American Tower Corporation Announces Commencement of Cash Tender Offer for 7.50% Senior Notes Due 2012

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Wed May 27, 2009 10:29am EDT

BOSTON--(Business Wire)--
American Tower Corporation (NYSE: AMT) announced today that it has commenced a
cash tender offer for any and all of its outstanding $225,000,000 7.50% senior
notes due 2012 (the "Notes") on the terms and subject to the conditions set
forth in its Offer to Purchase, dated May 27, 2009 (the "Offer to Purchase") and
the related Letter of Transmittal. The tender offer documents more fully set
forth the terms and conditions of the tender offer. 

The tender offer will expire at 11:59 p.m., New York City time, on June 23,
2009, (the "Expiration Date") unless extended or earlier terminated by the
Company. The Company reserves the right to terminate, withdraw or amend the
tender offer at any time subject to applicable law. 

Holders who validly tender their Notes on or prior to 5:00 p.m., New York City
time, on June 9, 2009 (the "Early Tender Date") will be eligible to receive the
total consideration of $1,021.25 per $1,000 principal amount of Notes validly
tendered, which includes an early tender premium of $30 per $1,000 principal
amount of Notes validly tendered (the "Early Tender Premium"). Additionally,
accrued and unpaid interest will be paid on any 2012 Notes accepted for purchase
up to, but not including the Final Payment Date (as defined below) or the Early
Payment Date (as defined below), as the case may be. 

Any tender of Notes may be validly withdrawn at any time on or prior to 5:00
p.m., New York City time, on June 9, 2009, unless extended. Holders who tender
Notes after the Early Tender Date will not be eligible to receive the Early
Tender Premium. 

The Company has reserved the right to accept for purchase at any time following
the Early Payment Date but prior to the Expiration Date (the "Early Acceptance
Time") all Notes then validly tendered. If the Company elects to exercise this
option, it will pay for such Notes on a date (the "Early Payment Date") promptly
following the Early Acceptance Time. On the Early Payment Date, the Company will
also pay accrued and unpaid interest up to, but not including, the Early Payment
Date on the Notes accepted for purchase. 

Unless the Company exercises its early acceptance option, it expects to accept
for purchase and pay the total consideration (as to all Notes tendered prior to
the Early Tender Date) and the tender offer consideration (which is the total
consideration less the Early Tender Premium, as to all Notes tendered after the
Early Tender Date) with respect to all validly tendered Notes on a date (the
"Final Payment Date") promptly following the Expiration Date. On the Final
Payment Date, the Company will also pay accrued and unpaid interest up to, but
not including, the Final Payment Date on the Notes accepted for purchase. 

The Company's obligation to accept for purchase, and to pay for, Notes validly
tendered and not validly withdrawn pursuant to the tender offer is subject to
the consummation of a new debt offering by the Company. The complete terms and
conditions of the tender offer are set forth in the tender offer documents which
are being sent to holders of Notes. Holders are urged to read the tender offer
documents carefully. 

If, following the consummation of the tender offer and the new debt offering,
any of the Notes remain outstanding, the Company intends to redeem such Notes at
a redemption price of $1,018.75 per $1,000 principal amount of the Notes
pursuant to the terms of the Notes and the indenture under which they were
issued. 

The Company has retained Credit Suisse Securities (USA) LLC to act as Dealer
Manager in connection with the tender offer. Questions about the tender offer
may be directed to the Dealer Manager at 800-820-1653 (toll free). Copies of the
tender offer documents and other related documents may be obtained from D.F.
King & Co., Inc., the information agent for the tender offer, at 800-967-7921
(toll free) or 212-269-5550 (collect). 

The tender offer is being made solely by means of the tender offer documents.
Under no circumstances shall this press release constitute an offer to purchase
or the solicitation of an offer to sell the Notes or any other securities of the
Company. No recommendation is made as to whether holders of the Notes should
tender their Notes. 

Cautionary Language Concerning Forward-Looking Statements

This press release contains statements about future events and expectations, or
"forward-looking statements", all of which are inherently uncertain. We have
based those forward-looking statements on management`s current expectations and
assumptions and not on historical facts. These forward-looking statements
involve a number of risks and uncertainties. Among the important factors that
could cause actual results to differ materially from those indicated in such
forward-looking statements include market conditions for corporate debt
generally, for the securities of telecommunications companies and for the
Company`s indebtedness in particular. For other important factors that may cause
actual results to differ materially from those indicated in our forward-looking
statements, we refer you to the information contained in Item 1A of Form 10-Q
for the quarter ended March 31, 2009 under the caption "Risk Factors" and in
other filings we make with the Securities and Exchange Commission. We undertake
no obligation to update the information contained in this press release to
reflect subsequently occurring events or circumstances. 



American Tower Corporation
Michael Powell, 617-375-7500
Vice President, Investor Relations 

Copyright Business Wire 2009

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