Item 1.01
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Entry into a Material Definitive Agreement.
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The 2018 Refinancing Amendment
On April 11, 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 February 7, 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 $1.0 billion to $1.25 billion 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. Pursuant to the terms of the 2018 Refinancing Amendment, amounts borrowed under the revolving credit facility accrue interest, at the Borrowers 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 Borrowers leverage ratio. Upon the closing, amounts
borrowed under the revolving credit facility will initially accrue interest, at the Borrowers 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
April 11, 2023.
The 2018 Refinancing Amendment also provided for a new $2.4 billion, 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 $1.93 billion 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 April 11, 2025. The Term Loan bears interest, at the Borrowers 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 September 30, 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.