American Tower (NYSE: AMT) sells €750M 4.000% notes to refinance debt

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

American Tower Corporation completed a registered public offering of 750.0 million euros aggregate principal amount of 4.000% senior unsecured notes due 2033. The deal generated approximately 742.7 million EUR in net proceeds, or about $866.7 million using a stated exchange rate.

The company plans to use the cash to repay borrowings under its $6.0 billion senior unsecured multicurrency revolving credit facility, including 500.0 million EUR of 1.950% senior notes due 2026, and for general corporate purposes. The notes pay annual interest in EUR on September 1, starting 2026, and are callable at specified redemption prices, with covenants limiting certain mergers, asset sales and liens, plus customary events of default and a 101% repurchase feature after a Change of Control and Ratings Decline.

Insights

American Tower adds euro debt to refinance near‑term obligations.

American Tower issued 750.0 million EUR of 4.000% senior unsecured notes due 2033, raising about 742.7 million EUR net. The coupon and tenor lock in long-term euro funding while maintaining unsecured status under an existing indenture framework.

Proceeds are earmarked to repay drawings under the $6.0 billion multicurrency revolver, including 500.0 million EUR of 1.950% notes due 2026, and for general corporate purposes. This extends the maturity profile but replaces lower‑coupon 2026 notes with higher‑coupon 2033 debt.

Covenants restrict certain mergers, asset sales and liens, with a 3.5x Adjusted EBITDA cap on lien-secured debt and standard events of default. A Change of Control and Ratings Decline would trigger a 101% repurchase offer, providing noteholder protection while slightly constraining future strategic flexibility.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

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

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

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

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Notes principal: 750.0 million EUR Net proceeds: 742.7 million EUR USD equivalent net proceeds: $866.7 million +5 more

8 metrics

Notes principal 750.0 million EUR Aggregate principal amount of 4.000% senior unsecured notes due 2033

Net proceeds 742.7 million EUR Net cash raised after commissions and estimated expenses

USD equivalent net proceeds $866.7 million Converted using 1.00 EUR = $1.1669 on May 14, 2026

Coupon rate 4.000% per annum Interest rate on senior unsecured notes due 2033

Revolver size $6.0 billion Senior unsecured multicurrency revolving credit facility

2026 notes repayment 500.0 million EUR Aggregate principal amount of 1.950% senior notes due 2026 targeted for repayment

Lien capacity covenant 3.5x Adjusted EBITDA Cap on indebtedness secured by certain liens under the Indenture

Change of control repurchase price 101% of principal Repurchase price upon Change of Control and Ratings Decline

Key Terms

senior unsecured notes, multicurrency revolving credit facility, make-whole premium, Change of Control and Ratings Decline, +2 more

6 terms

senior unsecured notes financial

"completed a registered public offering of 750.0 million euros aggregate principal amount of its 4.000% senior unsecured notes due 2033"

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

multicurrency revolving credit facility financial

"repay existing indebtedness drawn under its $6.0 billion senior unsecured multicurrency revolving credit facility"

make-whole premium financial

"If the Company redeems the notes prior to July 1, 2033, the Company shall pay a redemption price equal to 100% of the principal amount ... plus a make-whole premium"

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

Change of Control and Ratings Decline financial

"if the Company undergoes a Change of Control and Ratings Decline, each as defined in the Indenture, the Company may be required to repurchase all of the notes"

Event of Default regulatory

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

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

Adjusted EBITDA financial

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

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

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Understanding 8-K Material Events →

05/27/2026 - 08:00 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): May 27, 2026

AMERICAN TOWER CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

001-14195

65-0723837

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

222 Berkeley Street

Boston, Massachusetts 02116

(Address of Principal Executive Offices) (Zip Code)

(617) 375-7500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On May 27, 2026, American Tower Corporation (the “Company”) completed a registered public offering of 750.0 million euros (“EUR”) aggregate principal amount of its 4.000% senior unsecured notes due 2033 (the “notes”), which resulted in aggregate net proceeds to the Company of approximately 742.7 million EUR (approximately $866.7 million at the EUR/U.S. dollar exchange rate of 1.00 EUR = $1.1669, as reported by Bloomberg on May 14, 2026), after deducting commissions and estimated expenses. The Company intends to use the net proceeds to repay existing indebtedness drawn under its $6.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2021, as further amended, to the extent it has been drawn upon in EUR to repay 500.0 million EUR aggregate principal amount of the Company’s 1.950% senior notes due 2026, and for general corporate purposes.

The Company issued the notes under an indenture dated as of June 2, 2025 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture dated as of May 27, 2026 (the “Supplemental Indenture No. 2” and, together with the Base Indenture, the “Indenture”), among the Company, the Trustee and U.S. Bank Europe DAC, UK Branch, as paying agent. The following description of the Indenture is a summary and is qualified in its entirety by reference to the detailed provisions of the Indenture.

The notes will mature on September 1, 2033 and bear interest at a rate of 4.000% per annum. Accrued and unpaid interest on the notes will be payable in EUR in arrears on September 1 of each year, beginning on September 1, 2026. Interest on the notes will accrue from May 27, 2026 and will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes. The terms of the Indenture, among other things, limit (a) the Company’s ability to merge, consolidate or sell assets, and (b) the Company’s and its subsidiaries’ abilities to incur liens. These covenants are subject to a number of exceptions, including that the Company and its subsidiaries may incur liens on assets, mortgages or other liens securing indebtedness, provided the aggregate amount of indebtedness secured by such liens shall not exceed 3.5x Adjusted EBITDA as defined in the Indenture.

The Company may redeem the notes at any time, in whole or in part, at its election at the applicable redemption price. If the Company redeems the notes prior to July 1, 2033, the Company shall pay a redemption price equal to 100% of the principal amount of the notes being redeemed plus a make-whole premium, together with accrued interest to the redemption date. If the Company redeems the notes on or after July 1, 2033, the Company shall pay a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued interest to the redemption date. In addition, if the Company undergoes a Change of Control and Ratings Decline, each as defined in the Indenture, the Company may be required to repurchase all of the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest (including additional interest, if any), up to but not including the repurchase date.

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

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

Item 2.03

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

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

Item 9.01

Financial Statements and Exhibits.

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

(d) Exhibits


Exhibit No.		Description

4.1		Supplemental Indenture No. 2, dated as of May 27, 2026, by and among American Tower Corporation, U.S. Bank Trust Company, National Association, as trustee, and U.S. Bank Europe DAC, UK Branch, as paying agent.

5.1		Opinion of Cleary Gottlieb Steen & Hamilton LLP.

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

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	AMERICAN TOWER CORPORATION
	(Registrant)

Date: May 27, 2026	By:	/s/ Rodney M. Smith
		Rodney M. Smith
		Executive Vice President, Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What type of debt did American Tower (AMT) issue in this filing?

American Tower issued 750.0 million euros of 4.000% senior unsecured notes due 2033. These notes bear a fixed 4.000% annual interest rate, are denominated in euros, and rank as senior unsecured obligations under the company’s existing indenture structure.

How much cash did American Tower (AMT) receive from the euro notes offering?

The offering generated approximately 742.7 million EUR in net proceeds for American Tower. Using a disclosed exchange rate of 1.00 EUR = $1.1669, this equates to about $866.7 million after deducting commissions and estimated expenses from the gross issuance amount.

How will American Tower (AMT) use the proceeds from the 4.000% 2033 notes?

American Tower plans to use the net proceeds to repay borrowings under its $6.0 billion senior unsecured multicurrency revolving credit facility. This includes 500.0 million EUR of 1.950% senior notes due 2026, with any remainder available for general corporate purposes.

When do American Tower’s new 4.000% euro notes mature and pay interest?

The new notes mature on September 1, 2033. They pay interest annually in euros on September 1 of each year, starting on September 1, 2026, with interest accruing from May 27, 2026 on an actual/actual day-count basis.

Can American Tower (AMT) redeem the 4.000% 2033 notes early?

American Tower may redeem the notes at its option, in whole or in part. Redemptions before July 1, 2033 require 100% of principal plus a make-whole premium and accrued interest; after that date, only 100% of principal plus accrued interest is payable.

What protections do holders of American Tower’s new notes have on change of control?

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

Filing Exhibits & Attachments

6 documents

American Tower (NYSE: AMT) sells €750M 4.000% notes to refinance debt

Rhea-AI Filing Summary

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