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): February 24, 2003
AMERICAN TOWER CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 001-14195 65-0723837
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of Principal Executive Offices) (Zip Code)
(617) 375-7500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On February 24 2003, American Tower Corporation (the "Company") announced
an amendment to its senior credit facilities. The Second Amended and Restated
Loan Agreement entered into by and among American Towers, Inc., certain other
borrower subsidiaries of the Company and the lenders named therein ("the Second
Amended and Restated Loan Agreement") provides for the following principal
amendments:
.. PREPAYMENT OF A PORTION OF OUTSTANDING TERM LOANS. The Company agreed to
prepay an aggregate of $200.0 million of the term loans outstanding under
the credit facilities from a portion of the net proceeds of the Company's
Units offering in January 2003 (the "Units Offering"). This prepayment
consists of a $125.0 million prepayment of the Term Loan A and a $75.0
million prepayment of the Term Loan B, each to be applied to reduce
scheduled principal payments as described in the Second Amended and
Restated Loan Agreement. Giving effect to such amendment, as of December
31, 2002, the outstanding debt under the credit facilities was an aggregate
of $1.31 billion, consisting of $1.15 billion outstanding under the terms
loans and $160.0 million outstanding under the revolving loan.
.. REDUCTION TO REVOLVING LOAN COMMITMENTS. The Company also agreed to reduce
the revolving loan commitments by $225.0 million for total commitments of
$425.0 million. Based on the financial covenants of the Second Amended and
Restated Loan Agreement, as of December 31, 2002, the Company had the
ability to draw the entire undrawn portion of the $425.0 million revolving
loan commitment. The undrawn and available portion amounts to $246.0
million, which is the $425.0 million total less $160 million outstanding on
the revolving loan less $19 million in outstanding undrawn letters of
credit as of December 31, 2002.
.. CONSENT FOR RESTRICTED PAYMENTS TO PREPAY OR REPURCHASE THE 2.25%
CONVERTIBLE NOTES. The lenders agreed to permit the Company to make
restricted payments of up to $217.0 million, consisting of the balance of
the net proceeds of the Units Offering and cash on hand, to prepay or
repurchase the Company's 2.25% convertible notes. To the extent that any of
those proceeds are not used or required to prepay or repurchase any of the
2.25% convertible notes, the Company may use any remaining proceeds through
June 30, 2004 to make restricted payments to prepay or repurchase any
indebtedness of the Company. Pending these restricted payments, the $217.0
million will be held in a segregated account that is pledged to the lenders
and, to the extent the Company does not use the funds in the account for
restricted payments by June 30, 2004, the Company must use the remaining
funds to prepay a portion of the term loans outstanding under the credit
facilities.
.. LEVERAGE RATIO. The leverage ratio was amended to take into account the
issuance of the senior subordinated discount notes as part of the Units
Offering and a new senior leverage ratio has been added.
.. REVOLVER DRAWDOWNS. A provision limiting future revolver drawdowns based on
cash on hand of the borrowers has been added.
The primary condition for the release to the Company of the net proceeds of
the Units Offering, which have been
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maintained in an escrow account since January 29, 2003, has now been satisfied
as a result of entering into the Second Amended and Restated Loan Agreement and
such release is expected to occur later this month upon consummation of the
merger of American Tower Escrow Corporation, the issuer of the senior
subordinated discount notes, into American Towers, Inc.
The foregoing is only a summary of the principal provisions of the Second
Amendment and Restated Loan Agreement and is qualified in its entirety by
reference to the actual text of the Second Amended and Restated Loan Agreement
which is filed herewith as Exhibit 99.1 and incorporated herein by reference.
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Item 7(c). Exhibits
Exhibit 99.1 Second Amended and Restated Loan Agreement.
Exhibit 99.2 Press Release of American Tower Corporation, dated February 24,
2003, reporting American Tower's financial results for the fourth
quarter of 2002 and for the year ended December 31, 2002.
Item 9. Regulation FD Disclosure
Attached and incorporated herein by reference as Exhibit 99.2 is a copy of
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a press release of the Company, dated February 24, 2003, reporting the Company's
financial results for the fourth quarter of 2002 and for the year ended December
31, 2002.
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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: February 24, 2003 /s/ Bradley E. Singer
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Name: Bradley E. Singer
Title: Chief Financial Officer and
Treasurer
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Exhibits
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Exhibit 99.1 Second Amended and Restated Loan Agreement.
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Exhibit 99.2 Press Release of American Tower Corporation, dated February 24,
2003, reporting American Tower's financial results for the
fourth quarter of 2002 and for the year ended December 31, 2002.
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