SBA Communications Corporation (NASDAQ:SBAC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

The 2018 Refinancing Amendment

On April11, 2018, SBA Senior Finance II LLC (the “Borrower”), a wholly-owned subsidiary of SBA Communications Corporation (“SBAC”), entered into the 2018 Refinancing Amendment (the “2018 Refinancing Amendment”) with (i)SBAC, SBA Telecommunications, LLC, SBA Senior Finance, LLC and the SBAC direct and indirect subsidiaries named therein, as guarantors, (ii)the several lenders from time to time parties thereto, (iii)TD Securities (USA) LLC and Mizuho Bank, Ltd., as the joint lead arrangers, (iv)TD Securities (USA) LLC, Mizuho Bank Ltd., Barclays Bank plc, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, as joint book runners, and (v)Toronto Dominion (Texas) LLC, as administrative agent, to the Seconded Amended and Restated Credit Agreement, dated as of February7, 2014, among the Borrower, the several lenders from time to time parties thereto, and Toronto Dominion (Texas) LLC, as administrative agent (as amended, supplemented or modified from time to time, the “Credit Agreement”).

The 2018 Refinancing Amendment increased the revolving credit commitments under the revolving credit facility from $1.0billion to $1.25billion aggregate principal amount, which may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing. to the terms of the 2018 Refinancing Amendment, amounts borrowed under the revolving credit facility accrue interest, at the Borrower’s election, at either (i)the Eurodollar Rate (as defined in the Credit Agreement) plus a margin that ranges from 1.125% to 1.750% or (ii)the Base Rate (as defined in the Credit Agreement) plus a margin that ranges from 0.125% to 0.750%, in each case based on the Borrower’s leverage ratio. Upon the closing, amounts borrowed under the revolving credit facility will initially accrue interest, at the Borrower’s option, at the Eurodollar Rate plus 1.5% or the Base Rate plus 0.5%. All amounts borrowed under the revolving credit facility will mature on April11, 2023.

The 2018 Refinancing Amendment also provided for a new $2.4billion, seven-year senior secured term loan (the “Term Loan”) under the Credit Agreement. The proceeds from the Term Loan were used to retire the outstanding $1.93billion in aggregate principal amount of existing term loans, pay down the existing outstanding balance under the revolving credit facility, and for general corporate purposes. The Term Loan was issued at 99.75% of par value. The Term Loan will mature on April11, 2025. The Term Loan bears interest, at the Borrower’s election, at either the Base Rate plus 1.0% per annum or the Eurodollar rate plus 2.0% per annum. Principal on the Term Loan will be repaid on the last day of each March, June, September and December, commencing on September30, 2018, at a rate equal to 0.25% of the initial aggregate principal amount of the Term Loan. The Borrower has the ability to prepay any or all amounts under the Term Loan with no prepayment penalty, except to the extent the Term Loan is prepaid from the proceeds of certain refinancing or repricing transactions within six months of the closing of the 2018 Refinancing Amendment, in which case a prepayment fee equal to 1.0% of the aggregate principal amount of such prepayment will apply. In addition, the 2018 Refinancing Amendment modified certain definitions, financial ratio calculations and negative covenants in the Credit Agreement to reflect the increased size and international scope of the Borrower. All other material terms of the Credit Agreement, as amended, remain unchanged.

TD Securities and Mizuho Bank acted as joint lead arrangers on the transaction. Greenberg Traurig, P.A., acted as outside legal counsel for SBAC and its loan party subsidiaries in connection with the transaction.

Relationships

Certain of the lenders and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with SBAC and its affiliates. Such lenders will receive a portion of the net proceeds from this offering.

Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference herein.

(d) Exhibits

SBA COMMUNICATIONS CORP Exhibit
EX-10.90 2 d570372dex1090.htm EX-10.90 EX-10.90 Exhibit 10.90 EXECUTION VERSION 2018 REFINANCING AMENDMENT 2018 REFINANCING AMENDMENT,…
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About SBA Communications Corporation (NASDAQ:SBAC)

SBA Communications Corporation is an independent owner and operator of wireless communications tower structures, rooftops and other structures that support antennas used for wireless communications. The Company’s operating segments include site leasing and site development. The site leasing business includes segments, domestic site leasing and international site leasing. The Company’s primary business line is its site leasing business. In its site leasing business, the Company leases antenna space to wireless service providers on towers that it owns or operates, and manages rooftop and tower sites for property owners under various contractual arrangements. The Company owns approximately 25,460 towers. It also manages or leases approximately 5,500 actual or potential towers. The Company’s other business line is its site development business, through which it assists wireless service providers in developing and maintaining their own wireless service networks.