Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks that are inherent in our financial instruments. These instruments arise from transactions entered into in the normal course of business.
The following table presents the future principal payment obligations and fair values associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of June 30, 2026:
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | Fair Value | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||
| Revolving Credit Facility (1) | $ | — | $ | — | $ | — | $ | 1,055,000 | $ | — | $ | — | $ | 1,055,000 | $ | 1,055,000 | ||||||||
| 2024 Term Loan (1) | 11,500 | 23,000 | 23,000 | 23,000 | 23,000 | 2,144,750 | 2,248,250 | 2,251,060 | ||||||||||||||||
| 2020-2C Tower Securities (2) | — | — | 600,000 | — | — | — | 600,000 | 577,800 | ||||||||||||||||
| 2021-1C Tower Securities (2) | 1,165,000 | — | — | — | — | — | 1,165,000 | 1,150,997 | ||||||||||||||||
| 2021-2C Tower Securities (2) | — | 895,000 | — | — | — | — | 895,000 | 874,782 | ||||||||||||||||
| 2021-3C Tower Securities (2) | — | — | — | — | — | 895,000 | 895,000 | 679,045 | ||||||||||||||||
| 2022-1C Tower Securities (2) | — | — | 850,000 | — | — | — | 850,000 | 864,008 | ||||||||||||||||
| 2024-1C Tower Securities (2) | — | — | — | 1,450,000 | — | — | 1,450,000 | 1,452,886 | ||||||||||||||||
| 2024-2C Tower Securities (2) | — | 620,000 | — | — | — | — | 620,000 | 620,062 | ||||||||||||||||
| 2020 Senior Notes | — | 1,500,000 | — | — | — | — | 1,500,000 | 1,492,800 | ||||||||||||||||
| 2021 Senior Notes | — | — | — | 1,500,000 | — | — | 1,500,000 | 1,436,250 | ||||||||||||||||
| Total debt obligation | $ | 1,176,500 | $ | 3,038,000 | $ | 1,473,000 | $ | 4,028,000 | $ | 23,000 | $ | 3,039,750 | $ | 12,778,250 | $ | 12,454,690 |
(1)On July 23, 2026, we repaid the aggregate principal amount under the Revolving Credit Facility and the 2024 Term Loan and issued the 2026 Senior Notes. For further discussion, refer to “Debt Instruments and Debt Service Requirements” above.
(2)For information on the anticipated repayment date and final maturity date for each tower security, refer to “Debt Instruments and Debt Service Requirements” above.
Our current primary market risk exposure is (1) interest rate risk relating to our ability to refinance our debt at commercially reasonable rates, if at all, and (2) interest rate risk relating to the impact of interest rate movements on any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates. We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt, including interest rate swaps. While we cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis.
We have performed a sensitivity analysis assuming a hypothetical 1% increase in our variable interest rates as of June 30, 2026. As of June 30, 2026, the analysis indicated that such an adverse movement would have caused our interest expense to increase by approximately 2.8% for the six months ended June 30, 2026.
We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Chile, Peru, South Africa, Tanzania, and to a lesser extent, our markets in Central America. In each of these countries, we pay most of our selling, general, and administrative expenses and a portion of our operating expenses, such as taxes and utilities incurred in the country in local currency. In addition, in Brazil, Chile, and South Africa, we receive significantly all our revenue and pay substantially all our operating expenses in local currency. In Costa Rica, Peru, and Tanzania, we receive our revenue and pay our operating expenses in a mix of local currency and U.S. dollars. All transactions denominated in currencies other than the U.S. Dollar are reported in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the applicable fiscal reporting period, and all revenues and expenses are translated at average rates for the period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive loss, net. For the six months ended June 30, 2026, approximately 20.7% of our revenues and approximately 25.7% of our total operating expenses were denominated in foreign currencies.
We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at June 30, 2026. As of June 30, 2026, the analysis indicated that such an adverse movement
would have caused our revenues and operating income to decline by approximately 1.2% and 0.9%, respectively, for the six months ended June 30, 2026.
As of June 30, 2026, we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As settlement of this debt is anticipated or planned in the foreseeable future, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. A change of 10% in the underlying exchange rates of our unsettled intercompany debt at June 30, 2026 would have resulted in approximately $91.4 million of unrealized gains or losses that would have been included in Other income, net in our Consolidated Statements of Operations for the six months ended June 30, 2026.
Special Note Regarding Forward-Looking Statements
This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements including our expectations and beliefs regarding:
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core leasing revenue growth in 2026, on an organic basis, and the drivers contributing to such growth;
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the future growth and financial health of the wireless industry and the industry participants and the drivers of such growth, including future spectrum auctions and the roll-out of 5G and fixed wireless;
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our ability to capture and capitalize on industry growth and the impact of such growth;
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the consolidation of wireless service providers and the impact of such consolidation on our financial and operational results;
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elevated churn in 2026 in both our domestic and international markets;
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our intent to grow our tower portfolio domestically and internationally and expand through acquisitions, new builds and organic lease up on existing towers;
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our strategies for growing, and ability to grow, our cash flows;
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our site leasing business being characterized by stable and long-term recurring revenues;
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our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required for new builds and to maintain, improve, and modify our towers, ground lease purchases, and general corporate expenditures, and the source of funds for these expenditures;
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the timing for closing of pending acquisitions;
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our future liquidity requirements, including our debt service in 2026, and our ability to meet such requirements with cash on hand, capacity under our Revolving Credit Facility, and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months;
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our election to be taxed as a REIT, our intent to continue to operate as a REIT and the use of NOLs to reduce REIT taxable income;
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our capital allocation strategies and the impact of these strategies on our future financial and operational results
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our expectations regarding dividends and our ability to grow our dividend in the future and the drivers of such growth;
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the impact of compliance with applicable laws and regulations, including environmental laws, and various legal proceedings on our financial results and future business prospects; and
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the impact of certain tax and accounting matters on our financial statements.
These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, unless otherwise required by law. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:
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developments in, and macroeconomic influences on, the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may slow growth or affect our customers’ access to sufficient capital, or ability to expend capital to fund network expansion or enhancements;
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the impact of prior and future consolidation among wireless service providers and the EchoStar actions on our domestic and international churn rates;
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our ability to successfully manage the risks associated with international operations, including risks relating to competition, political or economic conditions, inflation, potential tariffs, tax laws, currency restrictions, and exchange rate fluctuations, legal or judicial systems, and land ownership, including land ownership risks with respect to towers we do not own;
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our ability to successfully manage the risks associated with our acquisition initiatives, including our ability to satisfactorily complete due diligence on acquired towers, the amount and quality of due diligence that we are able to complete prior to
closing of any acquisition, our ability to accurately anticipate the future performance of the acquired towers, our ability to receive required regulatory approval, the ability and willingness of each party to fulfill their respective closing conditions and their contractual obligations, and, once acquired, our ability to effectively integrate acquired towers into our business and to achieve the financial results projected in our valuation models for the acquired towers;
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the macroeconomic and industry health of the international jurisdictions we operate in, and the willingness and ability of carriers to invest in their networks to deploy additional capacity and increase geographic coverage;
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our ability to secure as many site leasing tenants as anticipated and retain current leases on towers as well as our tenants’ ability and willingness to comply with their obligations under such leases;
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our ability to meet our operational and capital expenditure goals, including expected economies of scale arising from new tenants on our existing towers,
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our ability to secure and deliver anticipated services business at contemplated margins;
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our ability to build new towers, including our ability to identify and acquire land that would be attractive for our customers and to successfully and timely address the issues that arise in connection with the building of new towers;
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our ability to achieve the anticipated levels of site leasing revenue from our new tower builds;
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our ability to compete for the acquisition of towers and other factors that may adversely affect our ability to purchase towers that meet our investment criteria and are available at prices which we believe will be accretive to our shareholders and allow us to maintain our long-term target leverage ratios while achieving our expected portfolio growth levels;
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our capital allocation decisions and the impact on our ability to achieve our expected tower portfolio growth levels;
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our ability to protect our rights to the land under our towers, enforce our contractual rights arising from our various real and personal property rights, and our ability to acquire land underneath our towers on terms that are accretive;
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our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels;
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our ability to successfully estimate the impact of regulatory and litigation matters;
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natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage;
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a decrease in demand for our towers;
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the ability of our customers to perform under their contractual and financial obligations;
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the introduction of new technologies or changes in a tenant’s business model that may make our tower leasing business less desirable to existing or potential tenants;
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the impact of interest rates on our results of operations and our ability to refinance our existing indebtedness at commercially reasonable rates or at all;
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our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures;
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our ability to qualify for treatment as a REIT for U.S. federal income tax purposes and to comply with and conduct our business in accordance with such rules and to utilize available NOLs to reduce REIT taxable income;
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our ability to successfully estimate the impact of certain accounting and tax matters, including the ability to successfully utilize like-kind exchanges, the effect of adopting certain accounting pronouncements and the availability of sufficient NOLs to offset future REIT taxable income; and
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other risks, including those described in Item 1A. – Risk Factors in our Annual Report on Form 10-K and those described from time to time in our other filings with the SEC.
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