Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement for 2021 Tower Securities
On April 29, 2021, 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 (the "Trustee"), and Barclays Capital
Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Mizuho
Securities USA 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
$1.165 billion aggregate principal amount of Secured Tower Revenue Securities,
Series 2021-1C (the "2021-1C Tower Securities") to the Initial Purchasers. Upon
issuance, the 2021-1C Tower Securities will have an anticipated repayment date
in November 2026, a final maturity date in May 2051 and an interest rate of
1.631% per annum.
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 ("SBA
Guarantor") also agreed to purchase $61.4 million principal amount of Secured
Tower Revenue Securities, Series 2021-1R (the "2021-1R Tower Securities" and
together with the 2021-1C Tower Securities, the "2021 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. The 2021-1R Tower Securities have an
anticipated repayment date in November 2026, a final maturity date in May 2051
and an interest rate of 3.598% per annum.
The Company expects the closing of the offering of the 2021 Tower Securities to
occur on or about May 14, 2021. The Company intends to use the net proceeds from
the offering to repay the entire aggregate principal amount of the Secured Tower
Revenue Securities, Series 2017-1C ($760 million) (the "2017-1C Tower
Securities") and the Secured Tower Revenue Securities, Series 2017-1R ($40
million), as well as accrued and unpaid interest, and to make a cash
distribution to SBA Guarantor, which will further distribute such amount to one
or more other Company entities to be used for general corporate purposes.
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 serving (1) 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, (2) as a book runner and/or as an initial purchaser for
our various series of Secured Tower Revenue Securities and (3) as a book runner
and/or an initial purchaser for our various series of Senior Notes. Certain of
the Initial Purchasers or their affiliates may hold from time to time a portion
of the 2017-1C Tower Securities and, accordingly, may receive a portion of the
net proceeds of the offering.
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.4 Purchase Agreement, dated April 29, 2021, among SBA Senior Finance,
LLC, Deutsche Bank Trust Company Americas, as trustee, and the several
initial purchasers listed on Schedule I thereto.
104 Cover Page Interactive File (the cover page tags are embedded within
the Inline XBRL document).
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