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| AMT > SEC Filings for AMT > Form 8-K on 15-Mar-2013 | All Recent SEC Filings |
15-Mar-2013
Entry into a Material Definitive Agreement, Termination of a Material De
On March 15, 2013, certain subsidiaries of American Tower Corporation (the
"Company") entered into (i) a Loan Agreement, (ii) a Management Agreement,
(iii) a Cash Management Agreement and (iv) a Trust and Servicing Agreement (each
of the foregoing as defined below). The description of the Loan Agreement, the
Management Agreement, the Cash Management Agreement and the Trust and Servicing
Agreement set forth in Item 2.03 of this report is incorporated herein by
reference.
On March 15, 2013, the Company used a substantial portion of the net proceeds of the offering described in Item 2.03 below, and incorporated under this Item 1.02 by reference, to repay all indebtedness, or $1.75 billion in principal amount, outstanding under the debt backing the Commercial Mortgage Pass-Through Certificates, Series 2007-1 (the "2007 Certificates") plus prepayment consideration and accrued interest thereon and other costs and expenses related thereto.
For a summary of the material terms of the 2007 Certificates, see the Company's Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 27, 2013.
On March 15, 2013, American Tower Trust I (the "Trust"), a trust established by American Tower Depositor Sub, LLC (the "Depositor"), an indirectly-owned special-purpose subsidiary of the Company, issued in a private transaction (the "Transaction"), $1.8 billion of Secured Tower Revenue Securities, Series 2013-1 and Series 2013-2 (collectively, the "Securities"). A copy of the March 15, 2013 press release announcing the close of the Transaction is filed herewith as Exhibit 99.1.
The assets of the Trust consist of a nonrecourse loan (the "Loan") initially made by the Trust to American Tower Asset Sub, LLC and American Tower Asset Sub II, LLC (together, the "Borrowers"), pursuant to a First Amended and Restated Loan and Security Agreement among the foregoing parties dated as of March 15, 2013 (the "Loan Agreement"). The Borrowers are jointly and severally liable under the Loan, which is secured primarily by mortgages on the Borrowers' interests in certain of the wireless communications and related tower sites (the "Sites"). As indicated in the table below, the Securities were issued in two separate Series of the same class. The Securities were issued with terms identical to the Loan (defined below). The effective weighted average fixed interest rate of the Loan is 2.468%. The Series 2013-1A Securities have an expected life of approximately five years with a final repayment date in March 2043. The Series 2013-2A Securities have an expected life of approximately ten years with a final repayment date in March 2048.
Initial Class Principal Rating
Subclass Balance Interest Rate (Moody's/Fitch)
Series 2013-1A $ 500,000,000 1.551 % Aaa(sf)/AAA(sf)
Series 2013-2A $ 1,300,000,000 3.070 % Aaa(sf)/AAA(sf)
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The Company used a substantial portion of the net proceeds from this issuance to repay all indebtedness, or $1.75 billion in principal amount, outstanding under the debt backing the 2007 Certificates plus prepayment consideration and accrued interest thereon and other costs and expenses related thereto, and for general corporate purposes.
The Loan will be paid solely from the cash flows generated from the operation of the Sites held by the Borrowers. The Borrowers are required to make monthly payments of interest on the Loan. Subject to
The Borrowers may prepay the Loan provided it is accompanied by applicable prepayment consideration. If the prepayment occurs within twelve months of the anticipated repayment date for the Series 2013-1A Securities and eighteen months of the anticipated repayment date for the Series 2013-2A, no prepayment consideration is due. The entire unpaid principal balance of the Component of the Loan related to the Series 2013-1A Securities will be due in March 2043. The entire unpaid principal balance of the Component of the Loan related to the Series 2013-2A Securities will be due in March 2048. The Loan may be defeased in whole at any time.
The Loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the tower sites and their operating cash flows, (2) a security interest in substantially all of the Borrowers' personal property and fixtures and (3) the Borrowers' rights under the Management Agreement (as defined below). American Tower Holding Sub, LLC (the "Guarantor"), whose only material assets are its equity interests in each of the Borrowers, and American Tower Guarantor Sub, LLC (the "Parent Guarantor") whose only material asset is its equity interests in the Guarantor, have each guaranteed repayment of the Loan and pledged their equity interests in their respective subsidiary or subsidiaries as security for such payment obligations.
The Loan documents include covenants customary for Loans subject to rated securitizations. Among other things, the Borrowers are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets. The organizational documents of the Borrowers contain provisions consistent with rating agency securitization criteria for special purpose entities, including the requirement that the Borrowers maintain at least two independent directors.
In connection with the issuance and sale of the Securities, the Borrowers, as owners, entered into an amended and restated management agreement ("Management Agreement") dated as of March 15, 2013 with SpectraSite Communications, LLC ("SpectraSite Communications") as manager (in that capacity, "Manager"). SpectraSite Communications is a wholly-owned indirect subsidiary of the Company. Pursuant to the Management Agreement, the Manager will perform, on behalf of the Borrowers, those functions reasonably necessary to maintain, market, operate, manage and administer the Sites.
Also in connection with the issuance and sale of the Securities, the Borrowers, as borrowers, U.S. Bank National Association ("Trustee"), as trustee and agent, Midland Loan Services, a Division of PNC Bank, National Association ("Servicer"), as servicer, and SpectraSite Communications, as manager, entered into a first amended and restated cash management agreement ("Cash Management Agreement") dated as of March 15, 2013. Pursuant to the Cash Management Agreement, the Borrowers established certain accounts and reserves, controlled by the lender, or its assignee, to which
The foregoing is only a summary of certain provisions of the Loan and is qualified in its entirety by the terms of the Loan Agreement, the Management Agreement, the Cash Management Agreement and the Trust and Servicing Agreement, copies of which will be filed as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated March 15, 2013.
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