Item 1.01 Entry into a Material Definitive Agreement.
First Supplemental Indenture
On
The Notes have an interest coupon of 3.875%. Interest on the Notes accrues from
SBA may redeem the Notes, in whole or in part, at any time on or after
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
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
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
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 ofMay 26, 2020 , betweenSBA Communications Corporation andU.S. Bank National Association , to the Indenture, dated as ofFebruary 4, 2020 , betweenSBA Communications Corporation andU.S. Bank National Association . 10.97 Registration Rights Agreement, datedMay 26, 2020 , betweenSBA Communications Corporation andCitigroup Global Markets Inc. , as representative of the several initial purchasers listed on Schedule 1 thereto. 10.98 Purchase Agreement, datedMay 19, 2020 , betweenSBA Communications Corporation andCitigroup 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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