Item 1.01
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Entry into a Material Definitive Agreement.
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Purchase Agreement
On February 16, 2018, 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., Deutsche Bank Securities Inc. and Wells Fargo
Securities, LLC, as representatives of the several initial purchasers named on Schedule I thereto (the Initial Purchasers), pursuant 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 $640 million principal amount of Secured Tower Revenue Securities, Series
2018-1C
(the
2018-1C
Tower Securities) to the Initial Purchasers. Upon issuance, the
2018-1C
Tower Securities will have an anticipated repayment date in March 2023, a final
maturity date in March 2048 and an interest rate of 3.448% per annum.
The Company expects the closing of the
2018-1C
Tower Securities to occur on or about March 9, 2018. 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, in combination with borrowings under the Companys Revolving Credit Facility, to repay the entire aggregate principal amount of the Secured Tower
Revenue Securities, Series
2013-1C
($425.0 million) and Secured Tower Revenue Securities, Series
2013-1D
($330.0 million) (together, the 2013 Tower
Securities), as well as accrued and unpaid interest.
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 $33.7 million principal amount of Secured Tower Revenue Securities, Series
2018-1R
(the
2018-1R
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
2018-1R
Tower Securities will have an anticipated repayment date in March 2023, a final maturity date in
March 2048 and an interest rate of 4.949% 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 2013 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, our 4.875% Senior Notes due 2022 and our 4.0% 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 and
our 4.0% Senior Notes due 2022.