SBA Communications Corporation (NASDAQ:SBAC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Purchase Agreement
On April4, 2017, SBA Senior Finance, LLC (SBA Senior Finance), an
indirect subsidiary of SBA Communications Corporation (the
Company), entered into a Purchase Agreement (the Purchase
Agreement) among SBA Senior Finance, Deutsche Bank Trust Company
Americas, as trustee, and Barclays Capital Inc., Citigroup Global
Markets Inc. and Deutsche Bank Securities Inc., as
representatives of the several initial purchasers named on
Schedule I thereto (the Initial Purchasers), to which SBA Tower
Trust (the Trust), a New York common law trust established by SBA
Depositor LLC, an indirect subsidiary of the Company (SBA
Depositor), agreed to sell $760million principal amount of
Secured Tower Revenue Securities, Series 2017-1C (the
2017-1C Tower
Securities) to the Initial Purchasers. Upon issuance, the 2017-1C
Tower Securities will have an anticipated repayment date of
April11, 2022, a final maturity date of April9, 2047 and an
interest rate of 3.168% per annum.
The Company
expects the closing of the 2017-1C Tower Securities to occur on
or about April17, 2017. The Company intends to use the net
proceeds from this offering to make a cash distribution to SBA
Guarantor LLC (SBA Guarantor) which will further distribute such
amount to one or more other Company entities to be used (1)to
prepay $611.6million aggregate principal amount, including
accrued and unpaid interest, of the Secured Tower Revenue
Securities, Series 2012-1C (the 2012-1C Tower
Securities) and (2)for general corporate purposes.
To satisfy the applicable risk
retention requirements of Regulation RR promulgated under the
Securities Exchange Act of 1934, as amended (the Risk Retention
Rules), SBA Guarantor, an affiliate of SBA Depositor, agreed to
purchase $40 million principal amount of Secured Tower Revenue
Securities, Series 2017-1R (the 2017-1R Tower Securities) in
order to retain an eligible horizontal residual interest (as
defined in the Risk Retention Rules) in an amount equal to at
least 5% of the fair value of the offered and retained
securities. Upon issuance, the 2017-1R Tower Securities will have
an anticipated repayment date of April 11, 2022, a final maturity
date of April 9, 2047 and an interest rate of 4.459% per
annum.
Relationships
The Company and certain of its
affiliates have previously entered into commercial financial
arrangements with each of the Initial Purchasers, and/or their
respective affiliates, and each of these entities and/or its
affiliates has in the past provided financial, advisory,
investment banking and other services to the Company and its
affiliates, including (1)serving as a lender and/or in other
related capacities in connection with the Senior Credit Agreement
and the various term loans and revolving credit facility under
the Senior Credit Agreement and (2)as a book runner and/or as an
initial purchaser for our various series of Secured Tower Revenue
Securities. Certain of the Initial Purchasers or their affiliates
may hold from time to time a portion of the Companys 2012-1C
Tower Securities and, accordingly, may receive a portion of the
net proceeds of this offering. In addition, each of Barclays
Capital Inc., Citigroup Global Markets Inc., Deutsche Bank
Securities
Inc., J.P. Morgan Securities
LLC, Wells Fargo Securities, LLC, and TD Securities (USA) LLC
served as a book runner and/or an initial purchaser for our
4.875% Senior Notes due 2024 and 4.875% Senior Notes due 2022,
and our retired 5.75% Senior Notes due 2020 and 5.625% Senior
Notes due 2019, and Mizuho Bank, Ltd. was an initial purchaser of
our 4.875% Senior Notes due 2024.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 10.16 |
Purchase Agreement, dated April4, 2017, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto. |
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. SBA Communications Corporation (NASDAQ:SBAC) Recent Trading Information
SBA Communications Corporation (NASDAQ:SBAC) closed its last trading session up +1.10 at 121.17 with 1,265,742 shares trading hands.
