputy
|
|
|
|
General Counsel
|
|
|
|
|
|
|
|
|
|
|
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
|
|
|
|
|
|
|
|
Lord Abbett Short Duration Income
|
|
|
|
Fund
, as an Assignor
|
|
|
|
|
|
|
|
Lord, Abbett & Co. LLC, as investment adviser on behalf of Lord Lord Abbett Short Duration Income Fund
|
|
|
|
By:
|
/s/ Lawrence B. Stoller
|
|
|
Name:
|
Lawrence B. Stoller
|
|
|
Title:
|
Member & Senior Deputy
|
|
|
|
General Counsel
|
|
|
|
|
|
|
|
|
|
|
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
|
|
|
|
|
|
|
|
Lord Abbett Short Duration Income Fund
|
|
|
|
UCITS
, as an Assignor
|
|
|
|
|
|
|
|
Lord, Abbett & Co. LLC, as investment adviser on behalf of Lord Abbett Short Duration Income Fund UCITS
|
|
|
|
By:
|
/s/ Lawrence B. Stoller
|
|
|
Name:
|
Lawrence B. Stoller
|
|
|
Title:
|
Member & Senior Deputy
|
|
|
|
General Counsel
|
|
|
|
|
|
|
|
|
|
|
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
|
|
|
|
|
|
|
|
University of Wisconsin Foundation -
|
|
|
|
Callable
, as an Assignor
|
|
|
|
|
|
|
|
Lord, Abbett & Co. LLC, as investment adviser on behalf of University of Wisconsin Foundation - Callable
|
|
|
|
By:
|
/s/ Lawrence B. Stoller
|
|
|
Name:
|
Lawrence B. Stoller
|
|
|
Title:
|
Member & Senior Deputy
|
|
|
|
General Counsel
|
|
|
|
|
|
|
|
|
|
|
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
|
|
|
|
|
|
|
|
University of Wisconsin Foundation -
|
|
|
|
Endowment
, as an Assignor
|
|
|
|
|
|
|
|
Lord, Abbett & Co. LLC, as investment adviser on behalf of University of Wisconsin - Endowment
|
|
|
|
By:
|
/s/ Lawrence B. Stoller
|
|
|
Name:
|
Lawrence B. Stoller
|
|
|
Title:
|
Member & Senior Deputy
|
|
|
|
General Counsel
|
Entity
|
Term Loan Amounts
|
|
|
MIZUHO BANK (USA)
|
|
$40,000,000.00
|
|
TD BANK, N.A.
|
40,000,000.00
|
|
|
BANK OF AMERICA, N.A.
|
40,000,000.00
|
|
|
BARCLAYS BANK PLC
|
40,000,000.00
|
|
|
CITIBANK, N.A.
|
40,000,000.00
|
|
|
JPMORGAN CHASE BANK, N.A.
|
40,000,000.00
|
|
|
MUFG BANK, LTD.
|
24,000,000.00
|
|
|
MORGAN STANLEY BANK, N.A.
|
16,000,000.00
|
|
|
ROYAL BANK OF CANADA
|
15,000,000.00
|
|
|
CITY NATIONAL BANK
|
25,000,000.00
|
|
|
THE BANK OF NOVA SCOTIA
|
18,000,000.00
|
|
|
BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH
|
18,000,000.00
|
|
|
SANTANDER BANK, N.A.
|
18,000,000.00
|
|
|
SOCIETE GENERALE
|
18,000,000.00
|
|
|
SUMITOMO MITSUI BANKING CORP.
|
18,000,000.00
|
|
|
COBANK ACB
|
225,000,000.00
|
|
|
COMMERZBANK AG, NEW YORK BRANCH
|
15,000,000.00
|
|
|
FIFTH THIRD BANK
|
15,000,000.00
|
|
|
GOLDMAN SACHS BANK USA
|
15,000,000.00
|
|
|
HSBC BANK USA, NA
|
15,000,000.00
|
|
|
ING CAPITAL LLC
|
15,000,000.00
|
|
|
PEOPLE'S UNITED BANK, NATIONAL ASSOCIATION
|
50,000,000.00
|
|
|
BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH
|
40,000,000.00
|
|
|
FIRST HAWAIIAN BANK
|
35,000,000.00
|
|
|
THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH
|
35,000,000.00
|
|
|
BANCO DE SABADELL, S.A., MIAMI BRANCH
|
22,500,000.00
|
|
|
BANK OF TAIWAN, NEW YORK BRANCH
|
20,000,000.00
|
|
|
HUA NAN COMMERCIAL BANK, LOS ANGELES BRANCH
|
20,000,000.00
|
|
|
APPLE BANK FOR SAVINGS
|
15,000,000.00
|
|
|
E.SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH
|
15,000,000.00
|
|
|
LAND BANK OF TAIWAN, NEW YORK BRANCH
|
15,000,000.00
|
|
|
MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH
|
12,500,000.00
|
|
|
AMERICAN SAVINGS BANK, F.S.B.
|
10,000,000.00
|
|
|
Total:
|
|
$1,000,000,000
|
|
COMPANY:
|
|
AMERICAN TOWER CORPORATION
|
|
|
|
By:
|
/s/ Thomas A. Bartlett
|
|
|
Name:
|
Thomas A. Bartlett
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
LENDERS
|
|
TORONTO DOMINION (TEXAS) LLC
, as Administrative Agent
|
|
|
|
By:
|
/s/ Shirley Choy
|
|
|
Name:
|
Shirley Choy
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
THE TORONTO-DOMINION BANK, New York Branch
, as a Lender
|
|
|
|
By:
|
/s/ Shirley Choy
|
|
|
Name:
|
Shirley Choy
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
Mizuho Bank, Ltd.
, as a Lender
|
|
|
|
By:
|
/s/ Donna DeMagistris
|
|
|
Name:
|
Donna DeMagistris
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
Bank of America, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Kyle Oberkrom
|
|
|
Name:
|
Kyle Oberkrom
|
|
|
Title:
|
Associate
|
|
|
|
|
|
|
|
|
|
|
BARCLAYS BANK PLC
, as a Lender
|
|
|
|
By:
|
/s/ Craig Malloy
|
|
|
Name:
|
Craig Malloy
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
CITIBANK, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Michael Vondriska
|
|
|
Name:
|
Michael Vondriska
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
JPMorgan Chase Bank N.A.,
as a Lender
|
|
|
|
By:
|
/s/ Inderjeet Aneja
|
|
|
Name:
|
Inderjeet Aneja
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
|
|
|
|
as a Lender
|
|
|
|
By:
|
/s/ Matthew Hillman
|
|
|
Name:
|
Matthew Hillman
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
MORGAN STANLEY BANK, N.A.
, as a Lender
|
|
|
|
By:
|
/s/ Michael King
|
|
|
Name:
|
Michael King
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
ROYAL BANK OF CANADA
, as a Lender
|
|
|
|
By:
|
/s/ Alexander Oliver
|
|
|
Name:
|
Alexander Oliver
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
Banco Bilbao Vizcaya Argentaria, S.A.
|
|
|
|
New York Branch
, as a Lender
|
|
|
|
By:
|
/s/ Cara Younger
|
|
|
Name:
|
Cara Younger
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
Banco Bilbao Vizcaya Argentaria, S.A.
|
|
|
|
New York Branch
, as a Lender
|
|
|
|
By:
|
/s/ Miriam Trautmann
|
|
|
Name:
|
Miriam Trautmann
|
|
|
Title:
|
Sr. Vice President
|
|
|
|
|
|
|
|
|
|
|
BANCO SANTANDER, S.A.,
NEW
|
|
|
|
YORK BRANCH
, as a Lender
|
|
|
|
By:
|
/s/ Juan Galan
|
|
|
Name:
|
Juan Galan
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
By:
|
/s/ Terence Corcoran
|
|
|
Name:
|
Terence Corcoran
|
|
|
Title:
|
Executive Director
|
|
|
|
|
|
|
|
|
|
|
THE BANK OF NOVA SCOTIA
, as a
|
|
|
|
Lender
|
|
|
|
By:
|
/s/ Laura Gimena
|
|
|
Name:
|
Laura Gimena
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
SOCIETE GENERALE
, as a Lender
|
|
|
|
By:
|
/s/ John Hogan
|
|
|
Name:
|
John Hogan
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
Sumitomo Mitsui Banking Corp.
, as a Lender
|
|
|
|
By:
|
/s/ Katsuyuki Kubo
|
|
|
Name:
|
Katsuyuki Kubo
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
GOLDMAN SACHS BANK USA
, as a Lender
|
|
|
|
By:
|
/s/ Rebecca Kratz
|
|
|
Name:
|
Rebecca Kratz
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
Commerzbank AG, New York Branch
as a Lender
|
|
|
|
By:
|
/s/ Paolo de Alessandrini
|
|
|
Name:
|
Paolo de Alessandrini
|
|
|
Title:
|
TMT Sector Head
|
|
|
|
|
|
|
Commerzbank AG, New York Branch
as a Lender
|
|
|
|
By:
|
/s/ Neil Kiernan
|
|
|
Name:
|
Neil Kiernan
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
FIFTH THIRD BANK
, as a Lender
|
|
|
|
By:
|
/s/ Eric Oberfield
|
|
|
Name:
|
Eric Oberfield
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
ING Capital LLC
, as a Lender
|
|
|
|
By:
|
/s/ Valtin Gallani
|
|
|
Name:
|
Valtin Gallani
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
By:
|
/s/ Aimee Sunaryo
|
|
|
Name:
|
Aimee Sunaryo
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
|
|
CoBank ACB, as a Lender
|
|
|
|
By:
|
/s/ Gary Franke
|
|
|
Name:
|
Gary Franke
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
HSBC Bank USA, NA
, as a Lender
|
|
|
|
By:
|
/s/ Brett Bonet
|
|
|
Name:
|
Brett Bonet
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entity
|
Revolving Loan Commitment
|
||
The Toronto-Dominion Bank, New York Branch
|
|
$187,000,000.00
|
|
Mizuho Bank, Ltd.
|
187,000,000.00
|
|
|
Bank of America, N.A.
|
187,000,000.00
|
|
|
Barclays Bank PLC
|
187,000,000.00
|
|
|
Citibank, N.A.
|
187,000,000.00
|
|
|
JPMorgan Chase Bank, N.A.
|
187,000,000.00
|
|
|
MUFG Bank, Ltd.
|
112,200,000.00
|
|
|
Morgan Stanley Bank, N.A.
|
74,800,000.00
|
|
|
Royal Bank of Canada
|
187,000,000.00
|
|
|
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
|
161,000,000.00
|
|
|
Banco Santander, S.A., New York Branch
|
161,000,000.00
|
|
|
The Bank of Nova Scotia
|
161,000,000.00
|
|
|
Societe Generale
|
161,000,000.00
|
|
|
Sumitomo Mitsui Banking Corp.
|
161,000,000.00
|
|
|
Goldman Sachs Bank USA
|
134,000,000.00
|
|
|
Commerzbank AG, New York Branch
|
125,000,000.00
|
|
|
Fifth Third Bank
|
95,000,000.00
|
|
|
ING Capital LLC
|
95,000,000.00
|
|
|
CoBank ACB
|
50,000,000.00
|
|
|
HSBC Bank USA, NA
|
50,000,000.00
|
|
|
Total:
|
|
$2,850,000,000
|
|
Exhibit 10.59
EXECUTION COPY
TERM LOAN AGREEMENT
AMONG
AMERICAN TOWER CORPORATION,
AS BORROWER;
MIZUHO BANK, LTD.
AS ADMINISTRATIVE AGENT FOR THE LENDERS;
AND
THE FINANCIAL INSTITUTIONS WHOSE NAMES APPEAR
AS LENDERS ON THE SIGNATURE PAGES HEREOF;
AND WITH
THE BANK OF NOVA SCOTIA
AND
TD SECURITIES (USA) LLC
AS CO-SYNDICATION AGENTS;
AND
MIZUHO BANK, LTD.
THE BANK OF NOVA SCOTIA
AND
TD SECURITIES (USA) LLC
AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS
DATED AS OF FEBRUARY 14, 2019
Table of Contents
Page | ||||||
ARTICLE 1DEFINITIONS |
1 | |||||
Section 1.1 |
Definitions | 1 | ||||
Section 1.2 |
Interpretation | 17 | ||||
Section 1.3 |
Cross References | 17 | ||||
Section 1.4 |
Accounting Provisions | 18 | ||||
ARTICLE 2LOANS |
18 | |||||
Section 2.1 |
The Term Loans | 18 | ||||
Section 2.2 |
Manner of Advance and Disbursement | 18 | ||||
Section 2.3 |
Interest | 20 | ||||
Section 2.4 |
Fees | 22 | ||||
Section 2.5 |
[Intentionally Omitted] | 22 | ||||
Section 2.6 |
Prepayments and Repayments | 22 | ||||
Section 2.7 |
Notes; Loan Accounts | 22 | ||||
Section 2.8 |
Manner of Payment | 23 | ||||
Section 2.9 |
Reimbursement | 24 | ||||
Section 2.10 |
Pro Rata Treatment | 24 | ||||
Section 2.11 |
Capital Adequacy | 25 | ||||
Section 2.12 |
Lender Tax Forms | 26 | ||||
Section 2.13 |
Incremental Term Loans | 27 | ||||
Section 2.14 |
Defaulting Lender | 28 | ||||
ARTICLE 3CONDITIONS PRECEDENT |
28 | |||||
Section 3.1 |
Conditions Precedent to Effectiveness of this Agreement | 28 | ||||
ARTICLE 4REPRESENTATIONS AND WARRANTIES |
29 | |||||
Section 4.1 |
Representations and Warranties | 29 | ||||
Section 4.2 |
Survival of Representations and Warranties, Etc. | 32 | ||||
ARTICLE 5GENERAL COVENANTS |
33 | |||||
Section 5.1 |
Preservation of Existence and Similar Matters | 33 | ||||
Section 5.2 |
Compliance with Applicable Law | 33 | ||||
Section 5.3 |
Maintenance of Properties | 33 | ||||
Section 5.4 |
Accounting Methods and Financial Records | 33 | ||||
Section 5.5 |
Insurance | 33 | ||||
Section 5.6 |
Payment of Taxes and Claims | 33 | ||||
Section 5.7 |
Visits and Inspections | 34 | ||||
Section 5.8 |
Use of Proceeds | 34 | ||||
Section 5.9 |
Maintenance of REIT Status | 34 | ||||
Section 5.10 |
Senior Credit Facilities | 34 | ||||
ARTICLE 6INFORMATION COVENANTS |
35 | |||||
Section 6.1 |
Quarterly Financial Statements and Information | 35 |
(i)
Section 6.2 |
Annual Financial Statements and Information | 35 | ||||
Section 6.3 |
Performance Certificates | 36 | ||||
Section 6.4 |
Copies of Other Reports | 36 | ||||
Section 6.5 |
Notice of Litigation and Other Matters | 36 | ||||
Section 6.6 |
Certain Electronic Delivery; Public Information | 37 | ||||
Section 6.7 |
Know Your Customer Information | 38 | ||||
ARTICLE 7NEGATIVE COVENANTS |
38 | |||||
Section 7.1 |
Indebtedness; Guaranties of the Borrower and its Subsidiaries | 38 | ||||
Section 7.2 |
Limitation on Liens | 40 | ||||
Section 7.3 |
Liquidation, Merger or Disposition of Assets | 40 | ||||
Section 7.4 |
Restricted Payments | 41 | ||||
Section 7.5 |
Senior Secured Leverage Ratio | 42 | ||||
Section 7.6 |
Total Borrower Leverage Ratio | 42 | ||||
Section 7.7 |
Interest Coverage Ratio | 42 | ||||
Section 7.8 |
Affiliate Transactions | 42 | ||||
Section 7.9 |
Restrictive Agreements | 43 | ||||
Section 7.10 |
Use of Proceeds | 43 | ||||
ARTICLE 8DEFAULT |
43 | |||||
Section 8.1 |
Events of Default | 43 | ||||
Section 8.2 |
Remedies | 46 | ||||
Section 8.3 |
Payments Subsequent to Declaration of Event of Default | 46 | ||||
ARTICLE 9THE ADMINISTRATIVE AGENT |
47 | |||||
Section 9.1 |
Appointment and Authorization | 47 | ||||
Section 9.2 |
Rights as a Lender | 47 | ||||
Section 9.3 |
Exculpatory Provisions | 47 | ||||
Section 9.4 |
Reliance by Administrative Agent | 48 | ||||
Section 9.5 |
Resignation of Administrative Agent | 48 | ||||
Section 9.6 |
Non-Reliance on Administrative Agent and Other Lenders | 49 | ||||
Section 9.7 |
Indemnification | 50 | ||||
Section 9.8 |
No Responsibilities of the Agents | 50 | ||||
Section 9.9 |
Lender ERISA Matters | 50 | ||||
ARTICLE 10CHANGES IN CIRCUMSTANCES AFFECTING LIBOR ADVANCES AND INCREASED COSTS |
50 | |||||
Section 10.1 |
LIBOR Basis Determination Inadequate or Unfair | 50 | ||||
Section 10.2 |
Illegality | 51 | ||||
Section 10.3 |
Increased Costs and Additional Amounts | 52 | ||||
Section 10.4 |
Effect On Other Advances | 54 | ||||
Section 10.5 |
Claims for Increased Costs and Taxes; Replacement Lenders | 55 | ||||
ARTICLE 11MISCELLANEOUS |
55 | |||||
Section 11.1 |
Notices | 55 | ||||
Section 11.2 |
Expenses | 57 | ||||
Section 11.3 |
Waivers | 58 |
(ii)
Section 11.4 |
Assignment and Participation | 58 | ||||
Section 11.5 |
Indemnity | 62 | ||||
Section 11.6 |
Counterparts | 63 | ||||
Section 11.7 |
Governing Law; Jurisdiction | 63 | ||||
Section 11.8 |
Severability | 64 | ||||
Section 11.9 |
Interest | 64 | ||||
Section 11.10 |
Table of Contents and Headings | 64 | ||||
Section 11.11 |
Amendment and Waiver | 64 | ||||
Section 11.12 |
Entire Agreement | 66 | ||||
Section 11.13 |
Other Relationships; No Fiduciary Relationships | 66 | ||||
Section 11.14 |
Directly or Indirectly | 66 | ||||
Section 11.15 |
Reliance on and Survival of Various Provisions | 66 | ||||
Section 11.16 |
Senior Debt | 67 | ||||
Section 11.17 |
Obligations | 67 | ||||
Section 11.18 |
Confidentiality | 67 | ||||
Section 11.19 |
USA PATRIOT ACT Notice | 67 | ||||
Section 11.20 |
Acknowledgement and Consent to Bail-In of EEA Financial Institutions | 67 | ||||
Section 11.21 |
Right of Set-off | 68 | ||||
ARTICLE 12WAIVER OF JURY TRIAL |
68 | |||||
Section 12.1 |
Waiver of Jury Trial | 69 |
(iii)
EXHIBITS
Exhibit A |
Form of Request for Advance | |
Exhibit B |
[Reserved] | |
Exhibit C |
Form of Note | |
Exhibit D |
Form of Loan Certificate | |
Exhibit E |
Form of Performance Certificate | |
Exhibit F |
Form of Assignment and Assumption |
SCHEDULES
Schedule 1 |
Commitments | |
Schedule 2 |
Subsidiaries on the Agreement Date | |
Schedule 3 |
Administrative Agents Office, Certain Notice Addresses |
(iv)
TERM LOAN AGREEMENT
This Term Loan Agreement is made as of February 14, 2019, by and among AMERICAN TOWER CORPORATION , a Delaware corporation, as Borrower, Mizuho Bank, Ltd., as Administrative Agent, and the financial institutions whose names appear as lenders on the signature page hereof (together with any permitted successors and assigns of the foregoing).
NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereby agree as follows:
ARTICLE 1DEFINITIONS
Section 1.1 Definitions . For the purposes of this Agreement:
ABS Facility shall mean one or more secured loans, borrowings or facilities that may be included in a commercial real estate securitization transaction.
Acquisition shall mean (whether by purchase, lease, exchange, issuance of stock or other equity or debt securities, merger, reorganization or any other method) (i) any acquisition by the Borrower or any of its Subsidiaries of any Person that is not a Subsidiary of the Borrower, which Person shall then become consolidated with the Borrower or such Subsidiary in accordance with GAAP; (ii) any acquisition by the Borrower or any of its Subsidiaries of all or any substantial part of the assets of any Person that is not a Subsidiary of the Borrower; (iii) any acquisition by the Borrower or any of its Subsidiaries of any business (or related contracts) primarily engaged in the tower, tower management or related businesses; or (iv) any acquisition by the Borrower or any of its Subsidiaries of any communications towers or communications tower sites.
Adjusted EBITDA shall mean, for the twelve (12) month period preceding the calculation date, for any Person, the sum of (a) Net Income, plus (b) to the extent deducted in determining Net Income, the sum, without duplication, of such Persons (i) Interest Expense, (ii) income tax expense, including, without limitation, taxes paid or accrued based on income, profits or capital, including state, franchise and similar taxes and foreign withholding taxes, (iii) depreciation and amortization (including, without limitation, amortization of goodwill and other intangible assets), (iv) extraordinary losses and non-recurring non-cash charges and expenses, (v) all other non-cash charges, expenses and interest (including, without limitation, any non-cash losses in respect of Hedge Agreements, non-cash impairment charges, non-cash valuation charges for stock option grants or vesting of restricted stock awards or any other non-cash compensation charges, and losses from the early extinguishment of Indebtedness), (vi) non-recurring integration costs and expenses resulting from operational changes and improvements (including, without limitation, severance costs and business optimization expenses) and (vii) non-recurring charges and expenses, restructuring charges, transaction expenses (including, without limitation, transaction expenses incurred in connection with any merger or acquisition) and underwriters fees, and severance and retention payments in connection with any merger or acquisition, in each case for such period, less extraordinary gains and cash payments (not
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otherwise deducted in determining Net Income) made during such period with respect to non-cash charges that were added back in a prior period; provided , however , (A) with respect to any Person that became a Subsidiary of the Borrower, or was merged with or consolidated into the Borrower or any of its Subsidiaries, during such period, or any acquisition by the Borrower or any of its Subsidiaries of the assets of any Person during such period, Adjusted EBITDA shall, at the option of the Borrower in respect of any or all of the foregoing, also include the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such acquisition, merger or consolidation, including any concurrent transaction entered into by such Person or with respect to such assets as part of such acquisition, merger or consolidation, had occurred on the first day of such period and (B) with respect to any Person that has ceased to be a Subsidiary of the Borrower during such period, or any material assets of the Borrower or any of its Subsidiaries sold or otherwise disposed of by the Borrower or any of its Subsidiaries during such period, Adjusted EBITDA shall exclude the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such sale or disposition of such Subsidiary or such assets had occurred on the first day of such period.
Administrative Agent shall mean Mizuho Bank, Ltd., in its capacity as Administrative Agent for the Lenders, or any successor Administrative Agent appointed pursuant to Section 9.5 hereof.
Administrative Agents Office shall mean the Administrative Agents address and, as appropriate, account as set forth on Schedule 3 , or such other address or account as may be designated pursuant to the provisions of Section 11.1 hereof.
Advance shall mean, initially, the borrowing consisting of simultaneous Loans by the Lenders. After the Loans are outstanding, Advance shall mean the aggregate amounts advanced by the Lenders to the Borrower pursuant to Article 2 hereof and having the same Interest Rate Basis and Interest Period; and Advances shall mean more than one Advance.
Affected Lender shall have the meaning ascribed thereto in Section 10.5 hereof.
Affiliate shall mean, with respect to a Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such first Person. For purposes of this definition, control, when used with respect to any Person, means the power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.
Agreement shall mean this Term Loan Agreement, as amended, supplemented, restated or otherwise modified in writing from time to time.
Agreement Date shall mean February 14, 2019.
Applicable Debt Rating shall mean the highest Debt Rating received from any of Standard and Poors, Moodys and Fitch; provided that if the lowest Debt Rating received from any such rating agency is two or more rating levels below the highest Debt Rating received from any such rating agent, the Applicable Debt Rating shall be the level that is one level below the highest of such Debt Ratings; provided , however , that if two ratings are at the same highest level, the Applicable Debt Rating shall be the highest level.
-2-
Applicable Law shall mean, in respect of any Person, all provisions of constitutions, statutes, treaties, rules, regulations and orders of governmental bodies or regulatory agencies applicable to such Person, including, without limiting the foregoing, the Licenses, the Communications Act, zoning ordinances and all environmental laws, and all orders, decisions, judgments and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party or by which it is bound.
Applicable Margin shall mean the interest rate margin applicable to Base Rate Advances and LIBOR Advances, as the case may be, in each case determined in accordance with Section 2.3(f) hereof.
Assignment and Assumption shall mean an Assignment and Assumption agreement substantially in the form of Exhibit F attached hereto.
Attributable Debt in respect of any Sale and Leaseback Transaction shall mean, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended). Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.
Authorized Signatory shall mean such senior personnel of a Person as may be duly authorized and designated in writing by such Person to execute documents, agreements and instruments on behalf of such Person.
Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
Base Rate shall mean for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest most recently published in the Money Rates section of The Wall Street Journal from time to time as the Prime Rate in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the bank prime loan rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Any change in such prime rate shall take effect at the opening of business on the day specified in the public announcement of such change.
Base Rate Advance shall mean an Advance which the Borrower requests to be made as a Base Rate Advance or is Converted to a Base Rate Advance, in accordance with the provisions of Section 2.2 hereof, and which shall be in a principal amount of at least $1,000,000.00 and in an integral multiple of $500,000.00.
-3-
Base Rate Basis shall mean a simple interest rate equal to the sum of (i) the Base Rate and (ii) the Applicable Margin applicable to Base Rate Advances for the applicable Loans. The Base Rate Basis shall be adjusted automatically as of the opening of business on the effective date of each change in the Base Rate to account for such change, and shall also be adjusted to reflect changes of the Applicable Margin applicable to Base Rate Advances.
Borrower shall mean American Tower Corporation, a Delaware corporation.
Borrower Materials shall have the meaning ascribed thereto in Section 6.6 hereof.
Business Day shall mean any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of New York and, if such day relates to any Eurodollar Rate Loan, Business Day also means any such day that is also a London Banking Day.
Capitalized Lease Obligation shall mean that portion of any obligation of a Person as lessee under a lease which at the time would be required to be capitalized on the balance sheet of such lessee in accordance with GAAP.
Cash Equivalents shall mean cash equivalents as defined under and determined in accordance with generally accepted accounting principles.
Change of Control shall mean (a) the acquisition, directly or indirectly, by any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) of more than fifty percent (50%) of the voting power of the voting stock of either the Borrower (if the Borrower is not a Subsidiary of any Person) or of the ultimate parent entity of which the Borrower is a Subsidiary (if the Borrower is a Subsidiary of any Person), as the case may be, by way of merger or consolidation or otherwise, or (b) a change shall occur in a majority of the members of the Borrowers board of directors (including the Chairman and President) within a year-long period such that such majority shall no longer consist of Continuing Directors.
Co-Syndication Agents shall mean The Bank of Nova Scotia and TD Securities (USA) LLC.
Code shall mean the Internal Revenue Code of 1986, as amended from time to time.
Commitments shall mean, the Term Loan Commitments and the Incremental Term Loan Commitments.
Communications Act shall mean the Communications Act of 1934, and any similar or successor Federal statute, and the rules and regulations of the FCC or other similar or successor agency thereunder, all as the same may be in effect from time to time.
Consolidated Total Assets shall mean as of any date the total assets of the Borrower and its Subsidiaries on a consolidated basis shown on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date and determined in accordance with GAAP.
-4-
Continue , Continuation , Continuing and Continued shall mean the continuation pursuant to Article 2 hereof of a LIBOR Advance as a LIBOR Advance from one Interest Period to a different Interest Period.
Continuing Director means a director who either (a) was a member of the Borrowers board of directors on the date of this Agreement, (b) becomes a member of the Borrowers board of directors subsequent to the date of this Agreement and whose appointment, election or nomination for election by the Borrowers stockholders is duly approved by a majority of the directors referred to in clause (a) above constituting at the time of such appointment, election or nomination at least a majority of that board, or (c) becomes a member of the Borrowers board of directors subsequent to the date of this Agreement and whose appointment, election or nomination for election by the Borrowers stockholders is duly approved by a majority of the directors referred to in clauses (a) and (b) above constituting at the time of such appointment, election or nomination at least a majority of that board.
Convert , Conversion and Converted shall mean a conversion pursuant to Article 2 hereof of a LIBOR Advance into a Base Rate Advance or of a Base Rate Advance into a LIBOR Advance, as applicable.
Debt Rating shall mean, as of any date, the senior unsecured debt rating of the Borrower that has been most recently announced by Standard and Poors, Moodys or Fitch, as the case may be.
Default shall mean any Event of Default, and any of the events specified in Section 8.1 hereof, regardless of whether there shall have occurred any passage of time or giving of notice, or both, that would be necessary in order to constitute such event an Event of Default.
Default Rate shall mean a simple per annum interest rate equal to the sum of (a) the then applicable Interest Rate Basis (including the Applicable Margin), and (b) two percent (2.0%).
Defaulting Lender means, subject to Section 2.14 , any Lender that, as determined by the Administrative Agent, has, or has a direct or indirect parent company that has, (i) become the subject of a voluntary proceeding under any bankruptcy or other debtor relief law or has become the subject of a Bail-In Action, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any voluntary or involuntary proceeding under any bankruptcy or other debtor relief law or any such appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a governmental authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such governmental authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (i) through (iii) above shall be conclusive and binding absent
-5-
manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.14) upon delivery of written notice of such determination to the Borrower and each Lender.
Designated Person means a person or entity (a) listed in the annex to, or otherwise subject to the provisions of, any Executive Order (as defined in the definition of Sanctions Laws and Regulations), (b) named as a Specifically Designated National and Blocked Person ( SDN ) on the most current list published by the U.S. Department of the Treasury Office of Foreign Assets Control at its official website or any replacement website or other replacement official publication of such list, (c) any Person listed in any Sanctions-related list of designated Persons maintained by the United Nations Security Council, the European Union or any EU member state, (d) any Person operating, organized or resident in a Sanctioned Country or (e) in which an entity or person on the SDN List (or any combination of such entities or persons) has 50% or greater direct or indirect ownership interest or that is otherwise controlled, directly or indirectly, by an entity or person on the SDN List (or any combination of such entities or persons).
EEA Financial Institution means (a) any credit institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country means any of the member states of the European Union, Iceland, Liechtenstein and Norway.
EEA Resolution Authority means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
ERISA shall mean the Employee Retirement Income Security Act of 1974, as in effect from time to time.
ERISA Affiliate shall mean any Person, including a Subsidiary or an Affiliate of the Borrower, that is a member of any group of organizations of which the Borrower is a member and is treated as a single employer with the Borrower under Section 414 of the Code.
EU Bail-In Legislation Schedule means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
Eurodollar Rate means, for any Interest Period with respect to a LIBOR Advance, the rate per annum equal to the ICE Benchmark Administration Settlement Rate (or, if the ICE Benchmark Administration is no longer making such a rate available, such other commercially available source providing quotations of LIBOR as reasonably selected by the Administrative Agent from time to time) ( LIBOR ), as published by Reuters (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to
-6-
the commencement of such Interest Period, for US Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that if the Eurodollar Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Eurodollar Reserve Percentage shall mean the percentage which is in effect from time to time under Regulation D of the Board of Governors of the Federal Reserve System, as such regulation may be amended from time to time, as the maximum reserve requirement applicable with respect to Eurocurrency Liabilities (as that term is defined in Regulation D), whether or not any Lender has any such Eurocurrency Liabilities subject to such reserve requirement at that time.
Event of Default shall mean any of the events specified in Section 8.1 hereof; provided , however , that any requirement stated therein for notice or lapse of time, or both, has been satisfied.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended.
Existing Credit Agreements shall have the meaning ascribed thereto in Section 5.10 hereof.
FATCA shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.
FCC shall mean the Federal Communications Commission, or any other similar or successor agency of the Federal government administering the Communications Act.
Federal Funds Rate shall mean, for any period, a fluctuating interest rate per annum equal for each day during such period to the rate published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York for overnight Federal funds transactions with members of the Federal Reserve System, or, if such rate is not so published for any day that is a Business Day, the quotation for such day on such transactions received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided that if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Fitch shall mean Fitch, Inc. (Fitch Ratings), and its successors.
Foreign Subsidiary shall mean a Subsidiary whose place of registration, incorporation, organization or domicile is outside of the United States of America.
Funds From Operations means net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property and extraordinary and unusual items, plus depreciation, amortization and dividends declared on preferred stock, and after adjustments for unconsolidated minority interests, on a consolidated basis for the Borrower and its Subsidiaries.
-7-
GAAP shall mean generally accepted accounting principles in the United States, consistently applied and as in effect on December 31, 2018.
Granting Lender shall have the meaning ascribed thereto in Section 11.4(f) hereof.
Guaranty , as applied to an obligation, shall mean and include (a) a guaranty, direct or indirect, in any manner, of all or any part of such obligation, and (b) any agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such obligation, including, without limiting the foregoing, any reimbursement obligations as to amounts drawn down by beneficiaries of outstanding letters of credit or capital call requirements; provided , however , that the term Guaranty shall only include guarantees of Indebtedness.
Hedge Agreements shall mean, with respect to any Person, any agreements or other arrangements to which such Person is a party relating to any rate swap transaction, basis swap, forward rate transaction, interest rate cap transaction, interest rate floor transaction, interest rate collar transaction, currency swap transaction, cross-currency rate swap transaction, or any other similar transaction, including an option to enter into any of the foregoing or any combination of the foregoing.
Incremental Term Loan shall mean the amounts advanced by the Lenders with an Incremental Term Loan Commitment to the Borrower pursuant to this Agreement.
Incremental Term Loan Commitment shall have the meaning ascribed thereto in Section 2.13 hereof.
Indebtedness shall mean, with respect to any Person and without duplication:
(a) indebtedness for money borrowed of such Person and indebtedness of such Person evidenced by notes payable, bonds, debentures or other similar instruments or drafts accepted representing extensions of credit;
(b) all indebtedness of such Person upon which interest charges are customarily paid (other than trade payables arising in the ordinary course of business, but only if and so long as such accounts are payable on customary trade terms);
(c) all Capitalized Lease Obligations of such Person;
(d) all reimbursement obligations of such Person with respect to outstanding letters of credit;
(e) all indebtedness of such Person issued or assumed as full or partial payment for property or services (other than trade payables arising in the ordinary course of business, but only if and so long as such accounts are payable on customary trade terms);
(f) all net obligations of such Person under Hedge Agreements valued on a marked to market basis on the date of determination;
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(g) all direct or indirect obligations of any other Person secured by any Lien to which any property or asset owned by such Person is subject, but only to the extent of the higher of the fair market value or the book value of the property or asset subject to such Lien (if less than the amount of such obligation), if the obligation secured thereby shall not have been assumed; and
(h) Guaranties by such Person of any of the foregoing of any other Person;
provided , however , that the Capitalized Lease Obligations to TV Azteca described in the public filings of the Borrower with the Securities and Exchange Commission prior to the Agreement Date shall not be deemed to be, and shall be excluded from, Indebtedness.
Indemnitee shall have the meaning ascribed thereto in Section 11.5 hereof.
Interest Expense shall mean, for any Person and for any period, all cash interest expense (including imputed interest with respect to Capitalized Lease Obligations and commitment fees) with respect to any Indebtedness (including, without limitation, the Obligations) and Attributable Debt of such Person during such period pursuant to the terms of such Indebtedness.
Interest Period shall mean (a) in connection with any Base Rate Advance, the period beginning on the date such Advance is made as or Converted to a Base Rate Advance and ending on the last day of the fiscal quarter in which such Advance is made as or Converted to a Base Rate Advance; provided , however , that if a Base Rate Advance is made or Converted on the last day of any fiscal quarter, it shall have an Interest Period ending on, and its Payment Date shall be, the last day of the following fiscal quarter, and (b) in connection with any LIBOR Advance, the term of such LIBOR Advance selected by the Borrower or otherwise determined in accordance with this Agreement. Notwithstanding the foregoing, however, (i) any applicable Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next Business Day unless, with respect to LIBOR Advances only, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any applicable Interest Period, with respect to LIBOR Advances only, which begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period is to end shall (subject to clause (i) above) end on the last day of such calendar month, and (iii) the Borrower shall not select an Interest Period with respect to any portion of the Loans which extends beyond the Term Loan Maturity Date or such earlier date as would interfere with the Borrowers repayment obligations under Section 2.6 hereof. Interest shall be due and payable with respect to any Advance as provided in Section 2.3 hereof.
Interest Rate Basis shall mean the Base Rate Basis or the LIBOR Basis, as appropriate.
Investment shall mean any investment or loan by the Borrower or any of its Subsidiaries in or to any Person which Person, after giving effect to such investment or loan, is not consolidated with the Borrower and its Subsidiaries in accordance with GAAP.
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Joint Lead Arrangers shall mean Mizuho Bank, Ltd., The Bank of Nova Scotia and TD Securities (USA) LLC.
June 2013 Agreement shall have the meaning ascribed thereto in Section 5.10 hereof.
known to the Borrower , to the knowledge of the Borrower or any similar phrase, shall mean known by, or reasonably should have been known by, the executive officers of the Borrower (which shall include, without limitation, the chief executive officer, the chief operating officer, if any, the chief financial officer and the general counsel of the Borrower).
Lenders shall mean the Persons whose names appear as Lenders on the signature pages hereof, any other Person which becomes a Lender hereunder after the Agreement Date by executing an Assignment and Assumption substantially in the form of Exhibit F attached hereto in accordance with the provisions hereof; and Lender shall mean any one of the foregoing Lenders.
LIBOR Advance shall mean an Advance which the Borrower requests to be made as, Converted to or Continued as a LIBOR Advance in accordance with the provisions of Section 2.2 hereof, and which shall be in a principal amount of at least $5,000,000.00 and in an integral multiple of $1,000,000.00.
LIBOR Basis shall mean a simple per annum interest rate (rounded upward, if necessary, to the nearest one-hundredth (1/100th) of one percent (1%)) equal to the sum of (a) the quotient of (i) the Eurodollar Rate divided by (ii) one (1) minus the Eurodollar Reserve Percentage, if any, stated as a decimal, plus (b) the Applicable Margin. The LIBOR Basis shall apply to Interest Periods of one (1), two (2), three (3), or six (6) months, and, once determined, shall remain unchanged during the applicable Interest Period, except for changes to reflect adjustments in the Eurodollar Reserve Percentage and the Applicable Margin as adjusted pursuant to Section 2.3(f) hereof. The LIBOR Basis for any LIBOR Advance shall be adjusted as of the effective date of any change in the Eurodollar Reserve Percentage.
Licenses shall mean, collectively, any telephone, microwave, radio transmissions, personal communications or other license, authorization, certificate of compliance, franchise, approval or permit, whether for the construction, the ownership or the operation of any communications tower facilities, granted or issued by the FCC and held by the Borrower or any of its Subsidiaries.
Lien shall mean, with respect to any property, any mortgage, lien, pledge, charge, security interest, title retention agreement or other encumbrance of any kind in respect of such property.
Loan Documents shall mean, collectively, this Agreement, the Notes, all fee letters, all Requests for Advance and all other certificates, documents, instruments and agreements executed or delivered by the Borrower in connection with or contemplated by this Agreement.
Loans shall mean the Term Loans and the Incremental Term Loans.
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London Banking Day means any day on which dealings in US Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
Majority Lenders shall mean Lenders the total of whose Loans then outstanding, exceeds fifty percent (50%) of the sum of the aggregate Loans then outstanding; provided that the Commitment of, and the portion of the Loans then outstanding held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Lenders.
Material Subsidiary shall mean any Subsidiary of the Borrower whose Adjusted EBITDA, as of the last day of any fiscal year, is greater than ten percent (10%) of the Adjusted EBITDA of the Borrower and its subsidiaries on a consolidated basis as of such date.
Material Subsidiary Group shall mean one or more Subsidiaries of the Borrower when taken as a whole whose Adjusted EBITDA, as of the last day of any fiscal year, is greater than ten percent (10%) of the Adjusted EBITDA of the Borrower and its subsidiaries on a consolidated basis as of such date.
Materially Adverse Effect shall mean (a) any material adverse effect upon the business, assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or (b) a material adverse effect upon any material rights or benefits of the Lenders or the Administrative Agent under the Loan Documents.
Moodys shall mean Moodys Investors Service, Inc., and its successors.
Necessary Authorizations shall mean all approvals and licenses from, and all filings and registrations with, any governmental or other regulatory authority, including, without limiting the foregoing, the Licenses and all approvals, licenses, filings and registrations under the Communications Act, necessary in order to enable the Borrower and its Subsidiaries to own, construct, maintain, and operate communications tower facilities and to invest in other Persons who own, construct, maintain, manage and operate communications tower facilities.
Net Income shall mean, for any Person and for any period of determination, net income of such Person determined in accordance with GAAP.
New Lender shall have the meaning ascribed thereto in Section 2.13 hereof.
Non-Consenting Lender shall have the meaning ascribed thereto in Section 11.11(b) hereof.
Non-Excluded Taxes shall have the meaning ascribed thereto in Section 10.3(b) hereof.
Non-U.S. Person shall mean a Person who is not a U.S. Person.
Notes shall mean, collectively, those certain term loan promissory notes in an aggregate original principal amount of up to the Commitments, issued by the Borrower to the
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Lenders, each one substantially in the form of Exhibit C attached hereto, and any extensions, renewals or amendments to, or replacements of, the foregoing.
Obligations shall mean all payment and performance obligations of every kind, nature and description of the Borrower to the Lenders or the Administrative Agent, or any of them, under this Agreement and the other Loan Documents (including, without limitation, any interest, fees and other charges on the Loans or otherwise under the Loan Documents that would accrue but for the filing of a bankruptcy action with respect to the Borrower, whether or not such claim is allowed in such bankruptcy action), as they may be amended from time to time, or as a result of making the Loans, whether such obligations are direct or indirect, absolute or contingent, due or not due, contractual or based in tort, liquidated or unliquidated, arising by operation of law or otherwise, now existing or hereafter arising.
October 2013 Agreement shall have the meaning ascribed thereto in Section 5.10 hereof.
OFAC means the U.S. Department of the Treasurys Office of Foreign Assets Control.
Outstanding Amount means with respect to Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date.
Ownership Interests shall mean, as applied to any Person, corporate stock and any and all securities, shares, partnership interests (whether general, limited, special or other), limited liability company interests, membership interests, equity interests, participations, rights or other equivalents (however designated and of any character) of corporate stock of such Person or any of the foregoing issued by such Person (whether a corporation, a partnership, a limited liability company or another type of entity) and includes, without limitation, securities convertible into Ownership Interests and rights, warrants or options to acquire Ownership Interests.
Payment Date shall mean the last day of any Interest Period.
PBGC shall mean the Pension Benefit Guaranty Corporation, or any successor thereto.
Permitted Liens shall mean, collectively, as applied to any Person:
(a) (i) Liens on real estate or other property for taxes, assessments, governmental charges or levies not yet delinquent and (ii) Liens for taxes, assessments, judgments, governmental charges or levies or claims the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside on such Persons books in accordance with GAAP;
(b) Liens incurred in the ordinary course of the Borrowers business (i) for sums not yet due or being diligently contested in good faith, or (ii) incidental to the ownership of its assets that, in each case, were not incurred in connection with the borrowing of money, such as Liens of carriers, warehousemen, mechanics, vendors (solely to the extent arising by operation of law), laborers and materialmen, in each case, if reserves in accordance with GAAP or appropriate provisions shall have been made therefor;
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(c) Liens incurred in the ordinary course of business in connection with workers compensation and unemployment insurance, social security obligations, assessments or government charges which are not overdue for more than sixty (60) days;
(d) restrictions on the transfer of the Licenses or assets of the Borrower or any of its Subsidiaries imposed by any of the Licenses by the Communications Act and any regulations thereunder;
(e) easements, rights-of-way, zoning restrictions, licenses, reservations or restrictions on use and other similar encumbrances on the use of real property which do not materially interfere with the ordinary conduct of the business of such Person or the use of such property in the operation of the business by such Person;
(f) Liens arising by operation of law in favor of purchasers in connection with any asset sale permitted hereunder; provided , however , that such Lien only encumbers the property being sold;
(g) Liens in respect of Capitalized Lease Obligations, so long as such Liens only attach to the assets leased thereunder, and Liens reflected by Uniform Commercial Code financing statements filed in respect of true leases or subleases of the Borrower or any of its Subsidiaries;
(h) Liens to secure performance of statutory obligations, surety or appeal bonds, performance bonds, bids or tenders;
(i) judgment Liens which do not result in an Event of Default under Section 8.1(h) hereof;
(j) Liens in connection with escrow or security deposits made in connection with Acquisitions permitted hereunder;
(k) Liens created on any Ownership Interests of Subsidiaries of the Borrower that are not Material Subsidiaries held by the Borrower or any of its Subsidiaries; provided, however, that such Lien is not securing Indebtedness of the Borrower or any of its U.S. Subsidiaries;
(l) Liens in favor of the Borrower or any of its Subsidiaries;
(m) bankers Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that such deposit account is not (i) a dedicated cash collateral account and is not subject to restrictions against access in excess of those set forth by regulations promulgated by the Federal Reserve Board or other Applicable Law; and (ii) intended to provide collateral to the depositary institution;
(n) licenses, sublicenses, leases or subleases granted by the Borrower or any of its Subsidiaries to any other Person in the ordinary course of business;
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(o) Liens in the nature of trustees Liens granted pursuant to any indenture governing any Indebtedness permitted hereunder, in each case in favor of the trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof;
(p) Liens on property of the Borrower or any of its Subsidiaries at the time the Borrower or such Subsidiary acquired the property, including acquisition by means of a merger or consolidation with or into the Borrower or such Subsidiary, or an acquisition of assets; provided that such Liens (i) are not created, incurred or assumed in connection with or in contemplation of such acquisition and (ii) may not extend to any other property owned by the Borrower or such Subsidiary;
(q) Liens on property or assets of any Foreign Subsidiary of the Borrower securing the Indebtedness of such Foreign Subsidiary; and
(r) Liens securing obligations under Hedge Agreements in an aggregate amount of such obligations not to exceed $100,000,000 at any time outstanding.
Person shall mean an individual, corporation, limited liability company, association, partnership, joint venture, trust or estate, an unincorporated organization, a government or any agency or political subdivision thereof, or any other entity.
Plan shall mean an employee benefit plan within the meaning of Section 3(3) of ERISA or any other employee benefit plan maintained for employees of the Borrower or any of its Subsidiaries or ERISA Affiliates.
Platform shall have the meaning ascribed thereto in Section 6.6 hereof.
Proposed Change shall have the meaning ascribed thereto in Section 11.11(b) hereof.
Register shall have the meaning ascribed thereto in Section 11.4(c) hereof.
REIT shall mean a real estate investment trust as defined and taxed under Section 856-860 of the Code.
Related Parties means, with respect to any Person, such Persons Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Persons Affiliates.
Replacement Lender shall have the meaning ascribed thereto in Section 10.5 hereof.
Request for Advance shall mean a certificate designated as a Request for Advance , signed by an Authorized Signatory of the Borrower requesting the Advance to be made under Section 2.1 , or a Continuation or Conversion hereunder, which shall be in substantially the form of Exhibit A attached hereto, and shall, among other things, (i) specify the date of the requested Advance, Continuation or Conversion (which shall be a Business Day), the amount of the Advance being made or being Continued or Converted, the type of Advance (LIBOR or Base Rate), and, with respect to a LIBOR Advance, the Interest Period with respect thereto, (ii) state
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that there shall not exist, on the date of the requested Advance, Continuation or Conversion and after giving effect thereto, a Default, (iii) specify the Applicable Margin then in effect, (iv) designate the amount of the Commitments being drawn (if any), and (v) designate the amount of the Loans being Continued or Converted.
Restricted Payment shall mean any direct or indirect distribution, dividend or other payment to any Person (other than to the Borrower or any of its Subsidiaries) on account of any Ownership Interests of the Borrower or any of its Subsidiaries (other than dividends payable solely in Ownership Interests of such Person or in warrants or other rights or options to acquire such Ownership Interests).
Sale and Leaseback Transaction shall mean any arrangement, directly or indirectly, with any third party whereby the Borrower or any of its Subsidiaries shall sell or transfer any property, real or personal, whether now owned or hereafter acquired, and whereby the Borrower or any of its Subsidiaries shall then or thereafter rent or lease as lessee such property or any part thereof or other property which the Borrower or any of its Subsidiaries intend to use for substantially the same purpose or purposes as the property sold or transferred, except for such arrangements for fair market value.
Sanctioned Country means a country that is, or whose government is, the target or subject of a sanctions program identified on the list maintained by (a) OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs , or as otherwise published from time to time or (b) the United Nations Security Council, European Union or the United Kingdom.
Sanctions Laws and Regulations means (i) any sanctions, prohibitions or requirements imposed by any executive order (an Executive Order ) or by any sanctions program administered by the U.S. Department of the Treasury Office of Foreign Assets Control that apply to a Borrower; and (ii) any sanctions measures imposed by the United Nations Security Council, European Union or the United Kingdom that apply to the Borrower.
Senior Secured Debt shall mean, for the Borrower and its Subsidiaries on a consolidated basis as of any date, the aggregate amount of secured Indebtedness plus Attributable Debt of such Persons as of such date (including, without limitation, Indebtedness under the SpectraSite ABS Facility and Indebtedness under any additional ABS Facilities entered into in accordance with Section 7.1(h) hereof).
September 2014 Agreement shall have the meaning ascribed thereto in Section 5.10 hereof.
SPC shall have the meaning ascribed thereto in Section 11.4(f) hereof.
SpectraSite ABS Facility shall mean that certain mortgage loan more fully described in the Offering Memorandum dated March 27, 2018 regarding the $1,800,000,000 Secured Tower Revenue Securities, Series 2018-1A and Series 2013-2A.
Standard and Poors shall mean Standard and Poors Ratings Services, a division of Standard & Poors Ratings Services, LLC, and its successors.
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Subsidiary shall mean, as applied to any Person, (a) any corporation, partnership or other entity of which no less than a majority of the Ownership Interests having ordinary voting power to elect a majority of its board of directors or other persons performing similar functions or such corporation, partnership or other entity, whether or not at the time any Ownership Interests of any other class or classes of such corporation, partnership or other entity shall or might have voting power by reason of the happening of any contingency, is at the time owned directly or indirectly by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person; provided , however , that if such Person and/or such Persons Subsidiaries directly or indirectly own less than a majority of such Subsidiarys Ownership Interests, then such Subsidiarys operating or governing documents must require (i) such Subsidiarys net cash after the establishment of reserves be distributed to its equity holders no less frequently than quarterly and (ii) the consent of such Person and/or such Persons Subsidiaries to amend or otherwise modify the provisions of such operating or governing documents requiring such distributions, or (b) any other entity which is directly or indirectly controlled or capable of being controlled by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person. Notwithstanding the foregoing, no Unrestricted Subsidiary shall be deemed to be a Subsidiary of the Borrower or any of its Subsidiaries for the purposes of this Agreement or any other Loan Document.
Taxes shall have the meaning assigned thereto in Section 10.3(b) .
Term Loan Commitment shall mean, as to each Lender its obligation to make a Term Loan to the Borrower pursuant to Section 2.1 in a principal amount not to exceed the Term Loan Commitment amount set forth (a) opposite such Lenders name on Schedule 1 or (b) in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. The aggregate Term Loan Commitments on the Agreement Date are $1,300,000,000.
Term Loans shall mean, collectively, the amounts advanced by the Lenders with a Term Loan Commitment to the Borrower pursuant to this Agreement.
Term Loan Maturity Date shall mean February 13, 2020, or such earlier date as payment of the Loans shall be due (whether by acceleration or otherwise).
Total Debt shall mean, for the Borrower and its Subsidiaries on a consolidated basis as of any date, (a) the sum (without duplication) of (i) the outstanding principal amount of the Loans as of such date, (ii) the aggregate amount of Indebtedness plus Attributable Debt of such Persons as of such date, (iii) the aggregate amount of all Guaranties by such Persons of Indebtedness as of such date, and (iv) to the extent payable by the Borrower, an amount equal to the aggregate exposure of the Borrower under any Hedge Agreements permitted pursuant to Section 7.1 hereof, as calculated on a marked to market basis as of the last day of the fiscal quarter being tested or the last day of the most recently completed fiscal quarter, as applicable less (b) the sum of all unrestricted domestic cash and Cash Equivalents of the Borrower and its Subsidiaries as of such date .
TV Azteca shall mean TV Azteca, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States.
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U.S. Person shall mean a citizen or resident of the United States of America, a corporation, partnership or other entity created or organized in or under any laws of the United States of America, or any estate or trust that is subject to Federal income taxation regardless of the source of its income.
U.S. Subsidiary shall mean any Subsidiary that is not a Foreign Subsidiary.
Unrestricted Subsidiary shall mean any Subsidiary of the Borrower that is hereafter designated by the Borrower as an Unrestricted Subsidiary by notice to the Administrative Agent and the Lenders; provided that (a) no Material Subsidiary shall be designated as an Unrestricted Subsidiary without the prior written consent of the Majority Lenders, (b) the aggregate Adjusted EBITDA of the Unrestricted Subsidiaries (without duplication) shall not exceed 20% of consolidated Adjusted EBITDA of the Borrower and its subsidiaries, and (c) no Subsidiary of the Borrower may be designated as an Unrestricted Subsidiary after the occurrence and during the continuance of a Default or an Event of Default; provided further that the designation by the Borrower of a Subsidiary as an Unrestricted Subsidiary may be revoked by the Borrower at any time by notice to the Administrative Agent and the Lenders so long as no Default would be caused thereby, from and after which time such Subsidiary will no longer be an Unrestricted Subsidiary.
Write-Down and Conversion Powers means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
Section 1.2 Interpretation . Except where otherwise specifically restricted, reference to a party to this Agreement or any other Loan Document includes that party and its successors and assigns. All capitalized terms used herein which are defined in Article 9 of the Uniform Commercial Code in effect in the State of New York or other applicable jurisdiction on the date hereof and which are not otherwise defined herein shall have the same meanings herein as set forth therein. Whenever any agreement, promissory note or other instrument or document is defined in this Agreement, such definition shall be deemed to mean and include, from and after the date of any amendment, restatement, supplement, confirmation or modification thereof, such agreement, promissory note or other instrument or document as so amended, restated, supplemented, confirmed or modified, unless stated to be as in effect on a particular date. All terms defined in this Agreement in the singular shall have comparable meanings when used in the plural and vice versa. The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
Section 1.3 Cross References . Unless otherwise specified, references in this Agreement and in each other Loan Document to any Article or Section are references to such Article or Section of this Agreement or such other Loan Document, as the case may be, and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause in such Article, Section or definition.
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Section 1.4 Accounting Provisions . Unless otherwise expressly provided herein, all references in this Agreement to GAAP shall mean GAAP as in effect on December 31, 2018 as published by the Financial Accounting Standards Board. All accounting terms used in this Agreement and not defined expressly, completely or specifically herein shall have the respective meanings given to them, and shall be construed, in accordance with GAAP. All financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in accordance with GAAP applied in a manner consistent with that used to prepare the most recent audited consolidated financial statements of the Borrower and its Subsidiaries. All financial or accounting calculations or determinations required pursuant to this Agreement shall be made, and all references to the financial statements of the Borrower, Adjusted EBITDA, Senior Secured Debt, Total Debt, Interest Expense, Consolidated Total Assets and other such financial terms shall be deemed to refer to such items, unless otherwise expressly provided herein, on a consolidated basis for the Borrower and its Subsidiaries.
ARTICLE 2LOANS
Section 2.1 The Term Loans . The Lenders agree severally, and not jointly, upon the terms and subject to the conditions of this Agreement, to lend to the Borrower on the Agreement Date an amount equal to (i) in the aggregate, the Commitments of all Lenders and, (ii) individually, the sum of such Lenders Term Loan Commitment and such Lenders Incremental Term Loan Commitment. Amounts borrowed under this Section 2.1 and repaid or prepaid may not be reborrowed.
Section 2.2 Manner of Advance and Disbursement .
(a) Choice of Interest Rate, Etc . The Advances hereunder shall, at the option of the Borrower, be made as one or more Base Rate Advances or LIBOR Advances; provided , however , that at such time as there shall have occurred and be continuing a Default hereunder, the Borrower shall not have the right to Continue a LIBOR Advance or to Convert a Base Rate Advance to a LIBOR Advance. Any notice given to the Administrative Agent in connection with a requested Advance or Conversion hereunder shall be given to the Administrative Agent prior to 11:00 a.m. (New York, New York time) in order for such Business Day to count toward the minimum number of Business Days required.
(b) Base Rate Advances .
(i) Advances . The Borrower shall give the Administrative Agent in the case of Base Rate Advances irrevocable prior telephonic notice followed immediately by a Request for Advance by 9:00 A.M. (New York, New York time) on the date of such proposed Base Rate Advance; provided , however , that the Borrowers failure to confirm any telephonic notice with a Request for Advance shall not invalidate any notice so given if acted upon by the Administrative Agent. Upon receipt of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender by telephone, email or telecopy of the contents thereof.
(ii) Conversions . The Borrower may, without regard to the applicable Payment Date and upon at least three (3) Business Days irrevocable prior telephonic
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notice followed by a Request for Advance, Convert all or a portion of the principal of a Base Rate Advance to a LIBOR Advance. On the date indicated by the Borrower, such Base Rate Advance shall be so Converted. The failure to give timely notice hereunder with respect to the Payment Date of any Base Rate Advance shall be considered a request for a Base Rate Advance.
(c) LIBOR Advances . Upon request, the Administrative Agent, whose determination in absence of manifest error shall be conclusive, shall determine the available LIBOR Basis and shall notify the Borrower of such LIBOR Basis to apply for the applicable LIBOR Advance.
(i) Advances . The Borrower shall give the Administrative Agent in the case of LIBOR Advances at least two (2) Business Days irrevocable prior telephonic notice followed immediately by a Request for Advance; provided , however , that the Borrowers failure to confirm any telephonic notice with a Request for Advance shall not invalidate any notice so given if acted upon by the Administrative Agent. Upon receipt of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender by telephone, email or telecopy of the contents thereof.
(ii) Conversions and Continuations . At least three (3) Business Days prior to the Payment Date for each LIBOR Advance, the Borrower shall give the Administrative Agent telephonic notice followed by written notice specifying whether all or a portion of such LIBOR Advance (A) is to be Continued in whole or in part as one or more LIBOR Advances, (B) is to be Converted in whole or in part to a Base Rate Advance, or (C) is to be repaid. The failure to give such notice shall be considered a request to Continue such Advance as a LIBOR Rate Advance with a one month Interest Period. Upon such Payment Date such LIBOR Advance will, subject to the provisions hereof, be so Continued, Converted or repaid, as applicable.
(d) Notification of Lenders . Upon receipt of irrevocable prior telephonic notice in accordance with Section 2.2(b) or (c) hereof or a Request for Advance, or a notice of Conversion or Continuation from the Borrower with respect to any outstanding Advance prior to the Payment Date for such Advance, the Administrative Agent shall promptly but no later than the close of business on the day of such notice notify each Lender having the applicable Commitment or holding a Loan subject to such request for an Advance by telephone, followed promptly by written notice or telecopy, of the contents thereof and the amount of such Lenders portion of the Advance. Each Lender having the applicable Commitment or holding a Loan subject to such request for an Advance shall, not later than 12:00 noon (New York, New York time) on the date of borrowing specified in such notice, make available to the Administrative Agent at the Administrative Agents Office, or at such account as the Administrative Agent shall designate, the amount of its portion of any Advance that represents a borrowing hereunder in immediately available funds.
(e) Disbursement .
(i) Prior to 2:00 p.m. (New York, New York time) on the date of the making of an Advance hereunder, the Administrative Agent shall, subject to the
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satisfaction of the conditions set forth in Article 3 hereof, disburse the amounts made available to the Administrative Agent by the Lenders in like funds by (A) transferring the amounts so made available by wire transfer pursuant to the Borrowers instructions, or (B) in the absence of such instructions, crediting the amounts so made available to the account of the Borrower maintained with the Administrative Agent.
(ii) Unless the Administrative Agent shall have received notice from a Lender holding a Loan subject to such request for an Advance prior to 12:00 noon (New York, New York time) on the date of a requested Advance that such Lender will not make available to the Administrative Agent such Lenders ratable portion of such Advance, the Administrative Agent may assume that such Lender has made or will make such portion available to the Administrative Agent on the date of such Advance and the Administrative Agent may in its sole discretion and in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent a Lender does not make such ratable portion available to the Administrative Agent, such Lender agrees to repay to the Administrative Agent on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the greater of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.
(iii) If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lenders portion of the Advances for purposes of this Agreement. If such Lender does not repay such corresponding amount immediately upon the Administrative Agents demand therefor and the Administrative Agent has made such corresponding amount available to the Borrower, the Administrative Agent shall notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent, with interest at the Federal Funds Rate from the date the Administrative Agent made such amount available to the Borrower. The Borrower shall not be obligated to pay, and such amount shall not accrue, any interest or fees on such amount other than as provided in the immediately preceding sentence. The failure of any Lender to fund its portion of any Advance shall not relieve any other Lender of its obligation, if any, hereunder to fund its respective portion of the Advance on the date of such borrowing, but no Lender shall be responsible for any such failure of any other Lender.
Section 2.3 Interest .
(a) On Base Rate Advances . Interest on each Base Rate Advance computed pursuant to clause (b) of the definition of Base Rate shall be computed on the basis of a year of 365/366 days and interest computed pursuant to clause (a) of the definition of Base Rate shall be computed on the basis of a 360 day year, in each case for the actual number of days elapsed and shall be payable at the Base Rate Basis for such Advance, in arrears on the applicable Payment Date. Interest on Base Rate Advances of the Loans then outstanding shall also be due and payable on the Term Loan Maturity Date.
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(b) On LIBOR Advances . Interest on each LIBOR Advance shall be computed on the basis of a 360-day year for the actual number of days elapsed and shall be payable at the LIBOR Basis for such Advance, in arrears on the applicable Payment Date, and, in addition, if the Interest Period for a LIBOR Advance exceeds three (3) months, interest on such LIBOR Advance shall also be due and payable in arrears on every three (3) month anniversary of the beginning of such Interest Period. Interest on LIBOR Advances then outstanding shall also be due and payable on the Term Loan Maturity Date.
(c) [Intentionally Omitted] .
(d) Interest Upon Event of Default . Immediately upon the occurrence of an Event of Default under Section 8.1(b) , (f) or (g) hereunder and following a request from the Majority Lenders upon the occurrence of any other Event of Default hereunder, the outstanding principal balance of the Loans shall bear interest at the Default Rate. Such interest shall be payable on demand by the Majority Lenders and shall accrue until the earlier of (i) waiver or cure of the applicable Event of Default, (ii) agreement by the Majority Lenders (or, if applicable to the underlying Event of Default, the Lenders) to rescind the charging of interest at the Default Rate or (iii) payment in full of the Obligations.
(e) LIBOR Contracts . At no time may the number of outstanding LIBOR Advances hereunder exceed ten (10).
(f) Applicable Margin .
(i) With respect to any Loans, the Applicable Margin shall be a percentage per annum determined by reference to the Applicable Debt Rating (as such Applicable Debt Rating is determined pursuant to Section 2.3(f)(ii)) in effect on such date as set forth below:
Applicable Debt Rating |
LIBOR Advance
Applicable Margin |
Base Rate Advance
Applicable Margin |
||||||||
A. |
³ A- or A3 | 0.550 | % | 0.00 | % | |||||
B. |
BBB+ or Baa1 | 0.675 | % | 0.00 | % | |||||
C. |
BBB or Baa2 | 0.800 | % | 0.00 | % | |||||
D. |
BBB- or Baa3 | 0.925 | % | 0.00 | % | |||||
E. |
BB+ or Ba1 | 1.125 | % | 0.125 | % | |||||
F. |
£ BB or Ba2 | 1.375 | % | 0.375 | % |
(ii) Changes in Applicable Margin; Determination of Debt Rating . Changes to the Applicable Margin shall be effective as of the next Business Day after the day on which the Debt Rating changes. Any change to any Debt Rating established by Standard and Poors, Moodys or Fitch shall be effective as of the date on which such change is first announced publicly by the applicable rating agency making such change and on and after that day the changed Debt Rating shall be the Debt Rating of such rating agency for purposes of this Agreement. If none of Standard and Poors, Moodys or Fitch shall have in effect a Debt Rating, the Applicable Margin shall be set in accordance with part E of the table set forth in Section 2.3(f)(i) . If Standard and Poors, Moodys or Fitch shall change the basis on which ratings are established, each reference to the Debt
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Rating announced by Standard and Poors, Moodys or Fitch, as the case may be, shall refer to the then equivalent rating by Standard and Poors, Moodys or Fitch, as the case may be.
Section 2.4 Fees .
(a) Fees . The Borrower agrees to pay to the Administrative Agent and the Joint Lead Arrangers certain fees in connection with the execution and delivery of this Agreement as provided in the fee letters of even date herewith.
Section 2.5 [Intentionally Omitted] .
Section 2.6 Prepayments and Repayments .
(a) Prepayment . The principal amount of any Base Rate Advance may be prepaid in full or ratably in part at any time, without premium or penalty and without regard to the Payment Date for such Advance. The principal amount of any LIBOR Advance may be prepaid in full or ratably in part, upon three (3) Business Days prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent, without premium or penalty; provided , however , that, to the extent prepaid prior to the applicable Payment Date for such LIBOR Advance, the Borrower shall reimburse the applicable Lenders, on the earlier of (A) demand by the applicable Lender or (B) the Term Loan Maturity Date, for any loss or out-of-pocket expense incurred by any such Lender in connection with such prepayment, as set forth in Section 2.9 hereof; and provided further , however, that (i) the Borrowers failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent and (ii) any notice of prepayment given hereunder may be revoked by the Borrower at any time. Any prepayment hereunder shall be in amounts of not less than $2,000,000.00 and in an integral multiple of $1,000,000.00. Amounts prepaid shall be paid together with accrued interest on the amount so prepaid.
(b) Repayments . The Borrower shall repay the Loans, together with accrued interest and fees with respect thereto, in full on the Term Loan Maturity Date.
Section 2.7 Notes; Loan Accounts .
(a) The Loans shall be repayable in accordance with the terms and provisions set forth herein. If requested by a Lender, one (1) Note duly executed and delivered by one or more Authorized Signatories of the Borrower, shall be issued by the Borrower and payable to such Lender in an amount equal to such Lenders Commitment.
(b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest error, but the failure of any
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Lender to make any such notations or any error or mistake in such notations shall not affect the Borrowers repayment obligations with respect to such Loans.
Section 2.8 Manner of Payment .
(a) Each payment (including, without limitation, any prepayment) by the Borrower on account of the principal of or interest on the Loans and any other amount owed to the Lenders or the Administrative Agent or any of them under this Agreement or the Notes shall be made not later than 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agents Office, for the account of the Lenders or the Administrative Agent, as the case may be, in lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. Receipt by the Administrative Agent of any payment intended for any Lender or Lenders hereunder prior to 1:00 p.m. (New York, New York time) on any Business Day shall be deemed to constitute receipt by such Lender or Lenders on such Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly, but no later than the close of business on the date such payment is deemed received, thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the applicable Lenders accordingly. In the event that the Administrative Agent shall fail to make distribution to any Lender as required under this Section 2.8 , the Administrative Agent agrees to pay such Lender interest from the date such payment was due until paid at the Federal Funds Rate.
(b) The Borrower agrees to pay principal, interest, fees and all other amounts due hereunder or under the Notes without set-off or counterclaim or any deduction whatsoever, except as provided in Section 10.3 hereof.
(c) Prior to the acceleration of the Loans under Section 8.2 hereof, if some but less than all amounts due from the Borrower are received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the following order of priority, all on a pro rata basis to the Lenders: (i) to the payment on a pro rata basis of any fees or expenses then due and payable to the Administrative Agent or expenses then due and payable to the Lenders; (ii) to the payment of interest then due and payable on the Loans on a pro rata basis and of fees then due and payable to the Lenders on a pro rata basis; (iii) to the payment of all other amounts not otherwise referred to in this Section 2.8(c) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under the Notes or any other Loan Document; and (iv) to the payment of principal then due and payable on the Loans on a pro rata basis.
(d) Subject to any contrary provisions in the definition of Interest Period, if any payment under this Agreement or any of the other Loan Documents is specified to be made on a day which is not a Business Day, it shall be made on the next Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment.
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Section 2.9 Reimbursement .
(a) Whenever any Lender shall sustain or incur any losses or reasonable out-of-pocket expenses in connection with (i) the failure by the Borrower to borrow, Continue or Convert any LIBOR Advance after having given notice of its intention to borrow, Continue or Convert such Advance in accordance with Section 2.2 or 2.6 hereof (whether by reason of the Borrowers election not to proceed or the non-fulfillment of any of the conditions set forth in Article 3 hereof, but not as a result of a failure of such Lender to make a Loan in accordance with the terms of this Agreement), or (ii) the prepayment other than on the applicable Payment Date (or failure to prepay after giving notice thereof) of any LIBOR Advance in whole or in part for any reason, the Borrower agrees to pay to such Lender, upon such Lenders demand, an amount sufficient to compensate such Lender for all such losses and out-of-pocket expenses. Such Lenders good faith determination of the amount of such losses or out-of-pocket expenses, as set forth in writing and accompanied by calculations in reasonable detail demonstrating the basis for its demand, shall be presumptively correct absent manifest error.
(b) Losses subject to reimbursement hereunder shall include, without limiting the generality of the foregoing, reasonable out-of-pocket expenses incurred by any Lender or any participant of such Lender permitted hereunder in connection with the re-employment of funds prepaid, paid, repaid, not borrowed, or not paid, as the case may be, but not losses resulting from lost Applicable Margin or other margin. Losses subject to reimbursement will be payable whether the Term Loan Maturity Date is changed by virtue of an amendment hereto (unless such amendment expressly waives such payment) or as a result of acceleration of the Loans.
(c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.9 shall not constitute a waiver of such Lenders right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any losses or expenses incurred more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such losses or expenses and of such Lenders intention to claim compensation therefor.
Section 2.10 Pro Rata Treatment .
(a) [ Intentionally Omitted .]
(b) Payments . Except as provided in Article 10 hereof, each payment and prepayment of principal of, and interest on, the Loans shall be made to the Lenders pro rata on the basis of their respective unpaid principal amounts outstanding under the applicable Loans immediately prior to such payment or prepayment.
(c) Sharing of Payments by Lenders . If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lenders receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value)
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participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably, provided that:
(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii) the provisions of this Section shall not be construed to apply to (y) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant.
The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.10(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including, without limitation, the right of set-off) with respect to such participation as fully as if such purchasing Lender were the direct creditor of the Borrower in the amount of such participation.
Section 2.11 Capital Adequacy . If after the date hereof, the adoption of any Applicable Law regarding the capital adequacy or liquidity of banks or bank holding companies, or any change in Applicable Law (whether adopted before or after the Agreement Date) or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including any such change resulting from the enactment or issuance of any regulation or regulatory interpretation affecting existing Applicable Law, or compliance by such Lender (or the bank holding company of such Lender) with any directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on any Lenders capital as a consequence of its obligations hereunder with respect to the Loans to a level below that which it could have achieved but for such adoption, change or compliance (taking into consideration such Lenders policies with respect to capital adequacy or liquidity immediately before such adoption, change or compliance and assuming that such Lenders (or the bank holding company of such Lender) capital was fully utilized prior to such adoption, change or compliance) by an amount reasonably deemed by such Lender to be material, then, upon demand by such Lender, the Borrower shall promptly pay to such Lender such additional amounts as shall be sufficient to compensate such Lender (on an after-tax basis and without duplication of amounts paid by the Borrower pursuant to Section 10.3 ) for such reduced return which is reasonably allocable to this Agreement, together with interest on such amount from the fourth (4th) Business Day after the date of demand or the Term Loan Maturity Date, as applicable, until payment in full thereof at the Default Rate; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted,
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adopted or issued after the date hereof, regardless of the date enacted, adopted or issued. A certificate of such Lender setting forth the amount to be paid to such Lender by the Borrower as a result of any event referred to in this paragraph and supporting calculations in reasonable detail shall be presumptively correct absent manifest error. Notwithstanding any other provision of this Section 2.11 , no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lenders right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lenders intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).
Section 2.12 Lender Tax Forms . (i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (ii)(a) and (ii)(b) of this Section) shall not be required if in the Lenders reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing:
(a) On or prior to the Agreement Date and on or prior to the first Business Day of each calendar year thereafter, to the extent it may lawfully do so at such time, each Lender which is a Non-U.S. Person shall provide each of the Administrative Agent and the Borrower (A) if such Lender is a bank under Section 881(c)(3)(A) of the Code, with a properly executed original of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) or W-8ECI (or any successor form) prescribed by the Internal Revenue Service or other documents satisfactory to the Borrower and the Administrative Agent, as the case may be, certifying (i) as to such Lenders status as exempt from United States withholding taxes with respect to all payments to be made to such Lender hereunder and under the Notes or (ii) that all payments to be made to such Lender hereunder and under the Notes are subject to such taxes at a rate reduced to zero by an applicable tax treaty, or (B) if such Lender is not a bank within the meaning of
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Section 881(c)(3)(A) of the Code and intends to claim exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of portfolio interest, a Form W-8BEN (or W-8BEN-E, as applicable), or any subsequent versions thereof or successors thereto (and, if such Lender delivers a Form W-8BEN (or W-8BEN-E, as applicable), a certificate representing that such Lender is not a bank for purposes of Section 881(c) of the Code, is not a ten-percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the Code and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Lender, indicating that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income taxes as permitted by the Code. If a payment made to a Lender under this Agreement would be subject to withholding Tax imposed under FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Agent and the Borrower, at the time or times prescribed by law and at such time or times reasonably requested by the Administrative Agent or the Borrower, such documentation prescribed by Applicable Law (included as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Agent or the Borrower as may be necessary for the Administrative Agent or the Borrower to comply with its obligations under FATCA, to determine that such Lender has complied with such Lenders obligations under FATCA, or to determine the amount to deduct and withhold from such payment.
(b) On or prior to the Agreement Date, and to the extent permitted by applicable U.S. Federal law, on or prior to the first Business Day of each calendar year thereafter, each Lender which is a U.S. Person shall provide the Administrative Agent and the Borrower a duly completed and executed copy of the Internal Revenue Service Form W-9 or successor form to the effect that it is a U.S. Person.
Each Lender agrees that if any form or certification it previously delivered becomes inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. In addition, each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete, upon written request by the Borrower or the Administrative Agent, such Lender shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
Section 2.13 Incremental Term Loans . The Borrower may, upon five (5) Business Days notice to the Administrative Agent, request a commitment for an additional term loan from the Lenders or by adding one or more lenders, determined by the Borrower in its sole discretion, subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld), which lender or lenders are willing to commit to such increase (each such lender, a New Lender , and such commitment, an Incremental Term Loan Commitment ); provided, however, that (i) the Borrower may not request an Incremental Term Loan Commitment after the occurrence and during the continuance of an Event of Default, including, without limitation, any Event of Default that would result after giving effect to any Incremental Term Loan, (ii) each Incremental Term Loan Commitment shall be in an amount not less than $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (iii) the
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aggregate amount of all Incremental Term Loan Commitments shall not exceed $1,000,000,000. Such notice to the Administrative Agent shall describe the amount and intended disbursement date of the Incremental Term Loan to be made pursuant to such Incremental Term Loan Commitments. An Incremental Term Loan Commitment shall become effective upon (a) the execution by each applicable New Lender of a counterpart of this Agreement and delivering such counterpart to the Administrative Agent and (b) receipt by the Administrative Agent of a certificate of a responsible officer of the Borrower, dated as of the date such Incremental Term Loan Commitments are proposed to take effect, certifying that as of such date each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, and no Default then exists. Over the term of the Agreement the Borrower may request Incremental Term Loan Commitments no more than four (4) times. Notwithstanding anything to the contrary herein, no Lender shall be required to provide an Incremental Term Loan Commitment pursuant to this Section 2.13 .
Section 2.14 Defaulting Lender .
(a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law, such Defaulting Lenders right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.11 .
(b) If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon that Lender will cease to be a Defaulting Lender; provided that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lenders having been a Defaulting Lender.
ARTICLE 3CONDITIONS PRECEDENT
Section 3.1 Conditions Precedent to Effectiveness of this Agreement . The effectiveness of this Agreement is subject to the prior or contemporaneous fulfillment (in the reasonable opinion of the Administrative Agent), or, if applicable, receipt by the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders) of each of the following:
(a) this Agreement duly executed by all relevant parties;
(b) a loan certificate of the Borrower dated as of the Agreement Date, in substantially the form attached hereto as Exhibit D , including a certificate of incumbency with respect to each Authorized Signatory of the Borrower, together with the following items: (i) a true, complete and correct copy of the articles of incorporation and by-laws of the Borrower as in effect on the Agreement Date, (ii) a certificate of good standing for the Borrower issued by the Secretary of State of Delaware, and (iii) a true, complete and correct copy of the resolutions of
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the Borrower authorizing it to execute, deliver and perform each of the Loan Documents to which it is a party;
(c) legal opinions of (i) Goodwin Procter LLP, special counsel to the Borrower and (ii) Edmund DiSanto, Esq., General Counsel of the Borrower, addressed to each Lender and the Administrative Agent and dated as of the Agreement Date;
(d) receipt by the Borrower of evidence that all Necessary Authorizations, other than Necessary Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect, including all necessary consents to the closing of this Agreement, have been obtained or made, are in full force and effect and are not subject to any pending or, to the knowledge of the Borrower, threatened reversal or cancellation;
(e) each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, as of the Agreement Date, and no Default then exists;
(f) the documentation that the Administrative Agent and the Lenders are required to obtain from the Borrower under Section 326 of the USA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders;
(g) all fees and expenses required to be paid in connection with this Agreement to the Administrative Agent, the Co-Syndication Agents, the Joint Lead Arrangers and the Lenders shall have been (or shall be simultaneously) paid in full;
(h) audited consolidated financial statements for the three years ended December 31, 2017 and unaudited consolidated financial statements for the fiscal quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, in each case of the Borrower and its Subsidiaries; and
(i) a certificate of the president, chief financial officer, treasurer or controller of the Borrower as to the financial performance of the Borrower and its Subsidiaries, substantially in the form of Exhibit E attached hereto, and, to the extent applicable, using information contained in the financial statements delivered pursuant to clause (h) of this Section 3.1 in respect of the twelve (12) month period ended September 30, 2018.
ARTICLE 4REPRESENTATIONS AND WARRANTIES
Section 4.1 Representations and Warranties . The Borrower hereby represents and warrants in favor of the Administrative Agent and each Lender that:
(a) Organization; Ownership; Power; Qualification . The Borrower is a corporation duly organized, validly existing and in good standing under the laws of its
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jurisdiction of incorporation. The Borrower has the power and authority to own its properties and to carry on its business as now being and as proposed hereafter to be conducted. The Subsidiaries of the Borrower and the direct and indirect ownership thereof as of the Agreement Date are as set forth on Schedule 2 attached hereto. As of the Agreement Date and except as would not reasonably be expected to have a Materially Adverse Effect, each Subsidiary of the Borrower is a corporation, limited liability company, limited partnership or other legal entity duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has the power and authority to own its properties and to carry on its business as now being and as proposed hereafter to be conducted.
(b) Authorization; Enforceability . The Borrower has the corporate power, and has taken all necessary action, to authorize it to borrow hereunder, to execute, deliver and perform this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms, and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Borrower and is, and each of the other Loan Documents to which the Borrower is party is, a legal, valid and binding obligation of the Borrower and enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors rights and remedies generally and subject, as to enforceability, to general principles of equity.
(c) Compliance with Other Loan Documents and Contemplated Transactions . The execution, delivery and performance, in accordance with their respective terms, by the Borrower of this Agreement, the Notes, and each of the other Loan Documents, and the consummation of the transactions contemplated hereby and thereby, do not (i) require any consent or approval, governmental or otherwise, not already obtained, (ii) violate any Applicable Law respecting the Borrower, (iii) conflict with, result in a breach of, or constitute a default under the articles of incorporation or by-laws, as amended, of the Borrower, or under any indenture, agreement, or other instrument, including without limitation the Licenses, to which the Borrower is a party or by which the Borrower or its respective properties is bound that is material to the Borrower and its Subsidiaries on a consolidated basis or (iv) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any of the Material Subsidiaries, except for Liens permitted pursuant to Section 7.2 hereof.
(d) Compliance with Law . The Borrower and its Subsidiaries are in compliance with all Applicable Law, except where the failure to be in compliance therewith would not individually or in the aggregate have a Materially Adverse Effect.
(e) Title to Assets . As of the Agreement Date, the Borrower and its Subsidiaries have good title to, or a valid leasehold interest in, all of their respective assets, except for such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Materially Adverse Effect. None of the properties or assets of the Borrower or any Material Subsidiary is subject to any Liens, except for Liens permitted pursuant to Section 7.2 hereof.
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(f) Litigation . There is no action, suit, proceeding or investigation pending against, or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any of their respective properties, including without limitation the Licenses, in any court or before any arbitrator of any kind or before or by any governmental body (including, without limitation, the FCC) that (i) calls into question the validity of this Agreement or any other Loan Document or (ii) as of the Agreement Date, would reasonably be expected to have a Materially Adverse Effect, other than as may be disclosed in the public filings of the Borrower with the Securities and Exchange Commission prior to the Agreement Date.
(g) Taxes . All Federal income, other material Federal and material state and other tax returns of the Borrower and its Material Subsidiaries required by law to be filed have been duly filed and all Federal income, other material Federal and material state and other taxes, including, without limitation, withholding taxes, assessments and other governmental charges or levies required to be paid by the Borrower or any of its Subsidiaries or imposed upon the Borrower or any of its Subsidiaries or any of their respective properties, income, profits or assets, which are due and payable, have been paid, except any such taxes (i) (x) the payment of which the Borrower or any of its Subsidiaries is diligently contesting in good faith by appropriate proceedings, (y) for which adequate reserves in accordance with GAAP have been provided on the books of such Person, and (z) as to which no Lien other than a Lien permitted pursuant to Section 7.2 hereof has attached, or (ii) which may result from audits not yet conducted, or (iii) as to which the failure to pay would not reasonably be expected to have a Materially Adverse Effect.
(h) Financial Statements . As of the Agreement Date, the Borrower has furnished or caused to be furnished to the Administrative Agent and the Lenders as of the Agreement Date, the audited financial statements for the Borrower and its Subsidiaries on a consolidated basis for the fiscal year ended December 31, 2017, and the consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2018 and the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer of the Borrower, all of which have been prepared in accordance with GAAP and present fairly, subject, in the case of said balance sheet as at September 30, 2018, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments and the absence of footnotes, in all material respects the financial position of the Borrower and its Subsidiaries on a consolidated basis, on and as at such dates and the results of operations for the periods then ended. As of the date of this Agreement, none of the Borrower or its Subsidiaries has any liabilities, contingent or otherwise, on the Agreement Date, that are material to the Borrower and its Subsidiaries on a consolidated basis other than as disclosed in the financial statements referred to in the preceding sentence or in the reports filed by the Borrower with the Securities and Exchange Commission prior to the Agreement Date or the Obligations.
(i) No Material Adverse Change . Other than as may be disclosed in the public filings of the Borrower with the Securities and Exchange Commission prior to the Agreement Date, there has occurred no event since December 31, 2017 which has had or which would reasonably be expected to have a Materially Adverse Effect.
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(j) ERISA . The Borrower and its Subsidiaries and, to the best of their knowledge, their ERISA Affiliates have fulfilled their respective obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the currently applicable provisions of ERISA and the Code except where any failure or non-compliance would not reasonably be expected to result in a Materially Adverse Effect.
(k) Compliance with Regulations U and X . The Borrower does not own or presently intend to own an amount of margin stock as defined in Regulations U and X (12 C.F.R. Parts 221 and 224) of the Board of Governors of the Federal Reserve System ( margin stock ) representing twenty-five percent (25%) or more of the total assets of the Borrower, as measured on both a consolidated and unconsolidated basis. Neither the making of the Loans nor the use of proceeds thereof will violate, or be inconsistent with, the provisions of any of the above-mentioned regulations.
(l) Investment Company Act . The Borrower is not required to register under the provisions of the Investment Company Act of 1940, as amended.
(m) Solvency . As of the Agreement Date and after giving effect to the transactions contemplated by the Loan Documents (i) the assets and property of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the total amount of liabilities, including contingent liabilities of the Borrower and its Subsidiaries on a consolidated basis; (ii) the capital of the Borrower and its Subsidiaries on a consolidated basis will not be unreasonably small to conduct its business as such business is now conducted and expected to be conducted following the Agreement Date; (iii) the Borrower and its Subsidiaries on a consolidated basis will not have incurred debts, or have intended to incur debts, beyond their ability to pay such debts as they mature; and (iv) the present fair salable value of the assets and property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay their probable liabilities (including debts) as they become absolute and matured. For purposes of this Section, the amount of contingent liabilities at any time will be computed as the amount that, in light of all the facts and circumstances existing as such time, can reasonably be expected to become an actual or matured liability.
(n) Designated Persons; Sanctions Laws and Regulations . Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower, any of their respective directors, officers, brokers or other agents is a Designated Person. The Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions Laws and Regulations in all material respects.
Section 4.2 Survival of Representations and Warranties, Etc . All representations and warranties made under this Agreement and any other Loan Document, shall be deemed to be made, and shall be true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, at and as of the Agreement Date. All representations and warranties made under this Agreement and the other Loan Documents shall survive, and not be waived by, the execution
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hereof by the Lenders and the Administrative Agent, any investigation or inquiry by any Lender or the Administrative Agent, or the making of any Advance under this Agreement.
ARTICLE 5GENERAL COVENANTS
So long as any of the Obligations are outstanding and unpaid:
Section 5.1 Preservation of Existence and Similar Matters . Except as permitted under Section 7.3 hereof or to the extent required for the Borrower or any of its Subsidiaries to maintain its status as a REIT, the Borrower will, and will cause each of its Subsidiaries to, preserve and maintain its existence, and its material rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation, including, without limitation, the Licenses and all other Necessary Authorizations, except where the failure to do so would not reasonably be expected to have a Materially Adverse Effect.
Section 5.2 Compliance with Applicable Law . The Borrower will, and will cause each of its Subsidiaries to comply in all respects with the requirements of all Applicable Law, except when the failure to comply therewith would not reasonably be expected to have a Materially Adverse Effect.
Section 5.3 Maintenance of Properties . The Borrower will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in the ordinary course of business in good repair, working order and condition (reasonable wear and tear excepted) all properties then used or useful in their respective businesses (whether owned or held under lease) that, individually or in the aggregate, are material to the conduct of the business of the Borrower and its Subsidiaries on a consolidated basis, except where the failure to maintain would not reasonably be expected to have a Materially Adverse Effect.
Section 5.4 Accounting Methods and Financial Records . The Borrower will, and will cause each of its Subsidiaries on a consolidated and consolidating basis to, maintain a system of accounting established and administered in accordance with generally accepted accounting principles, keep adequate records and books of account in which complete entries will be made in accordance with generally accepted accounting principles and reflecting all transactions required to be reflected by generally accepted accounting principles, and keep accurate and complete records of their respective properties and assets.
Section 5.5 Insurance . The Borrower will, and will cause each Material Subsidiary to, maintain insurance (including self-insurance) with respect to its properties and business that are material to the conduct of the business of the Borrower and its Subsidiaries on a consolidated basis from responsible companies in such amounts and against such risks as are customary for companies engaged in the same or similar business, with all premiums thereon to be paid by the Borrower and the Material Subsidiaries.
Section 5.6 Payment of Taxes and Claims . The Borrower will, and will cause each of its Subsidiaries to, pay and discharge all Federal income, other material Federal and material state and other material taxes required to be paid by them or imposed upon them or their income or profits or upon any properties belonging to them, prior to the date on which penalties attach thereto, which, if unpaid, might become a Lien or charge upon any of their properties (other than
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Liens permitted pursuant to Section 7.2 hereof); provided , however , that no such tax, assessment, charge, levy or claim need be paid which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on the appropriate books or where the failure to pay would not reasonably be expected to have a Materially Adverse Effect.
Section 5.7 Visits and Inspections . The Borrower will, and will cause each Material Subsidiary to, permit representatives of the Administrative Agent and any of the Lenders, upon reasonable notice, to (a) visit and inspect the properties of the Borrower or any Material Subsidiary during business hours, (b) inspect and make extracts from and copies of their respective books and records, and (c) discuss with their respective principal officers and accountants (with representatives of the Borrower participating in such discussions with their accountants) their respective businesses, assets, liabilities, financial positions, results of operations and business prospects, all at such reasonable times and as often as reasonably requested.
Section 5.8 Use of Proceeds . The Borrower will use the proceeds of the Advances to refinance existing Indebtedness outstanding under the Term Loan Agreement dated as of March 29, 2018 among the Borrower, the lender parties thereto and Mizuho, as administrative agent.
Section 5.9 Maintenance of REIT Status . The Borrower will, at all times, conduct its affairs in a manner so as to continue to qualify as a REIT and elect to be treated as a REIT under all Applicable Laws, rules and regulations until such time as the board of directors of the Borrower deems it in the best interests of the Borrower and its stockholders not to remain qualified as a REIT.
Section 5.10 Senior Credit Facilities . If the provisions of Articles 7 (Negative Covenants) and/or 8 (Default) (and the definitions of defined terms used therein) of any of (i) the Amended and Restated Loan Agreement, dated as of September 19, 2014, as amended on or prior to and in effect on the Agreement Date (the September 2014 Agreement ), among the Borrower and certain agents and lenders from time to time party thereto, (ii) the Loan Agreement dated as of June 28, 2013, as amended on or prior to and in effect on the Agreement Date (the June 2013 Agreement ), among the Borrower and certain agents and lenders from time to time party thereto and (iii) the Loan Agreement, dated as of October 29, 2013, as amended on or prior to and in effect on the Agreement Date (the October 2013 Agreement and together with the September 2014 Agreement and the June 2013 Agreement, the Existing Credit Agreements ) are proposed to be amended or otherwise modified in a manner that is more restrictive from the Borrowers perspective (a Restrictive Change ), the Borrower covenants and agrees that it shall (a) provide the Lenders with written notice describing such proposed Restrictive Change promptly and in any event prior to the effectiveness of such Restrictive Change, and (b) upon fifteen (15) Business Days prior written notice from the Majority Lenders requesting that such Restrictive Change be effected with respect to this Agreement, take such steps as are necessary to effect a Restrictive Change with respect to this Agreement that is acceptable to the Majority Lenders and the Borrower; provided , that, in the event the Borrower fails to effect such equivalent Restrictive Change within such fifteen (15) Business Day period, then, such Restrictive Change to such Existing Credit Agreement shall automatically be applied to this Agreement; provided , further that (i) no default or event of
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default would occur solely by reason of such amendment to this Agreement or any other debt agreement of the Borrower, and (ii) such Restrictive Change shall not be made if doing so would cause the Borrower to fail to maintain, or prevent it from being able to elect, REIT status. Notwithstanding the foregoing, any such Restrictive Change made to this Agreement hereunder shall remain in effect until such time as the applicable Existing Credit Agreement has matured or otherwise been terminated, at which point, unless the Borrowers Debt Ratings (or their related outlooks) have declined since the date this Agreement was executed, the Administrative Agent, Lenders and the Borrower will take such steps as are necessary to amend this Agreement to remove entirely any such amendments made under this Section 5.10 to this Agreement; provided, however, that in the event that (A) the applicable Existing Credit Agreement has matured or otherwise been terminated, and (B) the Borrowers Debt Ratings (or their related outlooks) have declined since the date this Agreement was executed, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to modify such Restrictive Change with respect to its application for the remainder of this Agreement.
ARTICLE 6INFORMATION COVENANTS
So long as any of the Obligations are outstanding and unpaid, the Borrower will furnish or cause to be furnished to the Administrative Agent (with the Administrative Agent to make the same available to the Lenders), at its office:
Section 6.1 Quarterly Financial Statements and Information . Within forty-five (45) days after the last day of each of the first three (3) quarters of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries at the end of such quarter and as of the end of the preceding fiscal year, and the related consolidated statement of operations and the related consolidated statement of cash flows of the Borrower and its Subsidiaries for such quarter and for the elapsed portion of the year ended with the last day of such quarter, which shall set forth in comparative form such figures as at the end of and for such quarter and appropriate prior period and shall be certified by the chief financial officer of the Borrower to have been prepared in accordance with generally accepted accounting principles and to present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end and audit adjustments; provided , that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 7.5 , 7.6 and 7.7 , a statement of reconciliation conforming such financial statements to GAAP; provided , further, that notwithstanding anything to the contrary in this Section 6.1, no financial statements delivered pursuant to this Section 6.1 shall be required to include footnotes.
Section 6.2 Annual Financial Statements and Information . As soon as available, but in any event not later than the earlier of (a) the date such deliverables are required (if at all) by the Securities and Exchange Commission and (b) one hundred twenty (120) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related audited consolidated statement of operations for such fiscal year and for the previous fiscal year, the related audited consolidated statements of cash flow and stockholders equity for such fiscal year and for the previous fiscal
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year, which shall be accompanied by an opinion of Deloitte & Touche, LLP, or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, together with a statement of such accountants (unless the giving of such statement is contrary to accounting practice for the continuing independence of such accountant) that in connection with their audit, nothing came to their attention that caused them to believe that the Borrower was not in compliance with Sections 7.5 , 7.6 and 7.7 hereof insofar as they relate to accounting matters; provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 7.5 , 7.6 and 7.7 , a statement of reconciliation conforming such financial statements to GAAP.
Section 6.3 Performance Certificates . At the time the financial statements are furnished pursuant to Sections 6.1 and 6.2 hereof, a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries on a consolidated basis, in substantially the form attached hereto as Exhibit E :
(a) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, the arithmetical calculations required to establish whether or not the Borrower was in compliance with Sections 7.5 , 7.6 and 7.7 hereof; and
(b) stating that, to the best of his or her knowledge, no Default has occurred and is continuing as at the end of such quarterly period or year, as the case may be, or, if a Default has occurred, disclosing each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default.
Section 6.4 Copies of Other Reports .
(a) Promptly upon receipt thereof, copies of the management letter prepared in connection with the annual audit referred to in Section 6.2 hereof.
(b) Promptly upon receipt thereof, copies of any adverse notice or report regarding any License that would reasonably be expected to have a Materially Adverse Effect.
(c) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Agent or any Lender may reasonably request.
(d) Promptly after the sending thereof, copies of all statements, reports and other information which the Borrower sends to public security holders of the Borrower generally or publicly files with the Securities and Exchange Commission, but solely in the event that any such statement, report or information has not been made publicly available by the Securities and Exchange Commission on the EDGAR or similar system or by the Borrower on its internet website.
Section 6.5 Notice of Litigation and Other Matters . Unless previously disclosed in the public filings of the Borrower with the Securities and Exchange Commission, notice specifying the nature and status of any of the following events, promptly, but in any event not later than
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fifteen (15) days after the occurrence of any of the following events becomes known to the Borrower:
(a) the commencement of all proceedings and investigations by or before any governmental body and all actions and proceedings in any court or before any arbitrator against the Borrower or any of its Subsidiaries or, to the extent known to the Borrower, threatened in writing against the Borrower or any of its Subsidiaries, which would reasonably be expected to have a Materially Adverse Effect;
(b) any material adverse change with respect to the business, assets, liabilities, financial position, results of operations or business prospects of the Borrower and its Subsidiaries, taken as a whole, other than changes which have not had and would not reasonably be expected to have a Materially Adverse Effect and other than changes in the industry in which the Borrower or any of its Subsidiaries operates or the economy or business conditions in general;
(c) any Default, giving a description thereof and specifying the action proposed to be taken with respect thereto; and
(d) the commencement or threatened commencement of any litigation regarding any Plan or naming it or the trustee of any such Plan with respect to such Plan or any action taken by the Borrower or any of its Subsidiaries or any ERISA Affiliate of the Borrower to withdraw or partially withdraw from any Plan or to terminate any Plan, that in each case would reasonably be expected to have a Materially Adverse Effect.
Section 6.6 Certain Electronic Delivery; Public Information . Documents required to be delivered pursuant to this Section 6 (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrowers website on the Internet at the website address listed on Schedule 3 ; or (ii) on which such documents are posted on the Borrowers behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Administrative Agent shall receive notice (by telecopier or electronic mail) of the posting of any such documents and shall be provided access (by electronic mail) to electronic versions ( i.e. , soft copies) of such documents.
The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the Borrower Materials ) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform ) and (b) certain of the Lenders (each, a Public Lender ) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked PUBLIC which, at a minimum, shall mean that the word PUBLIC shall appear prominently
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on the first page thereof; (x) by marking Borrower Materials PUBLIC, the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute confidential information, they shall be treated as set forth in Section 11.18 ); (y) all Borrower Materials marked PUBLIC are permitted to be made available through a portion of the Platform designated Public Side Information; and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked PUBLIC as being suitable only for posting on a portion of the Platform not marked as Public Investor. Notwithstanding the foregoing, (1) the Borrower shall be under no obligation to mark any Borrower Materials PUBLIC and (2) the following Borrower Materials shall be marked PUBLIC, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Loans.
Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the Private Side Information or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lenders compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not made available through the Public Side Information portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities laws.
Section 6.7 Know Your Customer Information . Upon a merger or consolidation pursuant to Section 7.3(b) , the Borrower or the surviving corporation into which the Borrower is merged or consolidated shall deliver for the benefit of the Lenders and the Administrative Agent, such other documents as may reasonably be requested in connection with such merger or consolidation, including, without limitation, information in respect of know your customer and similar requirements, an incumbency certificate and an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Majority Lenders, to the effect that all agreements or instruments effecting the assumption of the Obligations of the Borrower under the Notes, this Agreement and the other Loan Documents pursuant to the terms of Section 7.3(b) are enforceable in accordance with their terms and comply with the terms hereof.
ARTICLE 7NEGATIVE COVENANTS
So long as any of the Obligations are outstanding and unpaid:
Section 7.1 Indebtedness; Guaranties of the Borrower and its Subsidiaries . The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness (including, without limitation, any Guaranty) except:
(a) Indebtedness existing on the date hereof and disclosed in the public filings of the Borrower with the Securities and Exchange Commission and any refinancing, extensions,
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renewals and replacements (including through open market purchases and tender offers) of any such Indebtedness that do not (i) increase the outstanding principal amount and any existing commitments not utilized thereunder, or accreted value thereof (or, in the case of open market purchases and tender offers, exceed the current market value thereof) plus any accrued interest thereon, the amount of any premiums and any costs and expenses incurred to effect such refinancing, extension, renewal or replacement, (ii) result in an earlier maturity date or decrease the weighted average life thereof or (iii) change the direct or any contingent obligor with respect thereto;
(b) Indebtedness owed to the Borrower or any of its Subsidiaries;
(c) Indebtedness existing at the time a Subsidiary of the Borrower (not having previously been a Subsidiary) (i) becomes a Subsidiary of the Borrower or (ii) is merged or consolidated with or into a Subsidiary of the Borrower and any refinancing, extensions, renewals and replacements (including through open market purchases and tender offers) of any such Indebtedness that do not (x) increase the outstanding principal amount, including any existing commitments not utilized thereunder, or accreted value thereof (or, in the case of open market purchases and tender offers, exceed the current market value thereof) plus any accrued interest thereon, the amount of any premiums and any costs and expenses incurred to effect such refinancing, extension, renewal or replacement or (y) result in an earlier maturity date or decrease the weighted average life thereof; provided that such Indebtedness is not created in contemplation of such merger or consolidation;
(d) Indebtedness secured by Permitted Liens;
(e) Capitalized Lease Obligations;
(f) obligations under Hedge Agreements; provided that such Hedge Agreements shall not be speculative in nature;
(g) Indebtedness of Subsidiaries of the Borrower, so long as (i) no Default exists or would be caused thereby and (ii) the principal outstanding amount of such Indebtedness at the time of its incurrence does not exceed (when taken together with the principal outstanding amount at such time of Indebtedness incurred under Section 7.1(i) hereof (or portion thereof) that is guaranteed by any Subsidiary of the Borrower), in the aggregate, the greater of (x) $2,500,000,000 and (y) fifty percent (50%) of Adjusted EBITDA of the Borrower and its Subsidiaries on a consolidated basis as of the last day of the most recently completed fiscal quarter;
(h) Indebtedness under (i) the SpectraSite ABS Facility and (ii) any additional ABS Facilities entered into by the Borrower or any of its Subsidiaries (including any increase of the SpectraSite ABS Facility) so long as, in each case after giving pro forma effect to such ABS Facility, the Borrower is in compliance with Sections 7.5 , 7.6 and 7.7 hereof;
(i) (i) Indebtedness under the Loan Documents and (ii) other Indebtedness of the Borrower so long as, in each case after giving pro forma effect to such other Indebtedness, the Borrower is in compliance with Sections 7.5 , 7.6 and 7.7 hereof;
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(j) Guaranties by the Borrower of any of the foregoing except for the Indebtedness set forth under Section 7.1(h) hereof; and
(k) Guaranties by any Subsidiary of the Borrower of any of the foregoing except for the Indebtedness set forth under Section 7.1(h) hereof; provided that there shall be no prohibition against Guaranties by any Subsidiaries of the Borrower that (i) are special purposes entities directly involved in any ABS Facilities and (ii) have no material assets other than the direct or indirect Ownership Interests in special purpose entities directly involved in such ABS Facilities; provided further that the principal outstanding amount of any Indebtedness set forth in Section 7.1(i) hereof (or portion thereof) that is guaranteed by any Subsidiary of the Borrower shall not exceed (when taken together with the principal outstanding amount at such time of Indebtedness incurred under Section 7.1(g) hereof), in the aggregate, the greater of (x) $2,500,000,000 and (y) fifty percent (50%) of Adjusted EBITDA of the Borrower and its Subsidiaries on a consolidated basis as of the last day of the most recently completed fiscal quarter; and
(l) In respect of Subsidiaries of the Borrower that are owned by the Borrower and one or more joint venture partners, Indebtedness of such Subsidiaries owed to such joint venture partners.
For purposes of determining compliance with this Section 7.1 , (A) if an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Borrower, in its sole discretion, shall classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses, although the Borrower may divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later re-divide or reclassify all or a portion of such item of Indebtedness in any manner that complies with this Section 7.1 and (B) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in conformity with GAAP.
Section 7.2 Limitation on Liens . The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur or permit to exist or to be created, assumed, incurred or permitted to exist, directly or indirectly, any Lien on any of its properties or assets, whether now owned or hereafter acquired, except for (i) Liens securing the Obligations (if any), (ii) Permitted Liens, and (iii) Liens securing Indebtedness permitted under Section 7.1(a) (but only if and to the extent such Indebtedness (or the Indebtedness which was refinanced, extended, renewed or replaced) is secured as of the date hereof), Section 7.1(c) (but only if and to the extent such Indebtedness (or the Indebtedness which was refinanced, extended, renewed or replaced) is secured as of the date the Subsidiary that incurred such Indebtedness became a Subsidiary of the Borrower), Section 7.1(g) , Section 7.1(h) or Section 7.1(k) .
Section 7.3 Liquidation, Merger or Disposition of Assets .
(a) Disposition of Assets . The Borrower shall not, and shall not permit any of its Subsidiaries to, at any time sell, lease, abandon, or otherwise dispose of any assets (other than assets disposed of in the ordinary course of business), except for (i) the transfer of assets among the Borrower and its Subsidiaries (excluding Subsidiaries of such Persons described in clause (b)
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of the definition of Subsidiary if the requirements of clause (a) thereof are not otherwise met) or the transfer of assets between or among the Borrowers Subsidiaries (excluding Subsidiaries of such Persons described in clause (b) of the definition of Subsidiary if the requirements of clause (a) thereof are not otherwise met), (ii) the transfer of assets by the Borrower or any of its Subsidiaries to Unrestricted Subsidiaries representing an amount not to exceed, in any given fiscal year, fifteen percent (15%) of Adjusted EBITDA of the Borrower and its Subsidiaries on a consolidated basis as of the last day of the immediately preceding fiscal year, but in aggregate for the period commencing on the Agreement Date and ending of the date of such transfer, not more than twenty-five percent (25%) of Adjusted EBITDA of the Borrower and its Subsidiaries on a consolidated basis as of the last day of the fiscal year immediately preceding the date of such transfer, or (iii) the disposition of assets for fair market value so long as no Default exists or will be caused to occur as a result of such disposition; provided that, in respect of this clause (iii), the fair market value of all such assets disposed of by the Borrower and its Subsidiaries during any fiscal year shall not exceed fifteen percent (15%) of Consolidated Total Assets as of the last day of the immediately preceding fiscal year. For the avoidance of doubt, cash and cash equivalents shall not be considered assets subject to the provisions of this Section 7.3(a) .
(b) Liquidation or Merger . The Borrower shall not, at any time, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation, other than (i) a merger or consolidation among the Borrower and one or more of its Subsidiaries; provided , however , that the Borrower is the surviving Person, (ii) in connection with an Acquisition permitted hereunder effected by a merger in which the Borrower is the surviving Person, or (iii) a merger or consolidation (including, without limitation, in connection with an Acquisition permitted hereunder) among the Borrower, on the one hand, and any other Person (including, without limitation, an Affiliate), on the other hand, where the surviving Person (if other than the Borrower) (A) is a corporation, partnership, or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and (B) on the effective date of such merger or consolidation expressly assumes, by supplemental agreement, executed and delivered to the Administrative Agent, for itself and on behalf of the Lenders, in form and substance reasonably satisfactory to the Majority Lenders, all the Obligations of the Borrower under the Notes, this Agreement and the other Loan Documents; provided , however , that, in each case, no Default exists or would be caused thereby.
Section 7.4 Restricted Payments . The Borrower shall not, and shall not permit any of its Subsidiaries to, make any Restricted Payments; provided , however that the Borrower and its Subsidiaries may make any Restricted Payments so long as no Default exists or would be caused thereby, and, provided , further that, (a) for so long as the Borrower is a REIT, during the continuation of a Default, the Borrower and its Subsidiaries may make any Restricted Payments provided they do not exceed in the aggregate for any four consecutive fiscal quarters of the Borrower occurring from and after September 30, 2013, (i) 95% of Funds From Operations for such four fiscal quarter period, or (ii) such greater amount as may be required to comply with Section 5.9 or to avoid the imposition of income or excise taxes on the Borrower, and (b) the Borrower may make any Restricted Payment required to comply with Section 5.9 , including, for the avoidance of doubt, any Restricted Payment necessary to satisfy the requirements of section 857(a)(2)(B) of the Code, or any successor provision, or to avoid the imposition of any income or excise taxes.
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Section 7.5 Senior Secured Leverage Ratio . As of the end of each fiscal quarter, the Borrower shall not permit the ratio of (i) Senior Secured Debt on such calculation date to (ii) Adjusted EBITDA, as of the last day of such fiscal quarter, to be greater than 3.00 to 1.00.
Section 7.6 Total Borrower Leverage Ratio .
As of the end of each fiscal quarter, the Borrower shall not permit the ratio of (a) Total Debt on such calculation date to (b) Adjusted EBITDA, as of the last day of such fiscal quarter to be greater than 6.00 to 1.00; provided that in lieu of the foregoing, for any such date occurring after a Qualified Acquisition (as defined below) and on or prior to the last day of the fourth full fiscal quarter of the Borrower after the consummation of such Qualified Acquisition, the Borrower will not permit such ratio as of such date to exceed 7.00 to 1.00.
Qualified Acquisition means an Acquisition by the Borrower or any Subsidiary which has been designated to the Lenders by an authorized officer of the Borrower as a Qualified Acquisition so long as, on a pro forma basis after giving effect to such Acquisition, the ratio of Total Debt to Adjusted EBITDA as of the last day of the most recently ended fiscal quarter of the Borrower (for which financial statements have been delivered pursuant to Section 6.1 or 6.2 ) prior to such acquisition would be no less than 5.00 to 1.00; provided that (i) no such designation may be made with respect to any Acquisition prior to the end of the fourth full fiscal quarter following the completion of the most recently consummated Qualified Acquisition unless the ratio of Total Debt to Adjusted EBITDA as of the last day of the most recently ended fiscal quarter of the Borrower (for which financial statements have been delivered pursuant to Section 6.1 or 6.2 ) prior to the consummation of such Acquisition was no greater than 5.50 to 1.00, (ii) the aggregate consideration for such Acquisition (including the aggregate principal amount of any Indebtedness assumed thereby) is equal to or greater than $850,000,000 and (iii) the Borrower may designate no more than three (3) such Acquisitions as a Qualified Acquisition during the term of this Agreement.
Section 7.7 Interest Coverage Ratio . So long as the Debt Rating received from each of Standard and Poors, Moodys and Fitch is lower than BBB-, Baa3, or BBB-, respectively, as of the end of each fiscal quarter, based upon the financial statements delivered pursuant to Section 6.1 or 6.2 hereof for such quarter, the Borrower shall maintain a ratio of (a) Adjusted EBITDA as of the end of such fiscal quarter to (b) Interest Expense for the twelve (12) month period then ending, of not less than 2.50 to 1.00.
Section 7.8 Affiliate Transactions . Except (i) as specifically provided herein (including, without limitation, Sections 7.1 , 7.3 and 7.4 hereof), (ii) investments of cash and cash equivalents in Unrestricted Subsidiaries, and (iii) as may be disclosed in the public filings of the Borrower with the Securities and Exchange Commission prior to the Agreement Date, the Borrower shall not, and shall not permit any of its Subsidiaries to, at any time engage in any transaction with an Affiliate, other than between or among the Borrower and/or any Subsidiaries of the Borrower or in the ordinary course of business, or make an assignment or other transfer of any of its properties or assets to any Affiliate, in each case on terms less advantageous in any material respect to the Borrower or such Subsidiary than would be the case if such transaction had been effected with a non-Affiliate.
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Section 7.9 Restrictive Agreements . The Borrower shall not, nor shall the Borrower permit any of its Material Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Material Subsidiary of the Borrower to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Material Subsidiary of the Borrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Applicable Law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions contained in agreements relating to the sale of a Material Subsidiary of the Borrower pending such sale; provided that such restrictions and conditions apply only to the Material Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions and conditions contained in any instrument governing Indebtedness or Ownership Interests of a Person acquired by the Borrower or any of its Material Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred, or such Ownership Interests were issued, in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments; provided that the encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as whole, are not materially more restrictive than the encumbrances or restrictions contained in instruments as in effect on the date of acquisition, (iv) the foregoing shall not apply to restrictions and conditions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business, (v) the foregoing shall not apply to restrictions and conditions imposed on the transfer of copyrighted or patented materials or other intellectual property and customary provisions in agreements that restrict the assignment of such agreements or any rights thereunder, (vi) the foregoing shall not apply to restrictions and conditions imposed by contracts or leases entered into in the ordinary course of business by the Borrower or any of its Material Subsidiaries with such Persons customers, lessors or suppliers and (vii) the foregoing shall not apply to restrictions and conditions imposed upon the borrower, issuer, guarantor, pledgor or lender entities under ABS Facilities permitted under Section 7.1(h) hereof or which arise in connection with any payment default regarding Indebtedness otherwise permitted under Section 7.1 hereof.
Section 7.10 Use of Proceeds . The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, use the proceeds of any Loan directly, or to the Borrowers knowledge indirectly, to fund any operations in, finance any investments or activities in, or make any payments to a Designated Person or a Sanctioned Country, in violation of Anti-Corruption Laws or in any manner that would result in the violation of any Sanctions Laws and Regulations applicable to any party hereto.
ARTICLE 8DEFAULT
Section 8.1 Events of Default . Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or
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be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any governmental or non-governmental body:
(a) any representation or warranty made under this Agreement shall prove to be incorrect in any material respect when made or deemed to be made pursuant to Section 4.2 hereof;
(b) the Borrower shall default in the payment of (i) any interest hereunder or under any of the Notes or fees or other amounts payable to the Lenders and the Administrative Agent under any of the Loan Documents, or any of them, when due, and such Default shall not be cured by payment in full within five (5) Business Days from the due date or (ii) any principal hereunder or under any of the Notes when due;
(c) the Borrower or any Material Subsidiary, as applicable, shall default in the performance or observance of any agreement or covenant contained in Sections 5.1 (as to the existence of the Borrower), 5.8 , 5.10 , 7.1 , 7.2 , 7.3 , 7.4 , 7.5 , 7.6 , 7.7 and 7.9 hereof;
(d) the Borrower or any of its Subsidiaries, as applicable, shall default in the performance or observance of any other agreement or covenant contained in this Agreement not specifically referred to elsewhere in this Section 8.1 , and such default shall not be cured within a period of thirty (30) days (or with respect to Sections 5.3 , 5.4 , 5.5 , 5.6 , 6.4 , 6.5 and 7.8 hereof, such longer period not to exceed sixty (60) days if such default is curable within such period and the Borrower is proceeding in good faith with all diligent efforts to cure such default) from the later of (i) occurrence of such Default and (ii) the date on which such Default became known to the Borrower;
(e) there shall occur any default in the performance or observance of any agreement or covenant or breach of any representation or warranty contained in any of the Loan Documents (other than this Agreement or as otherwise provided in this Section 8.1 ) by the Borrower, which shall not be cured within a period of thirty (30) days (or such longer period not to exceed sixty (60) days if such default is curable within such period and the Borrower is proceeding in good faith with all diligent efforts to cure such default) from the date on which such default became known to the Borrower;
(f) there shall be entered and remain unstayed a decree or order for relief in respect of the Borrower or any Material Subsidiary Group under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable Federal or state bankruptcy law or other similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official of the Borrower or any Material Subsidiary Group, or of any substantial part of their respective properties, or ordering the winding-up or liquidation of the affairs of the Borrower or any Material Subsidiary Group; or an involuntary petition shall be filed against the Borrower or any Material Subsidiary Group, and (i) such petition shall not be diligently contested, or (ii) any such petition shall continue undismissed or unstayed for a period of ninety (90) consecutive days;
(g) the Borrower or any Material Subsidiary Group shall file a petition, answer or consent seeking relief under Title 11 of the United States Code, as now constituted or
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hereafter amended, or any other applicable Federal or state bankruptcy law or other similar law, or the Borrower or any Material Subsidiary Group shall consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment or taking of possession of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Borrower or any Material Subsidiary Group or of any substantial part of their respective properties, or the Borrower or any Material Subsidiary Group shall fail generally to pay their respective debts as they become due or shall be adjudicated insolvent; or the Borrower or any Material Subsidiary Group shall take any action in furtherance of any such action;
(h) a judgment not covered by insurance or indemnification, where the indemnifying party has agreed to indemnify and is financially able to do so, shall be entered by any court against the Borrower or any Material Subsidiary Group for the payment of money which exceeds singly, or in the aggregate with other such judgments, $400,000,000.00, or a warrant of attachment or execution or similar process shall be issued or levied against property of the Borrower or any Material Subsidiary Group which, together with all other such property of the Borrower or any Material Subsidiary Group subject to other such process, exceeds in value $400,000,000.00 in the aggregate, and if, within thirty (30) days after the entry, issue or levy thereof, such judgment, warrant or process shall not have been paid or discharged or stayed pending appeal or removed to bond, or if, after the expiration of any such stay, such judgment, warrant or process, shall not have been paid or discharged or removed to bond;
(i) except to the extent that would not reasonably be expected to have a Materially Adverse Effect collectively or individually, (i) there shall be at any time any accumulated funding deficiency, as defined in ERISA or in Section 412 of the Code, with respect to any Plan maintained by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or to which the Borrower, any of its Subsidiaries or any ERISA Affiliate has any liabilities, or any trust created thereunder; (ii) a trustee shall be appointed by a United States District Court to administer any such Plan; (iii) PBGC shall institute proceedings to terminate any such Plan; (iv) the Borrower, any of its Subsidiaries or any ERISA Affiliate shall incur any liability to PBGC in connection with the termination of any such Plan; or (v) any Plan or trust created under any Plan of the Borrower, any of its Subsidiaries or any ERISA Affiliate shall engage in a prohibited transaction (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject any such Plan, any trust created thereunder, any trustee or administrator thereof, or any party dealing with any such Plan or trust to material tax or penalty on prohibited transactions imposed by Section 502 of ERISA or Section 4975 of the Code;
(j) there shall occur (i) any acceleration of the maturity of any Indebtedness of the Borrower or any Material Subsidiary in an aggregate principal amount exceeding $400,000,000.00, or, as a result of a failure to comply with the terms thereof, such Indebtedness shall otherwise have become due and payable prior to its scheduled maturity; or (ii) any failure to make any payment when due (after any applicable grace period) with respect to any Indebtedness of the Borrower or any Material Subsidiary (other than the Obligations) in an aggregate principal amount exceeding $400,000,000.00;
(k) any material Loan Document or any material provision thereof, shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by the Borrower seeking to establish the invalidity or
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unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or the Borrower shall deny that it has any liability or obligation for the payment of principal or interest purported to be created under any Loan Document (other than in accordance with its terms); or
(l) there shall occur any Change of Control.
Section 8.2 Remedies .
(a) If an Event of Default specified in Section 8.1 (other than an Event of Default under Section 8.1(f) or (g) hereof) shall have occurred and shall be continuing, the Administrative Agent, at the request of the Majority Lenders but subject to Section 9.3 hereof, shall declare the principal of and interest on the Loans and the Notes, if any, and all other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes and any other Loan Documents to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Agreement, the Notes or any other Loan Document to the contrary notwithstanding.
(b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, all without any action by the Administrative Agent, the Lenders, the Majority Lenders or any of them, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in the other Loan Documents to the contrary notwithstanding.
(c) Upon acceleration of the Loans, as provided in Section 8.2(a) or (b) hereof, the Administrative Agent and the Lenders shall have all of the post-default rights granted to them, or any of them, as applicable under the Loan Documents and under Applicable Law.
(d) The rights and remedies of the Administrative Agent and the Lenders hereunder shall be cumulative, and not exclusive.
Section 8.3 Payments Subsequent to Declaration of Event of Default . Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this Agreement made to the Administrative Agent and the Lenders or otherwise received by any of such Persons shall be paid over to the Administrative Agent (if necessary) and distributed by the Administrative Agent as follows: first , to the Administrative Agents and the Lenders reasonable costs and expenses, if any, incurred in connection with the collection of such payment or prepayment, including, without limitation, all amounts under Section 11.2(b) hereof; second , to the Administrative Agent for any fees hereunder or under any of the other Loan Documents then due and payable; third , to the Lenders pro rata on the basis of their respective unpaid principal amounts (except as provided in Section 2.2(e) hereof), for the payment of any unpaid interest which may have accrued on the Obligations and any fees hereunder or under any of the other Loan Documents then due and payable; fourth , to the Lenders pro rata until all Loans have been paid in full, for the payment of the Loans; fifth , to the Lenders pro rata on the basis of their
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respective unpaid amounts, for the payment of any other unpaid Obligations; and sixth , to the Borrower or as otherwise required by Applicable Law.
ARTICLE 9THE ADMINISTRATIVE AGENT
Section 9.1 Appointment and Authorization . Each of the Lenders hereby irrevocably appoints Mizuho Bank, Ltd. to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.
Section 9.2 Rights as a Lender . The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term Lender or Lenders shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
Section 9.3 Exculpatory Provisions . The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law; and
(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith
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shall be necessary, under the circumstances as provided in Sections 11.11 and 8.2 ) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower or a Lender.
The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
Section 9.4 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
Section 9.5 Resignation of Administrative Agent . (a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right to appoint a successor, which shall (i) be a bank with (A) an office in the United States, or an Affiliate of a bank with an office in the United States, and (B) combined capital and reserves in excess of $250,000,000 (clauses (A) and (B) together, the Agent Qualifications ) and (ii) so long as no Event of Default is continuing, be reasonably acceptable to Borrower. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the Resignation Effective Date ), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and in consultation with the Borrower, appoint a successor Administrative Agent meeting the Agent Qualifications. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
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(a) If the Person serving as Administrative Agent has, (i) become the subject of a voluntary proceeding under any bankruptcy or other debtor relief law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any voluntary or involuntary proceeding under any bankruptcy or other debtor relief law or any such appointment, the Majority Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and appoint a successor Administrative Agent meeting the Agent Qualifications and which, so long as no Event of Default is continuing, is reasonably acceptable to Borrower. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Majority Lenders) (the Removal Effective Date ), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
(b) With effect from, as applicable, the Resignation Effective Date or the Removal Effective Date (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Majority Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successors appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agents resignation hereunder and under the other Loan Documents, the provisions of this Article and Sections 11.2 and 11.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.
Section 9.6 Non-Reliance on Administrative Agent and Other Lenders . Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
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Section 9.7 Indemnification . The Lenders severally agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower but without affecting the Borrowers obligations with respect thereto) pro rata, from and against any and all liabilities, obligations, losses (other than the loss of principal, interest and fees hereunder in the event of a bankruptcy or out-of-court work-out of the Loans), damages, penalties, actions, judgments, suits, or reasonable out-of-pocket costs, expenses (including, without limitation, fees and disbursements of experts, agents, consultants and counsel), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement, any other Loan Document, or any other document contemplated by this Agreement or any other Loan Document or any action taken or omitted by the Administrative Agent under this Agreement, any other Loan Document, or any other document contemplated by this Agreement, except that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, or reasonable out-of-pocket costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent as determined by a final, non-appealable judicial order of a court having jurisdiction over the subject matter.
Section 9.8 No Responsibilities of the Agents . Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Co-Syndication Agents, the Joint Lead Arrangers and the Joint Bookrunners (as set forth on the cover page hereof) shall not have any duties or responsibilities, nor shall the Co-Syndication Agents, the Joint Lead Arrangers or Joint Bookrunners have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Co-Syndication Agents, the Joint Lead Arrangers or Joint Bookrunners.
Section 9.9 Lender ERISA Matters . Each Lender represents and warrants as of the date hereof to the Administrative Agent and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrower, that such Lender is not and will not be (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code; (iii) an entity deemed to hold plan assets of any such plans or accounts for purposes of ERISA or the Internal Revenue Code that is using plan assets of any such plans or accounts to fund or hold Loans or perform its obligations under this Agreement; or (iv) a governmental plan within the meaning of ERISA.
ARTICLE 10 CHANGES IN CIRCUMSTANCES
AFFECTING LIBOR ADVANCES AND INCREASED COSTS
Section 10.1 LIBOR Basis Determination Inadequate or Unfair .
(1) If with respect to any proposed LIBOR Advance for any Interest Period, (a) the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advance will not adequately reflect the cost to such Lenders of making, funding or maintaining their LIBOR Advances for such Interest Period, or (b) the Administrative Agent determines after consultation with the Lenders that adequate and fair means do not exist for determining the LIBOR Basis, the
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Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such situation no longer exist, the obligations of any affected Lender to make its portion of such LIBOR Advances shall be suspended and each affected Lender shall make its portion of such LIBOR Advance as a Base Rate Advance.
(2) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (1)(b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (1)(b) have not arisen but either (w) the supervisor for the administrator of LIBOR has made a public statement that the administrator of LIBOR is insolvent (and there is no successor administrator that will continue publication of LIBOR), (x) the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of LIBOR), (y) the supervisor for the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of LIBOR or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 11.11 , such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date such amendment is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (2) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 10.1(2) , only to the extent LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any Request for Advance requesting a Conversion of any Base Rate Advance to, or continuation of any Base Rate Advance as, a LIBOR Advance shall be ineffective and (y) if any Request for Advance requests a LIBOR Advance, such Advance shall be made as an Base Rate Advance.
Section 10.2 Illegality . If, after the date hereof, the adoption of any Applicable Law, or any change in any Applicable Law (whether adopted before or after the Agreement Date), or any change in interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender to make,
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maintain or fund its portion of LIBOR Advances, such Lender shall so notify the Administrative Agent, and the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower. Before giving any notice to the Administrative Agent pursuant to this Section 10.2 , such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the sole reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained in Article 2 hereof, the Borrower shall Convert such LIBOR Advance to a Base Rate Advance on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Advance if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Advance to such day or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Advance to such day.
Section 10.3 Increased Costs and Additional Amounts .
(a) If after the date hereof, the adoption of any Applicable Law, or any change in any Applicable Law (whether adopted before or after the Agreement Date), or any interpretation or change in interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Lender with any directive issued after the Agreement Date (whether or not having the force of law) of any such authority, central bank or comparable agency:
(i) shall subject any Lender to any Tax with respect to its obligation to make its portion of LIBOR Advances, or its portion of other Advances, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its portion of LIBOR Advance or in respect of any other amounts due under this Agreement, or its obligation to make its portion of Advances (except for changes with respect to Taxes imposed on the revenues or net income of such Lender, and except for any Taxes referred to in Section 10.3(b) hereof); or
(ii) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), special deposit, capital adequacy or liquidity, assessment or other requirement or condition against assets of, deposits with or for the account of, or commitments or credit extended by, any Lender or shall impose on any Lender or the London interbank borrowing market any other condition affecting its obligation to make its portion of such LIBOR Advances or its portion of existing Advances;
and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any of its portion of such LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note, if any, with respect thereto, then, within ten (10) days after demand by such Lender, the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis for such increased costs; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
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rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be enacted, adopted or issued after the date hereof, regardless of the date enacted, adopted or issued.
(b) Except as required by Applicable Law, all payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income or other similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings ( Taxes ), now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority, excluding any Taxes imposed on a Lender by reason of any connection between the Lender and the taxing jurisdiction other than a connection that is solely attributable to executing, delivering, performing or enforcing this Agreement and receiving payments hereunder. If any such non-excluded Taxes (collectively, the Non-Excluded Taxes ) are required to be withheld or deducted from any such payment, the Borrower shall pay such additional amounts as may be necessary to ensure that the net amount actually received by a Lender after such withholding or deduction is equal to the amount that the Lender would have received had no such withholding or deduction been required; provided, however , that the Borrower shall not be required to increase any such amounts payable to any Lender if such Lender fails to comply with the requirements of Section 2.12 hereof, provided , further , that the Borrower shall not be required to pay any additional amounts in respect of Taxes imposed under FATCA, provided, further , that the Borrower shall not be required to pay any U.S. withholding Taxes imposed on amounts payable to or for the account of any Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or (ii) such Lender changes its lending office, except, in each case, to the extent that, pursuant to this Section 10.3 , amounts with respect to such Taxes were payable either to such Lenders assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fail to remit to the Administrative Agent the required receipts or other documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as result of any such failure. The Borrower shall make any payments required pursuant to the immediately preceding sentence within thirty (30) days after receipt of written demand therefor from the Administrative Agent or any Lender, as the case may be. The agreements set forth in this Section 10.3 shall survive the termination of this Agreement and the payment of the Obligations. Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 10.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender made in good faith, be otherwise disadvantageous to such Lender.
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(c) Any Lender claiming compensation under this Section 10.3 shall provide the Borrower with a written certificate setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor in reasonable detail. Such certificate shall be presumptively correct absent manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 10.3 shall not constitute a waiver of such Lenders right to demand such compensation, provided that, other than in respect of Taxes, the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section if the circumstances giving rise to such compensation occurred more than six (6) months prior to the date that such Lender notifies the Borrower of such circumstances and of such Lenders intention to claim compensation therefor (except that, if such circumstances are retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof). If any Lender demands compensation under this Section 10.3 , the Borrower may at any time, upon at least five (5) Business Days prior notice to such Lender, Convert into a Base Rate Advance such Lenders portion of the then outstanding LIBOR Advances, and pay to such Lender the accrued interest and fees thereon to the date of Conversion, along with any reimbursement required under Section 2.9 hereof and this Section 10.3 .
(d) The Borrower shall pay any present or future stamp, transfer or documentary Taxes or any other excise or property Taxes that may be imposed in connection with the execution, delivery or registration of this Agreement or any other Loan Documents.
(e) If any party receives a refund of any Taxes for which it has been indemnified pursuant to this Section 10.3 , it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant governmental authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (e) (plus any penalties, interest or other charges imposed by the relevant governmental authority) in the event that such indemnified party is required to repay such refund to such governmental authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
Section 10.4 Effect On Other Advances . If notice has been given pursuant to Section 10.1 , 10.2 or 10.3 hereof suspending the obligation of any Lender to make its portion of any LIBOR Advance, or requiring such Lenders portion of LIBOR Advances to be Converted, then, unless and until such Lender notifies the Borrower that the circumstances giving rise to such Conversion no longer apply, all amounts which would otherwise be made by such Lender
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as its portion of LIBOR Advances shall be made instead as Base Rate Advances, unless otherwise notified by the Borrower.
Section 10.5 Claims for Increased Costs and Taxes; Replacement Lenders . In the event that any Lender shall (y) decline to make LIBOR Advances pursuant to Sections 10.1 and 10.2 hereof, or (z) have notified the Borrower that it is entitled to claim compensation pursuant to Section 10.3 , 2.8 , 2.9 or 2.11 hereof or is unable to complete the form required or is subject to withholding on account of any Tax (each such lender being an Affected Lender ), the Borrower at its own cost and expense may designate a replacement lender (a Replacement Lender ) to purchase the outstanding Loans of such Affected Lender and such Affected Lenders rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Affected Lender shall (a) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Affected Lender, by way of an Assignment and Assumption substantially in the form of Exhibit F attached hereto, for a purchase price equal to (unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including without limitation, payment by the Borrower of any amount which would be payable to such Affected Lender pursuant to Section 2.9 hereof (provided that the administrative fee set forth in Section 11.4(b)(iv) shall not apply to an assignment described in this clause (a)), and (b) upon such assumption and purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a Lender for purposes of this Agreement and such Affected Lender shall cease to be a Lender for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of this Agreement).
ARTICLE 11MISCELLANEOUS
Section 11.1 Notices .
(a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i) if to the Borrower or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 3 ; and
(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified to the Administrative Agent (including, as appropriate, notices delivered solely to the Person designated by a Lender for the delivery of notices that may contain material non-public information relating to the Borrower).
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Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b) .
(b) Electronic Communications . Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent and the Borrower, provided that the foregoing shall not apply to notices to any Lender pursuant to Article 2 if such Lender has notified the Administrative Agent and the Borrower that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the senders receipt of an acknowledgement from the intended recipient (such as by the return receipt requested function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
(c) The Platform . THE PLATFORM IS PROVIDED AS IS AND AS AVAILABLE. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the Agent Parties ) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowers or the Administrative Agents transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided , however , that in no event shall
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any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(d) Change of Address, Etc . Each of the Borrower and the Administrative Agent may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the Private Side Information or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lenders compliance procedures and Applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the Public Side Information portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.
(e) Reliance by Administrative Agent and Lenders . The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
Section 11.2 Expenses . The Borrower will promptly pay, or reimburse:
(a) all reasonable and documented out-of-pocket expenses of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents, and the transactions contemplated hereunder and thereunder any amendments, waivers and consents associated therewith, including, without limitation, the reasonable and documented fees and disbursements of Shearman & Sterling LLP, special counsel for the Administrative Agent; and
(b) all documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders of enforcement under this Agreement or the other Loan Documents and all documented out-of-pocket costs and expenses of collection if an Event of Default occurs in the payment of the Notes, which in each case shall include, without limitation, reasonable fees and out-of-pocket expenses of one counsel for the Administrative Agent and one counsel for all Lenders.
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Section 11.3 Waivers . The rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure or delay by the Administrative Agent, the Majority Lenders and the Lenders, or any of them, in exercising any right, shall operate as a waiver of such right. No waiver of any provision of this Agreement or consent to any departure by the Borrower or any of its Subsidiaries therefrom shall in any event be effective unless the same shall be permitted by Section 11.11 , and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.
Section 11.4 Assignment and Participation .
(a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section, or (iv) to an SPC in accordance with the provisions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:
(i) Minimum Amounts.
(A) in the case of an assignment of the entire remaining amount of the Loans at the time owing to the assigning Lender or in the case of an assignment to a Lender, an Affiliate of a Lender, no minimum amount need be assigned; and
(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is
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delivered to the Administrative Agent or, if Trade Date is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).
(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lenders rights and obligations under this Agreement with respect to the Loans assigned;
(iii) Required Consents . No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or an Affiliate of a Lender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender or an Affiliate of such Lender;
(iv) Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire in form and substance reasonably satisfactory to the Administrative Agent.
(v) No Assignment to Certain Persons . No such assignment shall be made (A) to the Borrower or any of the Borrowers Affiliates or (B) to a natural person.
Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lenders rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 10.2 , 10.3 and 10.5 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such
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Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
(c) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agents Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the principal amounts of the Loans owing to each Lender pursuant to the terms hereof from time to time (the Register ). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. This Section 11.4(c) shall be construed so that the Obligations are at all times maintained in registered form within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any other relevant or successor provisions of the Code or Treasury Regulations promulgated thereunder). The Register shall be available for inspection by the Borrower and any Lender, as to its Commitments only, at any reasonable time and from time to time upon reasonable prior notice.
(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrowers Affiliates) (each, a Participant ) in all or a portion of such Lenders rights and/or obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (i) such Lenders obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lenders rights and obligations under this Agreement.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (ii)(A), (B) or (C) of Section 11.11(a) that affects such Participant. Subject to the following paragraph, the Borrower agrees that each Participant shall be entitled to the benefits of Section 10.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section.
A Participant shall not be entitled to receive any greater payment under Section 10.3 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would be a foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.12 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participants interest in the Loans or other obligations under this Agreement (the Participant
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Register ); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participants interest in any Commitments, Loans, or its other obligations under any Loan Document) except each Lender that sells a participation shall make a copy of the Participant Register available for the Borrower and the Administrative Agent to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Borrower, the Lenders and the Administrative Agent shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary.
(e) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(f) Notwithstanding anything to the contrary contained herein, any Lender (a Granting Lender ) may grant to a special purpose funding vehicle (an SPC ) sponsored by such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Advance and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof. The Loans by an SPC hereunder shall be Loans of the Granting Lender to the same extent, and as if, such Loans were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it, solely in its capacity as a party hereto and to any other Loan Document, will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 11.4 , any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advance to the Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Advance and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 11.4(f) may not be amended without the written consent of any SPC which has been designated in writing as
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provided in the first sentence hereof and holds any outstanding Loans. The designation by a Granting Lender of an SPC to fund Advances shall be deemed to be a representation, warranty, covenant and agreement by such Granting Lender to the Borrower and all other parties hereunder that (A) the funding and maintaining of such Advances by such SPC shall not constitute a prohibited transaction (as such term is defined in Section 406 of ERISA or Section 4975 of the Code), and (B) such designation, funding and maintenance would not result in any interest requiring registration under the Securities Act of 1933, as amended, or qualification under any state securities law. The SPC shall from time to time provide to the Borrower the tax and other forms required pursuant to Section 2.12 hereof with respect to such SPC as though such SPC were a Lender hereunder. In no event shall the Borrower or any Lender other than the Granting Lender be obligated hereunder to pay any additional amounts under any provision of this Agreement (pursuant to Article 10 hereof or otherwise) by reason of a Granting Lenders designation of an SPC or the funding or maintenance of Advances by such SPC, in excess of amounts which the Borrower would have been obligated to pay if such Granting Lender had not made such designation and such Granting Lender were itself funding and maintaining such Advances. The Administrative Agent shall register the interest of any SPC in an Advance from time to time on the Register maintained pursuant to Section 11.4(c) hereof.
Section 11.5 Indemnity . The Borrower agrees to indemnify and hold harmless each Lender, the Administrative Agent and each of their respective Related Parties (any of the foregoing shall be an Indemnitee ) from and against any and all claims, liabilities, obligations, losses, damages, actions, reasonable and documented external attorneys fees and expenses (as such fees and expenses are reasonably incurred), penalties, judgments, suits, reasonable and documented out-of-pocket costs and demands by any third party, including the costs of investigating and defending such claims, whether or not the Borrower or the Person seeking indemnification is the prevailing party (a) resulting from any breach or alleged breach by the Borrower of any representation or warranty made hereunder or under any Loan Document; or (b) otherwise arising out of (i) this Agreement, any Loan Document or any transaction contemplated hereby or thereby, including, without limitation, the use of the proceeds of Loans hereunder in any fashion by the Borrower or the performance of its obligations under the Loan Documents, (ii) allegations of any participation by a Lender, the Administrative Agent or any of them, in the affairs of the Borrower or any of its Subsidiaries, or allegations that any of them has any joint liability with the Borrower for any reason and (iii) any claims against the Lenders, the Administrative Agent or any of them, by any shareholder or other investor in or lender to the Borrower, by any brokers or finders or investment advisers or investment bankers retained by the Borrower or by any other third party, arising out of or under this Agreement, except to the extent that (A) the Person seeking indemnification hereunder is determined in such case to have acted with gross negligence or willful misconduct, in any case, by a final, non-appealable judicial order of a court of competent jurisdiction or (B) such claims are for lost profits, foreseeable and unforeseeable, consequential, special, incidental or indirect damages or punitive damages. Upon receipt of notice in writing of any actual or prospective claim, litigation, investigation or proceeding for which indemnification is provided pursuant to the immediately preceding sentence (a Relevant Proceeding ), the recipient shall promptly notify the Administrative Agent (which shall promptly notify the other parties hereto) thereof, and the Borrower and the Lenders agree to consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. The Borrower shall be entitled, to the extent feasible, to participate in any Relevant Proceeding and shall be entitled to assume the defense thereof with
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counsel of the Borrowers choice; provided, however , that such counsel shall be reasonably satisfactory to such of the Indemnitees as are parties thereto; provided , further , however, that, after the Borrower has assumed the defense of any Relevant Proceeding, it will not settle, compromise or consent to the entry of any order adjudicating or otherwise disposing of any claims against any Indemnitee (1) if such settlement, compromise or order involves the payment of money damages, except if the Borrower agrees, as between the Borrower and such Indemnitee, to pay such money damages, and, if not simultaneously paid, to furnish such Indemnitee with satisfactory evidence of its ability to pay the same, and (2) if such settlement, compromise or order involves any relief against such Indemnitee other than the payment of money damages, except with the prior written consent of such Indemnitee (which consent shall not be unreasonably withheld). Notwithstanding the Borrowers election to assume the defense of such Relevant Proceeding, such of the Indemnitees as are parties thereto shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at the expense of such Indemnitee. The obligations of the Borrower under this Section 11.5 are in addition to, and shall not otherwise limit, any liabilities which the Borrower might otherwise have in connection with any warranties or similar obligations of the Borrower in any other Loan Document. Notwithstanding the foregoing, this Section 11.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
Section 11.6 Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute one and the same instrument.
Section 11.7 Governing Law; Jurisdiction .
(a) Governing Law . This Agreement and the Notes shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed the State of New York.
(b) Jurisdiction . The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.
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(c) Waiver of Venue . The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(d) Services of Process . Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11.1 . Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.
Section 11.8 Severability . To the extent permitted by law, any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.
Section 11.9 Interest .
(a) In no event shall the amount of interest due or payable hereunder or under the Notes exceed the maximum rate of interest allowed by Applicable Law, and in the event any such payment is inadvertently made by the Borrower or inadvertently received by the Administrative Agent or any Lender, then such excess sum shall be credited as a payment of principal, unless, if no Event of Default shall have occurred and be continuing, the Borrower shall notify the Administrative Agent or such Lender, in writing, that it elects to have such excess sum returned forthwith. It is the express intent hereof that the Borrower not pay and the Administrative Agent and the Lenders not receive, directly or indirectly in any manner whatsoever, interest in excess of that which may legally be paid by the Borrower under Applicable Law.
(b) Notwithstanding the use by the Lenders of the Base Rate and the Eurodollar Rate as reference rates for the determination of interest on the Loans, the Lenders shall be under no obligation to obtain funds from any particular source in order to charge interest to the Borrower at interest rates related to such reference rates.
Section 11.10 Table of Contents and Headings . The Table of Contents and the headings of the various subdivisions used in this Agreement are for convenience only and shall not in any way modify or amend any of the terms or provisions hereof, nor be used in connection with the interpretation of any provision hereof.
Section 11.11 Amendment and Waiver .
(a) Neither this Agreement nor any Loan Document nor any term hereof or thereof may be amended orally, nor may any provision hereof or thereof be waived orally but only by an instrument in writing signed by or at the written direction of:
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(i) except as set forth in (ii) and (iii) below, the Majority Lenders and, in the case of any amendment, by the Borrower;
(ii) with respect to (A) any increase in the amount of any Lenders portion of the Commitments or any extension of the Lenders Commitments, (B) any reduction in the rate of, or postponement in the payment of any interest or fees due hereunder or the payment thereof to any Lender without a corresponding payment of such interest or fee amount by the Borrower, (C) (1) any waiver of any Default due to the failure by the Borrower to pay any sum due to any of the Lenders hereunder or (2) any reduction in the principal amount of the Loans without a corresponding payment, (D) any release of the Borrower from this Agreement, except in connection with a merger, sale or other disposition otherwise permitted hereunder (in which case, such release shall require no further approval by the Lenders), (E) any amendment to the pro rata treatment of the Lenders set forth in Section 8.3 hereof, (F) any amendment of this Section 11.11 , of the definition of Majority Lenders, or of any Section herein to the extent that such Section requires action by all Lenders, (G) any subordination of the Loans in full to any other Indebtedness, or (H) any extension of the Term Loan Maturity Date, the affected Lenders and in the case of an amendment, the Borrower, (it being understood that, for purposes of this Section 11.11(a)(ii) , changes to provisions of the Loan Documents that relate only to one or more of the Loans shall be deemed to affect only the Lenders holding such Loans); and
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document.
(b) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
(c) In connection with any proposed amendment, modification, waiver or termination (a Proposed Change ) requiring the consent of all Lenders, if the consent of Majority Lenders is obtained, but the consent of the other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained being referred to as a Non-Consenting Lender ), then, at the Borrowers request (and at the Borrowers sole cost and expense), a Replacement Lender selected by the Borrower and reasonably acceptable to the Administrative Agent, shall have the right to purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon the Borrowers request, sell and assign to such Person, all of the Loans of such Non-Consenting Lenders for an amount equal to the principal balance of all Loans held by the Non-Consenting Lenders and all accrued interest and
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fees and other amounts due (including without limitation amounts due to such Non-Consenting Lender pursuant to Section 2.9 hereof) or outstanding to such Non-Consenting Lender through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Assumption substantially in the form on Exhibit F attached hereto. Upon execution of any Assignment and Assumption pursuant to this Section 11.11(b) , (i) the Replacement Lender shall be entitled to vote on any pending waiver, amendment or consent in lieu of the Non-Consenting Lender replaced by such Replacement Lender, (ii) such Replacement Lender shall be deemed to be a Lender for purposes of this Agreement and (iii) such Non-Consenting Lender shall cease to be a Lender for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Loans).
Section 11.12 Entire Agreement . Except as otherwise expressly provided herein, this Agreement, the other Loan Documents and the other documents described or contemplated herein or therein will embody the entire agreement and understanding among the parties hereto and thereto and supersede all prior agreements and understandings relating to the subject matter hereof and thereof.
Section 11.13 Other Relationships; No Fiduciary Relationships . No relationship created hereunder or under any other Loan Document shall in any way affect the ability of the Administrative Agent and each Lender to enter into or maintain business relationships with the Borrower or any Affiliate thereof beyond the relationships specifically contemplated by this Agreement and the other Loan Documents. The Borrower agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Borrower, its Subsidiaries and their respective Affiliates, on the one hand, and the Administrative Agent, the Lenders and their respective Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, any Lender or any of their respective Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.
Section 11.14 Directly or Indirectly . If any provision in this Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.
Section 11.15 Reliance on and Survival of Various Provisions . All covenants, agreements, statements, representations and warranties made by the Borrower herein or in any certificate delivered pursuant hereto shall (a) be deemed to have been relied upon by the Administrative Agent and each of the Lenders notwithstanding any investigation heretofore or hereafter made by them and (b) survive the execution and delivery of this Agreement and shall continue in full force and effect so long as any Loans are outstanding and unpaid. Any right to indemnification hereunder, including, without limitation, rights pursuant to Sections 2.9 , 2.11 , 10.3 , 11.2 and 11.5 hereof, shall survive the termination of this Agreement and the payment and performance of all Obligations.
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Section 11.16 Senior Debt . The Obligations are intended by the parties hereto to be senior in right of payment to any Indebtedness of the Borrower that by its terms is subordinated to any other Indebtedness of the Borrower.
Section 11.17 Obligations . The obligations of the Administrative Agent and each of the Lenders hereunder are several, not joint.
Section 11.18 Confidentiality . The Administrative Agent and the Lenders shall hold confidentially all non-public and proprietary information and all other information designated by the Borrower as confidential, in each case, obtained from the Borrower or its Affiliates pursuant to the requirements of this Agreement in accordance with their customary procedures for handling confidential information of this nature and in accordance with safe and sound lending practices; provided , however , that the Administrative Agent and the Lenders may make disclosure of any such information (a) to their examiners, Affiliates, outside auditors, counsel, consultants, appraisers, agents, other professional advisors, any credit insurance provider relating to the Borrower and its obligations and any direct or indirect contractual counterparty in swap agreements or such counterpartys professional advisor in connection with this Agreement or as reasonably required by any proposed syndicate member or any proposed transferee or participant in connection with the contemplated transfer of any Note or participation therein (including, without limitation, any pledgee referred to in Section 11.4(e) hereof), in each case, so long as any such Person (other than any examiners) receiving such information is advised of the provisions of this Section 11.18 and agrees to be bound thereby, (b) as required or requested by any governmental authority or self-regulatory body or representative thereof or in connection with the enforcement hereof or of any Loan Document or related document or (c) pursuant to legal process or with respect to any litigation between or among the Borrower and any of the Administrative Agent or the Lenders. In no event shall the Administrative Agent or any Lender be obligated or required to return any materials furnished to it by the Borrower. The foregoing provisions shall not apply to the Administrative Agent or any Lender with respect to information that (i) is or becomes generally available to the public (other than through the Administrative Agent or such Lender), (ii) is already in the possession of the Administrative Agent or such Lender on a non-confidential basis, or (iii) comes into the possession of the Administrative Agent or such Lender from a source other than the Borrower or its Affiliates in a manner not known to the Administrative Agent or such Lender to involve a breach of a duty of confidentiality owing to the Borrower or its Affiliates.
Section 11.19 USA PATRIOT ACT Notice . Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the Act ), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.
Section 11.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in this Agreement, any other Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan
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Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
(b) the effects of any Bail-In Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement; or
(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.
Section 11.21 Right of Set-off . If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.14 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Advances owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.
ARTICLE 12WAIVER OF JURY TRIAL
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Section 12.1 Waiver of Jury Trial . EACH OF THE BORROWER AND THE ADMINISTRATIVE AGENT AND THE LENDERS, HEREBY AGREE, TO THE EXTENT PERMITTED BY LAW, TO WAIVE AND HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION OR PROCEEDING OF ANY TYPE IN WHICH THE BORROWER, ANY OF THE LENDERS, THE ADMINISTRATIVE AGENT, OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, ANY OF THE NOTES OR THE OTHER LOAN DOCUMENTS AND THE RELATIONS AMONG THE PARTIES LISTED IN THIS SECTION 12.1 . EXCEPT AS PROHIBITED BY LAW, EACH PARTY TO THIS AGREEMENT WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTION, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH PARTY TO THIS AGREEMENT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE ADMINISTRATIVE AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCLOSED BY AND TO THE PARTIES AND THE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF , the parties hereto have executed this Agreement or caused it to be executed by their duly authorized officers, all as of the day and year first above written.
BORROWER: | AMERICAN TOWER CORPORATION | |||||||
By: |
/s/ Thomas A. Bartlett |
|||||||
Name: Thomas A. Bartlett | ||||||||
Title: Executive Vice President and Chief Financial Officer |
[ Signature Page to Term Loan Agreement ]
ADMINISTRATIVE AGENT AND LENDERS: |
MIZUHO BANK, LTD.,
|
|||||||
as Administrative Agent and as Lender | ||||||||
By: |
/s/ Donna DeMagistris
|
|||||||
Name: Donna DeMagistris | ||||||||
Title: Authorized Signatory |
THE BANK OF NOVA SCOTIA,
|
||||||||
as a Lender | ||||||||
By: |
/s/ Paula Czach
|
|||||||
Name: Paula Czach
|
||||||||
Title: Managing Director |
TD BANK, N.A.,
|
||||||||
as a Lender | ||||||||
By: |
/s/ Shivani Agarwal
|
|||||||
Name: Shivani Agarwal
|
||||||||
Title: Senior Vice President |
BANK OF AMERICA, N.A.,
|
||||||||
as a Lender | ||||||||
By: |
/s/ Kyle Oberkrom
|
|||||||
Name: Kyle Oberkrom
|
||||||||
Title: Associate |
BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. NEW YORK BRANCH, |
||||||||
as a Lender | ||||||||
By: |
/s/ Cara Younger
|
|||||||
Name: Cara Younger
|
||||||||
Title: Director | ||||||||
By: |
/s/ Miriam Trautmann
|
|||||||
Name: Miriam Trautmann
|
||||||||
Title: Senior Vice President |
[ Signature Page to Term Loan Agreement ]
SCHEDULE 1
LOAN AMOUNTS
Entity |
Term Loan
Amounts |
|||
Mizuho Bank, Ltd. |
$ | 325,000,000 | ||
The Bank of Nova Scotia |
$ | 325,000,000 | ||
TD Bank, N.A. |
$ | 300,000,000 | ||
Bank of America, N.A. |
$ | 200,000,000 | ||
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch |
$ | 150,000,000 | ||
|
|
|||
Total |
$ | 1,300,000,000 | ||
|
|
SCHEDULE 2
SUBSIDIARIES ON THE AGREEMENT DATE
Entity Name |
10 Presidential Way Associates, LLC |
ACC Tower Sub, LLC |
Adquisiciones y Proyectos Inalámbricos, S. de R. L. de C.V. |
Alternative Networking LLC |
American Tower Asset Sub II, LLC |
American Tower Asset Sub, LLC |
American Tower Corporation de Mexico, S. de R.L. de C.V. |
American Tower Delaware Corporation |
American Tower Depositor Sub, LLC |
American Tower do BrasilCessão de Infraestruturas Ltda. |
American Tower do BrasilCommunicação Multimídia Ltda. |
American Tower Guarantor Sub, LLC |
American Tower Holding Sub, LLC |
American Tower Holding Sub II, LLC |
American Tower International Holding I LLC |
American Tower International Holding II LLC |
American Tower International, Inc. |
American Tower Investments LLC |
American Tower LLC |
American Tower Management, LLC |
American Tower Mauritius |
American Tower, L.P. |
American Tower Servicios Fibra, S. de R.L. de C.V. |
American Tower Tanzania Operations Limited |
American Towers LLC |
AT Kenya C.V. |
AT Netherlands C.V. |
AT Netherlands Coöperatief U.A. |
AT Sao Paulo C.V. |
AT Sher Netherlands Coöperatief U.A. |
AT South America C.V. |
ATC Africa Shared Services (Pty) Ltd |
ATC Antennas Holding LLC |
ATC Antennas LLC |
ATC Argentina Coöperatief U.A. |
ATC Argentina C.V. |
ATC Argentina Holding LLC |
ATC Asia Holding Company, LLC |
ATC Asia Pacific Pte. Ltd. |
ATC Atlantic C.V. |
Entity Name |
ATC Atlantic II B.V. |
ATC Backhaul LLC |
ATC Brasil Serviços de Conectividades Ltda. |
ATC Brazil Holding LLC |
ATC Brazil I LLC |
ATC Brazil II LLC |
ATC Chile Holding LLC |
ATC Codu Holding LLC |
ATC Colombia B.V. |
ATC Colombia Holding I LLC |
ATC Colombia Holding LLC |
ATC Colombia I LLC |
ATC EH GmbH & Co. KG |
ATC Europe B.V. |
ATC Europe LLC |
ATC European Holdings, Inc. |
ATC France SAS |
ATC France Holding II SAS |
ATC France Coöperatief U.A. |
ATC France Holding II LLC |
ATC France Holding SAS |
ATC France Réseaux SAS |
ATC Germany Holdings GmbH |
ATC Germany Services GmbH |
ATC GP GmbH |
ATC Global Employment B.V. |
ATC Holding Fibra Mexico S. de R.L. DE C.V. |
ATC India Infrastructure Private Limited |
ATC Indoor DAS Holding LLC |
ATC Indoor DAS LLC |
ATC International Coöperatief U.A. |
ATC International Financing B.V. |
ATC International Financing II B.V. |
ATC International Financing II Holding LLC |
ATC International Holding Corp. |
ATC IP LLC |
ATC Iris I LLC |
ATC Kenya Operations Limited |
ATC Latin America S.A. de C.V., SOFOM, E.N.R. |
ATC Managed Sites Holding LLC |
ATC Managed Sites LLC |
ATC MexHold LLC |
ATC Mexico Holding LLC |
Entity Name |
ATC Nigeria Coöperatief U.A. |
ATC Nigeria C.V. |
ATC Nigeria Holding LLC |
ATC Nigeria Technical Solutions Limited |
ATC Nigeria Wireless Infrastructure Limited |
ATC On Air + LLC |
ATC Operations LLC |
ATC Outdoor DAS, LLC |
ATC Paraguay Holding LLC |
ATC Paraguay S.R.L. |
ATC Peru Holding LLC |
ATC Ponderosa B-I LLC |
ATC Ponderosa B-II LLC |
ATC Ponderosa K LLC |
ATC Ponderosa K-R LLC |
ATC RSA Holding LLC |
ATC Sequoia LLC |
ATC Sitios de Chile S.A. |
ATC Sitios de Colombia S.A.S. |
ATC Sitios del Peru S.R.L. |
ATC Sitios Infraco S.A.S. |
ATC South Africa Investment Holdings (Proprietary) Limited |
ATC South Africa Wireless Infrastructure (Pty) Ltd |
ATC South Africa Wireless Infrastructure II (Pty) Ltd |
ATC South America Holding LLC |
ATC South LLC |
ATC Tanzania Holding LLC |
ATC Telecom Infrastructure Private Limited |
ATC Tower (Ghana) Limited |
ATC Tower Services LLC |
ATC TRS I LLC |
ATC TRS II LLC |
ATC TRS III LLC |
ATC Uganda Limited |
ATC Watertown LLC |
ATC WiFi LLC |
ATS-Needham LLC |
Blue Transfer Sociedad Anonima |
California Tower, Inc. |
Cell Site NewCo II, LLC |
Cell Tower Lease Acquisition LLC |
Central States Tower Holdings, LLC |
CFCA Telecomm, S.A.P.I. DE C.V. |
Entity Name |
CNC2 Associates, LLC |
Comunicaciones y Consumos S.A. |
DCS Tower Sub, LLC |
Ghana Tower InterCo B.V. |
Global Tower Assets II, LLC |
Global Tower Assets III, LLC |
Global Tower Assets, LLC |
Global Tower Holdings, LLC |
Global Tower Services, LLC |
Global Tower, LLC |
GLP Cell Site I, LLC |
Gondola Tower Holdings LLC |
GTP Acquisition Partners I, LLC |
GTP Acquisition Partners II, LLC |
GTP Acquisition Partners III, LLC |
GTP Costa Rica Finance, LLC |
GTP Infrastructure I, LLC |
GTP Infrastructure II, LLC |
GTP Infrastructure III, LLC |
GTP Investments LLC |
GTP LATAM Holdings B.V. |
GTP LatAm Holdings Coöperatieve U.A. |
GTP Operations CR, S.R.L. |
GTP South Acquisitions II, LLC |
GTP Structures I, LLC |
GTP Structures II, LLC |
GTP Structures III, LLC |
GTP Torres CR, S.R.L. |
GTP Towers Costa Rica Holdcorp S.R.L. |
GTP Towers I, LLC |
GTP Towers II, LLC |
GTP Towers III, LLC |
GTP Towers IV, LLC |
GTP Towers IX, LLC |
GTP Towers V, LLC |
GTP Towers VII, LLC |
GTP Towers VIII, LLC |
GTP TRS I LLC |
GTPI HoldCo, LLC |
Haysville Towers, LLC |
Idea Cellular Infrastructure Services Limited |
Lap do Brasil Empreendimentos Imobiliários Ltda |
LAP Inmobiliaria Limitada |
Entity Name |
Loxel SAS |
MATC Digital, S. de R.L. de C.V. |
MATC Fibraoptica, S. de R.L. de C.V. |
MATC Infraestructura, S. de R.L. de C.V. |
MATC Servicios, S. de R.L. de C.V. |
MHB Tower Rentals of America, LLC |
MC New Macland Properties, LLC |
MCSU Properties, LLC |
Municipal Bay, LLC |
Municipal-Bay Holdings, LLC |
New Towers LLC |
PCS Structures Towers, LLC |
Red Spires Asset Sub, LLC |
Richland Towers, LLC |
RSA Media, Inc. |
SpectraSite Communications, LLC |
SpectraSite, LLC |
T8 Ulysses Site Management LLC |
Tecnologías Especializadas en Líneas de Conexión Óptica, S.A.P.I. de C.V. |
TeleCom Towers, L.L.C. |
Tower Management, Inc. |
Tower Marketco Ghana Limited |
Towers of America, L.L.L.P. |
Transcend Infrastructure Holdings Pte. Ltd. |
Uganda Tower Interco B.V. |
Ulysses Asset Sub I, LLC |
Ulysses Asset Sub II, LLC |
UniSite, LLC |
UniSite/Omnipoint FL Tower Venture, LLC |
UniSite/Omnipoint NE Tower Venture, LLC |
UniSite/Omnipoint PA Tower Venture, LLC |
Verus Management One, LLC |
Wireless Resource Group, LLC |
WRG Holdings, LLC |
SCHEDULE 3
AGENTS OFFICE;
CERTAIN ADDRESSES FOR NOTICES
BORROWER :
American Tower Corporation
116 Huntington Avenue
Boston, MA 02116
Attention: Treasurer (or General Counsel if legal notice)
Telephone: 617-375-7500
Telecopier: 617-375-7575
Electronic Mail: _______@_____
Website Address: www.americantower.com
U.S. Taxpayer Identification Number: 65-0723837
AGENT :
Agents Office
( for payments and Requests for Credit Extensions ):
Mizuho Bank, LTD
1800 Plaza Ten, Harborside Financial Center
Jersey City, NJ 07311
Attention: Verleria Wilson
Telephone: 201-626-9330
Telecopier: 201-626-9935
Electronic Mail: lau_agent@mizuhocbus.com
Bank Name: Mizuho Bank, Ltd
Account Name: Mizuho Bank, Ltd
Account No.: H79-740-222205
ABA#: 026004307
Attn: Agency Operations
Ref: American Tower Corporation
Subsidiary
|
|
Jurisdiction of
Incorporation or Organization
|
|
|
|
10 Presidential Way Associates, LLC
|
Delaware
|
|
ACC Tower Sub, LLC
|
Delaware
|
|
Adquisiciones y Proyectos Inalámbricos, S. de R. L. de C.V.
|
Mexico
|
|
Alternative Networking LLC
|
Florida
|
|
American Tower Asset Sub II, LLC
|
Delaware
|
|
American Tower Asset Sub, LLC
|
Delaware
|
|
American Tower Corporation de Mexico, S. de R.L. de C.V.
|
Mexico
|
|
American Tower Delaware Corporation
|
Delaware
|
|
American Tower Depositor Sub, LLC
|
Delaware
|
|
American Tower do Brasil - Cessão de Infraestruturas Ltda.
|
Brazil
|
|
American Tower Guarantor Sub, LLC
|
Delaware
|
|
American Tower Holding Sub, LLC
|
Delaware
|
|
American Tower Holding Sub II, LLC
|
Delaware
|
|
American Tower International Holding I LLC
|
Delaware
|
|
American Tower International Holding II LLC
|
Delaware
|
|
American Tower International, Inc.
|
Delaware
|
|
American Tower Investments LLC
|
California
|
|
American Tower LLC
|
Delaware
|
|
American Tower Management, LLC
|
Delaware
|
|
American Tower Mauritius
|
Republic of Mauritius
|
|
American Tower, L.P.
|
Delaware
|
|
American Tower Servicios Fibra, S. de R.L. de C.V.
|
Mexico
|
|
American Tower Tanzania Operations Limited
|
Tanzania
|
|
American Towers LLC
|
Delaware
|
|
AT Kenya C.V.
|
Netherlands
|
|
AT Netherlands C.V.
|
Netherlands
|
|
AT Netherlands Coöperatief U.A.
|
Netherlands
|
|
AT Sao Paulo C.V.
|
Netherlands
|
|
AT Sher Netherlands Coöperatief U.A.
|
Netherlands
|
|
AT South America C.V.
|
Netherlands
|
|
ATC Antennas Holding LLC
|
Delaware
|
|
ATC Antennas LLC
|
Delaware
|
|
ATC Argentina Coöperatief U.A.
|
Netherlands
|
|
ATC Argentina C.V.
|
Netherlands
|
|
ATC Argentina Holding LLC
|
Delaware
|
|
ATC Asia Holding Company, LLC
|
Delaware
|
|
ATC Asia Pacific Pte. Ltd.
|
Singapore
|
|
ATC Atlantic C.V. (1)
|
Netherlands
|
|
ATC Backhaul LLC
|
Delaware
|
|
ATC Brazil Holding LLC
|
Delaware
|
|
ATC Brazil I LLC
|
Delaware
|
ATC Brazil II LLC
|
Delaware
|
|
ATC Chile Holding LLC
|
Delaware
|
|
ATC Colombia B.V.
|
Netherlands
|
|
ATC Colombia Holding I LLC
|
Delaware
|
|
ATC Colombia Holding LLC
|
Delaware
|
|
ATC Colombia I LLC
|
Delaware
|
|
ATC EH GmbH & Co. KG (3)
|
Germany
|
|
ATC Europe B.V. (1)
|
Netherlands
|
|
ATC Europe LLC (2)
|
Delaware
|
|
ATC European Holdings, Inc.
|
Delaware
|
|
ATC France Coöperatief U.A.
|
Netherlands
|
|
ATC France Holding II LLC
|
Delaware
|
|
ATC France Holding S.A.S.
|
France
|
|
ATC Germany Holdings GmbH
|
Germany
|
|
ATC Germany Services GmbH
|
Germany
|
|
ATC GP GmbH (3)
|
Germany
|
|
ATC Holding Fibra Mexico S. de R.L. DE C.V.
|
Mexico
|
|
ATC India Infrastructure Private Limited
|
India
|
|
ATC India Tower Corporation Private Limited
|
India
|
|
ATC Indoor DAS Holding LLC
|
Delaware
|
|
ATC Indoor DAS LLC
|
Delaware
|
|
ATC International Coöperatief U.A.
|
Netherlands
|
|
ATC International Financing B.V.
|
Netherlands
|
|
ATC International Holding Corp.
|
Delaware
|
|
ATC IP LLC
|
Delaware
|
|
ATC Iris I LLC
|
Delaware
|
|
ATC Kenya Operations Limited
|
Kenya
|
|
ATC Latin America S.A. de C.V., SOFOM, E.N.R.
|
Mexico
|
|
ATC Managed Sites Holding LLC
|
Delaware
|
|
ATC Managed Sites LLC
|
Delaware
|
|
ATC Marketing (Uganda) Limited
|
Uganda
|
|
ATC MexHold LLC
|
Delaware
|
|
ATC Mexico Holding LLC
|
Delaware
|
|
ATC Nigeria Coöperatief U.A.
|
Netherlands
|
|
ATC Nigeria C.V.
|
Netherlands
|
|
ATC Nigeria Holding LLC
|
Delaware
|
|
ATC Nigeria Technical Solutions Limited
|
Nigeria
|
|
ATC Nigeria Wireless Infrastructure Limited
|
Nigeria
|
|
ATC On Air + LLC
|
Delaware
|
|
ATC Operations LLC
|
Delaware
|
|
ATC Outdoor DAS, LLC
|
Delaware
|
|
ATC Paraguay Holding LLC
|
Delaware
|
|
ATC Paraguay S.R.L.
|
Paraguay
|
|
ATC Peru Holding LLC
|
Delaware
|
|
ATC Ponderosa B-I LLC
|
Delaware
|
|
ATC Ponderosa B-II LLC
|
Delaware
|
ATC Ponderosa BKT Inc.
|
Texas
|
|
ATC Ponderosa H-I LLC
|
Delaware
|
|
ATC Ponderosa H-II LLC
|
Delaware
|
|
ATC Ponderosa K LLC
|
Delaware
|
|
ATC Ponderosa K Acquisition Inc.
|
Delaware
|
|
ATC Ponderosa K Ohio LLC
|
Delaware
|
|
ATC Ponderosa K-R LLC
|
Delaware
|
|
ATC Sequoia LLC
|
Delaware
|
|
ATC Sitios de Chile S.A.
|
Chile
|
|
ATC Sitios de Colombia S.A.S.
|
Colombia
|
|
ATC Sitios del Peru S.R.L.
|
Peru
|
|
ATC Sitios Infraco S.A.S.
|
Colombia
|
|
ATC South Africa Investment Holdings (Proprietary) Limited (4)
|
South Africa
|
|
ATC South Africa Wireless Infrastructure (Pty) Ltd (2)
|
South Africa
|
|
ATC South Africa Wireless Infrastructure II (Pty) Ltd
|
South Africa
|
|
ATC South America Holding LLC
|
Delaware
|
|
ATC South LLC
|
Delaware
|
|
ATC Tanzania Holding LLC
|
Delaware
|
|
ATC Telecom Infrastructure Private Limited (5)
|
India
|
|
ATC Telecom Tower Corporation Private Limited
|
India
|
|
ATC Tower (Ghana) Limited (2)
|
Republic of Ghana
|
|
ATC Tower Company of India Private Limited
|
India
|
|
ATC Tower Services LLC
|
Delaware
|
|
ATC TRS I LLC
|
Delaware
|
|
ATC TRS II LLC
|
Delaware
|
|
ATC Uganda Limited (3)
|
Uganda
|
|
ATC Watertown LLC
|
Delaware
|
|
ATS-Needham LLC (6)
|
Massachusetts
|
|
Blue Transfer Sociedad Anonima
|
Paraguay
|
|
BR Towers SPE 1 S.A.
|
Brazil
|
|
California Tower, Inc.
|
Delaware
|
|
Cell Site NewCo II, LLC
|
Delaware
|
|
Cell Tower Lease Acquisition LLC
|
Delaware
|
|
Central States Tower Holdings, LLC
|
Delaware
|
|
CFCA Telecomm, S.A.P.I. DE C.V.
|
Mexico
|
|
CNC2 Associates , LLC
|
Delaware
|
|
Columbia Steel, Inc.
|
South Carolina
|
|
Comunicaciones y Consumos S.A.
|
Argentina
|
|
DCS Tower Sub, LLC
|
Delaware
|
|
FPS Towers SAS
|
France
|
|
Germany Tower Interco B.V.
|
Netherlands
|
|
Ghana Tower InterCo B.V. (7)
|
Netherlands
|
|
Global Tower Assets II, LLC
|
Delaware
|
|
Global Tower Assets III, LLC
|
Delaware
|
|
Global Tower Assets, LLC
|
Delaware
|
|
Global Tower Holdings, LLC
|
Delaware
|
Global Tower Services, LLC
|
Delaware
|
|
Global Tower, LLC
|
Delaware
|
|
GLP Cell Site I, LLC
|
Delaware
|
|
GLP Cell Site III, LLC
|
Delaware
|
|
Gondola Tower Holdings LLC
|
Delaware
|
|
GTP Acquisition Partners I, LLC
|
Delaware
|
|
GTP Acquisition Partners II, LLC
|
Delaware
|
|
GTP Acquisition Partners III, LLC
|
Delaware
|
|
GTP Costa Rica Finance, LLC
|
Delaware
|
|
GTP Infrastructure I, LLC
|
Delaware
|
|
GTP Infrastructure II, LLC
|
Delaware
|
|
GTP Infrastructure III, LLC
|
Delaware
|
|
GTP Investments LLC
|
Delaware
|
|
GTP LATAM Holdings B.V.
|
Netherlands
|
|
GTP LatAm Holdings Coöperatieve U.A.
|
Netherlands
|
|
GTP Operations CR, S.R.L.
|
Costa Rica
|
|
GTP South Acquisitions II, LLC
|
Delaware
|
|
GTP Structures I, LLC
|
Delaware
|
|
GTP Structures II, LLC
|
Delaware
|
|
GTP Structures III, LLC
|
Delaware
|
|
GTP Torres CR, S.R.L.
|
Costa Rica
|
|
GTP Towers Costa Rica Holdcorp S.R.L.
|
Costa Rica
|
|
GTP Towers I, LLC
|
Delaware
|
|
GTP Towers II, LLC
|
Delaware
|
|
GTP Towers III, LLC
|
Delaware
|
|
GTP Towers IV, LLC
|
Delaware
|
|
GTP Towers IX, LLC
|
Delaware
|
|
GTP Towers V, LLC
|
Delaware
|
|
GTP Towers VII, LLC
|
Delaware
|
|
GTP Towers VIII, LLC
|
Delaware
|
|
GTP TRS I LLC
|
Delaware
|
|
GTPI HoldCo, LLC
|
Delaware
|
|
Haysville Towers, LLC (8)
|
Kansas
|
|
Iron & Steel Co., Inc.
|
Delaware
|
|
Lap do Brasil Empreendimentos Imobiliários Ltda
|
Brazil
|
|
LAP Inmobiliaria Limitada
|
Chile
|
|
Loxel SAS
|
France
|
|
MATC Digital, S. de R.L. de C.V.
|
Mexico
|
|
MATC Fibraoptica, S. de R.L. de C.V.
|
Mexico
|
|
MATC Infraestructura, S. de R.L. de C.V.
|
Mexico
|
|
MATC Servicios, S. de R.L. de C.V.
|
Mexico
|
|
McCoy Developers Private Limited
|
India
|
|
MHB Tower Rentals of America, LLC
|
Mississippi
|
|
New Towers LLC
|
Delaware
|
|
PCS Structures Towers, LLC
|
Delaware
|
|
Red Spires Asset Sub, LLC
|
Delaware
|
Richland Towers, LLC
|
Delaware
|
|
SpectraSite Communications, LLC
|
Delaware
|
|
SpectraSite, LLC
|
Delaware
|
|
T8 Ulysses Site Management LLC
|
Delaware
|
|
Tecnologías Especializadas en Líneas de Conexión Óptica, S.A.P.I. de C.V.
|
Mexico
|
|
TeleCom Towers, L.L.C.
|
Delaware
|
|
Tower Management, Inc. (9)
|
Indiana
|
|
Tower Marketco Ghana Limited
|
Republic of Ghana
|
|
Towers of America, L.L.L.P.
|
Delaware
|
|
Transcend Infrastructure Holdings Pte. Ltd.
|
Singapore
|
|
Transcend Infrastructure Private Limited
|
India
|
|
Uganda Tower Interco B.V. (7)
|
Netherlands
|
|
Ulysses Asset Sub I, LLC
|
Delaware
|
|
Ulysses Asset Sub II, LLC
|
Delaware
|
|
UniSite, LLC
|
Delaware
|
|
UniSite/Omnipoint FL Tower Venture, LLC (10)
|
Delaware
|
|
UniSite/Omnipoint NE Tower Venture, LLC (10)
|
Delaware
|
|
UniSite/Omnipoint PA Tower Venture, LLC (10)
|
Delaware
|
|
Verus Management One, LLC
|
Delaware
|
|
Wireless Resource Group, LLC
|
Oklahoma
|
|
WRG Holdings, LLC
|
Oklahoma
|
(1)
|
51% owned by ATC European Holdings, Inc.
|
(2)
|
Wholly owned by a majority owned subsidiary.
|
(3)
|
Majority interest owned by a majority owned subsidiary.
|
(4)
|
74.99% owned by AT Netherlands Coöperatief U.A.
|
(5)
|
51% owned by ATC Asia Pacific Pte. Ltd.
|
(6)
|
45.24% owned by American Tower, L.P. and 34.76% owned by American Towers LLC.
|
(7)
|
51% owned by AT Sher Netherlands Coöperatief U.A.
|
(8)
|
66.667% owned by TeleCom Towers, L.L.C.
|
(9)
|
50% owned by Global Tower Holdings, LLC
|
(10)
|
95% owned by UniSite, LLC.
|
1.
|
I have reviewed this Annual Report on Form 10-K of American Tower Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 27, 2019
|
|
|
|
By:
|
/
S
/ J
AMES
D. T
AICLET
, J
R
.
|
|
|
|
|
|
James D. Taiclet, Jr.
|
|
|
|
|
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of American Tower Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 27, 2019
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By:
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/
S
/ T
HOMAS
A. B
ARTLETT
|
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Thomas A. Bartlett
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Executive Vice President and Chief Financial Officer
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Date: February 27, 2019
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By:
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/
S
/ J
AMES
D. T
AICLET
, J
R
.
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James D. Taiclet, Jr.
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Chairman, President and Chief Executive Officer
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Date: February 27, 2019
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By:
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/
S
/ T
HOMAS
A. B
ARTLETT
|
|
|
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Thomas A. Bartlett
|
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Executive Vice President and Chief Financial Officer
|