Item 1.01 Entry into a Material Definitive Agreement.

First Supplemental Indenture

On May 26, 2020, SBA Communications Corporation ("SBA") and U.S. Bank National Association, as trustee, executed a First Supplemental Indenture (the "Supplemental Indenture") to the Indenture dated as of February 4, 2020 (the "Base Indenture," and together with the Supplemental Indenture, the "Indenture") pursuant to which SBA issued an additional $500,000,000 aggregate principal amount of its 3.875% Senior Notes due 2027 (the "Additional Notes") as additional notes under the Indenture. The Additional Notes were issued at a price of 99.5% of their face value plus accrued and unpaid interest from February 4, 2020. The Additional Notes constitute the same series of securities as the $1.0 billion 3.875% Senior Notes due 2027 issued on February 4, 2020 (the "Existing Notes," and together with the Additional Notes, the "Notes"). Other than with respect to the date of issuance and the offering price, the Additional Notes have the same terms as the Existing Notes and the Additional Notes and the Existing Notes will be treated as a single class for all purposes under the Indenture. Except with respect to the Additional Notes offered pursuant to Regulation S, the Additional Notes have the same CUSIP number as, and are fungible with, the Existing Notes.

The Notes have an interest coupon of 3.875%. Interest on the Notes accrues from February 4, 2020 and is payable semi-annually on February 15 and August 15 of each year, beginning on August 15, 2020. The Notes mature on February 15, 2027.

SBA may redeem the Notes, in whole or in part, at any time on or after February 15, 2023 at the applicable redemption price. In addition, until February 15, 2023, SBA may redeem up to 35% of the aggregate principal amount of the Notes with the net proceeds of certain equity offerings at a redemption price of 103.875% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, and additional interest, if any, to the redemption date. SBA may also redeem any of the Notes at any time prior to February 15, 2023 at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, and additional interest, if any, to, the redemption date. The Applicable Premium means, with respect to any Note on any redemption date, the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess of (A) the present value at such redemption date of (1) the redemption price of such Note at February 15, 2023 (as set forth in the Indenture), plus (2) all required interest payments due on such Note through February 15, 2023 (excluding accrued but unpaid interest, if any, to the redemption date), computed using a discount rate equal to the treasury rate on such redemption date plus 50 basis points over (B) the principal amount of such Note.

The Notes are SBA's senior unsecured obligations and are not guaranteed by any of its subsidiaries. The Notes rank equally in right of payment with SBA's existing and future senior unsecured debt, and senior in right of payment to SBA's future subordinated debt, if any. The Notes are effectively subordinated to any of SBA's existing and future secured debt to the extent of the value of the assets securing such debt. In addition, the Notes are structurally subordinated to all existing and future debt and other liabilities of SBA's subsidiaries.

If SBA experiences a Change of Control and a Ratings Decline (each as defined in the Indenture), each holder of the Notes will have the right to require SBA to repurchase all or any part, of such holder's Notes at a repurchase price equal to 101% of the aggregate principal amount of any Notes repurchased plus accrued and unpaid interest, if any, and additional interest, if any, to the repurchase date.

The Indenture provides that each of the following is an Event of Default (as defined in the Indenture) with respect to the Notes: (1) default for 30 days in the payment when due of interest, or additional interest, if any, with respect to the Notes; (2) default in payment when due of the principal of or premium, if any, on the Notes; (3) failure by SBA or any of the Restricted Subsidiaries (as defined in the Indenture) to comply with covenants relating to a merger, consolidation or a sale of assets, as described in the Indenture, or failure by SBA to consummate a Change of Control Offer or Asset Sale Offer (each as defined in the Indenture) in accordance with the provisions of the Indenture applicable to the offers; (4) subject to a notice requirement and a cure period, failure by SBA or any of the Restricted Subsidiaries to perform any other covenant in the Indenture, other than a covenant specified in clauses (1), (2) or (3) above, that continues for 60 days (or 120 days in the case of a failure to comply with the reporting obligations described in the Indenture) after notice to comply; (5) default under any Indebtedness (as defined in the Indenture) for money borrowed by SBA or any of its Significant Subsidiaries (as defined in the Indenture), or the payment of which is guaranteed by SBA or any of its Significant Subsidiaries, whether such Indebtedness or

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guarantee now exists or is created after February 4, 2020, which default (a) is caused by a failure to pay principal of or premium, if any, interest, if any, or Additional Interest (as defined in the Indenture), if any, with respect to the Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of the default (a "Payment Default"); or (b) results in the acceleration of the Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (6) failure by SBA or any of its Significant Subsidiaries to pay final judgments aggregating (net of amounts covered by insurance policies) in excess of $20.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; or (7) certain events of bankruptcy or insolvency described in the Indenture with respect to SBA or any of its Restricted Subsidiaries.

If any Event of Default occurs and is continuing, the trustee under the Indenture or the holders of at least 25% in aggregate principal amount of the then outstanding Notes and the trustee may, and the trustee at the request of such holders will, declare all the Notes to be due and payable immediately. If certain bankruptcy and insolvency Events of Default specified in the Indenture occur with respect to SBA, all outstanding Notes will become due and payable without any other act on the part of the trustee or the holders.

The Indenture contains customary covenants, including restrictions on SBA's ability to incur indebtedness, or liens securing indebtedness, merge, consolidate or sell assets, make restricted payments, including paying dividends or making other distributions, enter into transactions with affiliates, enter into sale and leaseback transactions and issue guarantees of indebtedness. The covenants are subject to a number of exceptions and qualifications.

Certain of the initial purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking, hedging and other financial advisory and commercial dealings with SBA and its affiliates. In addition, certain of the initial purchasers or their affiliates serve in various roles under SBA's Senior Credit Agreement, and, accordingly, will receive a portion of the net proceeds from the offering, which will be used to repay borrowings under the Revolving Credit Facility.

Registration Rights Agreement

On May 26, 2020, in connection with the issuance of the Additional Notes, SBA entered into a Registration Rights Agreement (the "Registration Rights Agreement") with Citigroup Global Markets Inc., as representative of the initial purchasers. Pursuant to the terms of the Registration Rights Agreement, SBA agreed to use its reasonable best efforts to (i) file a registration statement with respect to an offer to exchange the Additional Notes for new notes registered under the Securities Act of 1933, as amended, (ii) have such registration statement remain effective until 180 days after the last date of acceptance for exchange for use by one or more participating broker-dealers, (iii) commence the exchange offer promptly after the registration statement is declared effective by the Securities and Exchange Commission and (iv) complete the exchange offer on or prior to January 29, 2021. If SBA fails to satisfy certain filing and other obligations with respect to the exchange, SBA will be obligated to pay additional interest of 0.25% per annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period thereafter, until SBA's registration obligations are fulfilled, up to a maximum of 1.00% per annum.

The description above is qualified in its entirety by the Supplemental Indenture and the Registration Rights Agreement, which are filed with this Form 8-K, and the Base Indenture and Form of Note, which were previously filed as Exhibits 4.30 and 4.31, respectively, to SBA's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2020.

Item 2.03 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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Exhibit
  No.                                       Description

    4.32         First Supplemental Indenture, dated as of May 26, 2020, between SBA
               Communications Corporation and U.S. Bank National Association, to the
               Indenture, dated as of February 4, 2020, between SBA Communications
               Corporation and U.S. Bank National Association.

   10.97         Registration Rights Agreement, dated May 26, 2020, between SBA
               Communications Corporation and Citigroup Global Markets Inc., as
               representative of the several initial purchasers listed on Schedule 1
               thereto.

   10.98         Purchase Agreement, dated May 19, 2020, between SBA Communications
               Corporation and Citigroup Global Markets Inc., as representative of
               the several initial purchasers listed on Schedule 1 thereto.

   104         Cover Page Interactive File (the cover page tags are embedded within
               the Inline XBRL document).

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