American Tower Completes Class A Common Stock Offering and 3.25% Convertible Notes Offering.

Business Editors/High-Tech Writers

BOSTON--(BUSINESS WIRE)--Aug. 5, 2003

American Tower Corporation (NYSE: AMT) announced that it has closed its previously announced offerings of Class A common stock and 3.25% convertible notes due 2010 in separate transactions.

At the closing of the Class A common stock offering, the Company issued 12.4 million shares of Class A common stock for net proceeds of approximately $104.8 million, after deducting underwriting discounts and commissions and expenses of the offering. In addition, the underwriters exercised in full their option to purchase from the Company an additional 1.86 million shares of Class A common stock, which is expected to close on August 6, 2003. With the exercise of this option, the total net proceeds of the public offering to the Company are approximately $120.6 million. The Company will use the net proceeds of the offering to repurchase outstanding debt securities of American Tower Corporation or to make equity contributions to the borrower subsidiaries under its credit facilities, where the proceeds may be used for general corporate purposes.

Separately, at the closing of the 3.25% convertible notes offering, the Company issued a total of $175.0 million aggregate principal amount of the 3.25% convertible notes due 2010. At closing, the Company received net proceeds from this offering of approximately $168.8 million, after deducting the initial purchasers' discounts and commissions and expenses of the offering. The Company applied a portion of the net proceeds to repay $84.4 million of indebtedness outstanding under its credit facilities and will use the remainder to repurchase a portion of the Company's outstanding debt securities. The initial purchasers have a 30-day option from the closing date to purchase an additional $35 million principal amount of the 3.25% convertible notes. This press release is neither an offer to sell nor a solicitation of an offer to buy any of the convertible notes or Class A common stock. The convertible notes and the Class A common stock issuable upon conversion of the convertible notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Unless so registered, the convertible notes may not be offered or sold in the United States except pursuant to an exemption from registration requirements of the Securities Act and applicable state securities laws.