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OFFON

SBA COMMUNICATIONS CORPORATION

(SBAC)
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SBA COMMUNICATIONS CORP MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

11/05/2021 | 10:38am EST
We are a leading independent owner and operator of wireless communications
infrastructure, including tower structures, rooftops and other structures that
support antennas used for wireless communications, which we collectively refer
to as "towers" or "sites." Our principal operations are in the United States and
its territories. In addition, we own and operate towers in South America,
Central America, Canada, and South Africa. Our primary business line is our site
leasing business, which contributed 97.5% of our total segment operating profit
for the nine months ended September 30, 2021. In our site leasing business, we
(1) lease antenna space to wireless service providers on towers that we own or
operate and (2) manage rooftop and tower sites for property owners under various
contractual arrangements. As of September 30, 2021, we owned 34,072 towers, a
substantial portion of which have been built by us or built by other tower
owners or operators who, like us, have built such towers to lease space to
multiple wireless service providers. Our other business line is our site
development business, through which we assist wireless service providers in
developing and maintaining their own wireless service networks.

Site Leasing


Our primary focus is the leasing of antenna space on our multi-tenant towers to
a variety of wireless service providers under long-term lease contracts in the
United States, South America, Central America, Canada, and South Africa. As of
September 30, 2021, no U.S. state or territory accounted for more than 10% of
our total tower portfolio by tower count, and no U.S. state or territory
accounted for more than 10% of our total revenues for the nine months ended
September 30, 2021. In addition, as of September 30, 2021, approximately 30% of
our total towers are located in Brazil and no other international markets (each
country is considered a market) represented more than 4% of our total towers. We
derive site leasing revenues primarily from wireless service provider tenants,
including T-Mobile, AT&T, Verizon Wireless, Oi S.A., Telefonica, Claro, Tigo,
and TIM. Wireless service providers enter into tenant leases with us, each of
which relates to the lease or use of space at an individual site. In the United
States and Canada, our

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tenant leases are generally for an initial term of five years to 10 years with
multiple renewal periods at the option of the tenant. These tenant leases
typically contain specific rent escalators, which average 3-4% per year,
including the renewal option periods. Tenant leases in South Africa and our
Central and South American markets typically have an initial term of 10 years
with multiple renewal periods. In Central America, we have similar rent
escalators to that of leases in the United States and Canada while our leases in
South America and South Africa escalate in accordance with a standard cost of
living index. Site leases in South America typically provide for a fixed rental
amount and a pass through charge for the underlying rent related to ground
leases and other property interests.

Cost of site leasing revenue primarily consists of:

?Cash and non-cash rental expense on ground leases and other underlying property interests;


?Property taxes;

?Site maintenance and monitoring costs (exclusive of employee related costs);


?Utilities;

?Property insurance; and

?Lease initial direct cost amortization.


In the United States and our international markets, ground leases and other
property interests are generally for an initial term of five years to 10 years
with multiple renewal periods, at our option, and provide for rent escalators
which typically average 2-3% annually, or in our South American markets and
South Africa, adjust in accordance with a standard cost of living index. As of
September 30, 2021, approximately 72% of our tower structures were located on
parcels of land that we own, land subject to perpetual easements, or parcels of
land in which we have a leasehold interest that extends beyond 20 years. For any
given tower, costs are relatively fixed over a monthly or an annual time period.
As such, operating costs for owned towers do not generally increase as a result
of adding additional customers to the tower. The amount of property taxes varies
from site to site depending on the taxing jurisdiction and the height and age of
the tower. The ongoing maintenance requirements are typically minimal and
include replacing lighting systems, painting a tower, or upgrading or repairing
an access road or fencing.

In our Central American markets and Ecuador, significantly all of our revenue,
expenses, and capital expenditures arising from our new build activities are
denominated in U.S. dollars. Specifically, most of our ground leases and other
property interests, tenant leases, and tower-related expenses are paid in U.S.
dollars. In our Central American markets, our local currency obligations are
principally limited to (1) permitting and other local fees, (2) utilities, and
(3) taxes. In Brazil, Canada, Chile, and South Africa significantly all of our
revenue, expenses, and capital expenditures, including tenant leases, ground
leases and other property interests, and other tower-related expenses are
denominated in local currency. In Colombia, Argentina, and Peru, our revenue,
expenses, and capital expenditures, including tenant leases, ground leases and
other property interests, and other tower-related expenses are denominated in a
mix of local currency and U.S. dollars.

As indicated in the table below, our site leasing business generates substantially all of our total segment operating profit. For information regarding our operating segments, see Note 14 of our condensed notes to consolidated financial statements included in this quarterly report.

                                    For the three months
                                            ended             For the nine months ended
Segment operating profit as a
percentage of                           September 30,               September 30,

total operating profit                2021         2020          2021           2020

Domestic site leasing                   80.5%        81.4%          80.6%          81.2%
International site leasing              16.7%        16.8%          16.9%          17.4%
Total site leasing                      97.2%        98.2%          97.5%          98.6%


We believe that the site leasing business continues to be attractive due to its
long-term contracts, built-in rent escalators, high operating margins, and low
customer churn (which refers to when a customer does not renew its lease or
cancels its lease prior to the end of its term) other than in connection with
customer consolidation or cessation of a particular technology. We believe that
over the long-term, site leasing revenues will continue to grow as wireless
service providers lease additional antenna space on our towers due to increasing
minutes of network use and data transfer, network expansion and network coverage
requirements. During the remainder of 2021, we expect organic site leasing
revenue in both our domestic and international segments to increase over 2020
levels due in part to wireless carriers deploying unused spectrum. We believe
our site leasing business is characterized by stable and long-term recurring
revenues, predictable operating costs and minimal non-discretionary capital
expenditures. Due to the relatively young age and mix of our tower portfolio, we
expect future expenditures required to maintain these towers to be minimal.
Consequently, we expect to grow our cash flows by (1) adding tenants to our
towers at minimal incremental costs by using existing tower capacity or
requiring wireless service providers to bear all or a portion of the cost of
tower modifications and (2) executing monetary amendments as wireless service
providers add or upgrade their equipment. Furthermore, because our towers are
strategically positioned, we have historically experienced low tenant lease
terminations as a percentage of revenue other than in connection with customer
consolidation or cessations of a specific technology.

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Site Development


Our site development business, which is conducted in the United States only, is
complementary to our site leasing business and provides us the ability to keep
in close contact with the wireless service providers who generate substantially
all of our site leasing revenue and to capture ancillary revenues that are
generated by our site leasing activities, such as antenna and equipment
installation at our tower locations. Site development revenues are earned
primarily from providing a full range of end to end services to wireless service
providers or companies providing development or project management services to
wireless service providers. Our services include: (1) network pre-design;
(2) site audits; (3) identification of potential locations for towers and
antennas on existing infrastructure; (4) support in leasing of the location;
(5) assistance in obtaining zoning approvals and permits; (6) tower and related
site construction; (7) antenna installation; and (8) radio equipment
installation, commissioning, and maintenance. We provide site development
services at our towers and at towers owned by others on a local basis, through
regional, market, and project offices. The market offices are responsible for
all site development operations.

For information regarding our operating segments, see Note 14 of our condensed notes to consolidated financial statements in this quarterly report.

Capital Allocation Strategy


Our capital allocation strategy is aimed at increasing shareholder value through
investment in quality assets that meet our return criteria, stock repurchases
when we believe our stock price is below its intrinsic value, and by returning
cash generated by our operations in the form of cash dividends. While the
addition of a cash dividend to our capital allocation strategy in 2019 has
provided us with a new tool to return value to our shareholders, we will also
continue to make investments focused on increasing Adjusted Funds From
Operations per share. To achieve this, we expect to continue to deploy capital
to portfolio growth and stock repurchases, subject to compliance with REIT
distribution requirements, available funds and market conditions, while
maintaining our target leverage levels. Key elements of our capital allocation
strategy include:

Portfolio Growth. We intend to continue to grow our asset portfolio,
domestically and internationally, primarily through tower acquisitions and the
construction of new towers that meet our internal return on invested capital
criteria.

Stock Repurchase Program. We currently utilize stock repurchases as part of our
capital allocation policy when we believe our share price is below its intrinsic
value. We believe that share repurchases, when purchased at the right price,
will facilitate our goal of increasing our Adjusted Funds From Operations per
share.

Dividend. Cash dividends are an additional component of our strategy of
returning value to shareholders. We do not expect our dividend to require any
changes in our leverage and believe that due to our low dividend payout ratio,
we can continue to focus on building and buying quality assets and
opportunistically buying back our stock. While the timing and amount of future
dividends will be subject to approval by our Board of Directors, we believe that
our future cash flow generation will permit us to grow our cash dividend in the
future.

COVID-19 Update

We have experienced minimal impact to our business or results of operations from
the coronavirus (COVID-19) pandemic. The extent to which COVID-19 could
adversely affect our future business operations will depend on future
developments such as the duration of the outbreak, new information on the
severity of COVID-19 or its variants, and methods taken to contain or treat the
outbreak of COVID-19 including a vaccine distribution program. While the full
impact of COVID-19 is not yet known, we will continue to monitor these
developments and the potential effects on our business.

Critical Accounting Policies and Estimates


We have identified the policies and significant estimation processes listed
below and in our Annual Report on Form 10-K as critical to our business
operations and the understanding of our results of operations. The listing is
not intended to be a comprehensive list. In many cases, the accounting treatment
of a particular transaction is specifically dictated by accounting principles
generally accepted in the United States, with no need for management's judgment
in their application. In other cases, management is required to exercise
judgment in the application of accounting principles with respect to particular
transactions. The impact and any associated risks related to these policies on
our business operations is discussed throughout "Management's Discussion and
Analysis of Financial Condition and Results of Operations" where such policies
affect reported and expected financial results. For a detailed discussion on the
application of these and other accounting policies, see Note 2 of our
consolidated financial statements contained in our Annual Report on Form 10-K
for the year ended December 31, 2020. Our preparation of our financial
statements requires us to make

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estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements, and the reported amounts of revenue and expenses during
the reporting periods. Management bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances. There can be no assurance that actual results will not differ
from those estimates and such differences could be significant.

Reference Rate Reform


ASU 2020-04 and ASU 2021-01, Reference Rate Reform, provide optional expedients
and exceptions for applying generally accepted accounting principles to
contracts, hedging relationships, and other transactions affected by reference
rate reform if certain criteria are met. The amendments apply only to contracts,
hedging relationships, and other transactions that reference LIBOR or another
reference rate expected to be discontinued because of reference rate reform. The
expedients and exceptions provided by the amendments do not apply to contract
modifications made and hedging relationships entered into or evaluated after
December 31, 2022, except for hedging relationships existing as of December 31,
2022, that an entity has elected certain optional expedients for and that are
retained through the end of the hedging relationship. An entity may elect to
apply the amendments prospectively through December 31, 2022. The ICE Benchmark
Administration Limited ("IBA") intends to cease the publication of USD LIBOR as
follows: the 1 week and 2 month tenors on December 31, 2021 and all other tenors
on June 30, 2023. On July 7, 2021, we amended our Credit Facility to provide
mechanics relating to a transition away from LIBOR as a benchmark interest rate
and the replacement of LIBOR by an alternative benchmark rate. Refer to "Debt
Instruments and Debt Service Requirements" below for further discussion of the
Credit Facility. As of September 30, 2021, we have not modified any other
contracts as a result of reference rate reform and are evaluating the impact
this standard may have on our consolidated financial statements.

RESULTS OF OPERATIONS


This report presents our financial results and other financial metrics after
eliminating the impact of changes in foreign currency exchange rates. We believe
that providing these financial results and metrics on a constant currency basis,
which are non-GAAP measures, gives management and investors the ability to
evaluate the performance of our business without the impact of foreign currency
exchange rate fluctuations. We eliminate the impact of changes in foreign
currency exchange rates by dividing the current period's financial results by
the average monthly exchange rates of the prior year period, as well as by
eliminating the impact of realized and unrealized gains and losses on our
intercompany loans.

Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

Revenues and Segment Operating Profit:


                               For the three months ended                                             Constant
                                      September 30,               Foreign            Constant         Currency
                                    2021           2020       Currency Impact     Currency Change     % Change

Revenues                                                 (in thousands)
Domestic site leasing          $       426,758   $ 390,961   $               -   $          35,797          9.2%
International site leasing             108,734      95,804               3,206               9,724         10.1%
Site development                        53,813      36,175                   -              17,638         48.8%
Total                          $       589,305   $ 522,940   $           3,206   $          63,159         12.1%
Cost of Revenues
Domestic site leasing          $        65,260   $  64,228   $               -   $           1,032          1.6%
International site leasing              33,406      28,494               1,084               3,828         13.4%
Site development                        41,357      28,797                   -              12,560         43.6%
Total                          $       140,023   $ 121,519   $           1,084   $          17,420         14.3%
Operating Profit
Domestic site leasing          $       361,498   $ 326,733   $               -   $          34,765         10.6%
International site leasing              75,328      67,310               2,122               5,896          8.8%
Site development                        12,456       7,378                   -               5,078         68.8%


Revenues

Domestic site leasing revenues increased $35.8 million for the three months
ended September 30, 2021, as compared to the prior year, primarily due to (1)
revenues from 858 towers acquired (including wireless tenant licenses on 710
utility transmission structures from the PG&E transaction) and 6 towers built
since July 1, 2020 and (2) organic site leasing growth, primarily from

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monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals.


International site leasing revenues increased $12.9 million for the three months
ended September 30, 2021, as compared to the prior year. On a constant currency
basis, international site leasing revenues increased $9.7 million. These changes
were primarily due to (1) revenues from 222 towers acquired and 422 towers built
since July 1, 2020 and (2) organic site leasing growth from new leases,
amendments, and contractual escalators, partially offset by lease non-renewals.
Site leasing revenue in Brazil represented 11.3% of total site leasing revenue
for the period. No other individual international market represented more than
4% of our total site leasing revenue.

Site development revenues increased $17.6 million for the three months ended
September 30, 2021, as compared to prior year, as a result of increased carrier
activity driven primarily by T-Mobile and DISH.

Operating Profit


Domestic site leasing segment operating profit increased $34.8 million for the
three months ended September 30, 2021, as compared to the prior year, primarily
due to additional profit generated by (1) towers acquired and built since July
1, 2020 and organic site leasing growth as noted above, (2) continued control of
our site leasing cost of revenue, and (3) the positive impact of our ground
lease purchase program.

International site leasing segment operating profit increased $8.0 million for
the three months ended September 30, 2021, as compared to the prior year. On a
constant currency basis, international site leasing segment operating profit
increased $5.9 million. These changes were primarily due to additional profit
generated by (1) towers acquired and built since July 1, 2020 and organic site
leasing growth as noted above, (2) continued control of our site leasing cost of
revenue, and (3) the positive impact of our ground lease purchase program.

Site development segment operating profit increased $5.1 million for the three
months ended September 30, 2021, as compared to the prior year, as a result of
increased carrier activity driven primarily by T-Mobile and DISH.

Selling, General, and Administrative Expenses:


                               For the three months ended                                             Constant
                                      September 30,               Foreign            Constant         Currency
                                    2021           2020       Currency Impact     Currency Change     % Change

                                                         (in thousands)
Domestic site leasing          $        27,983   $  25,466   $               -   $           2,517         9.9%
International site leasing               9,272       8,747                 197                 328         3.7%
Total site leasing             $        37,255   $  34,213   $             197   $           2,845         8.3%
Site development                         4,791       4,518                   -                 273         6.0%
Other                                    8,954       9,421                   -               (467)       (5.0%)
Total                          $        51,000   $  48,152   $             197   $           2,651         5.5%


Selling, general, and administrative expenses increased $2.8 million for the
three months ended September 30, 2021, as compared to the prior year. On a
constant currency basis, selling, general, and administrative expenses increased
$2.7 million. These changes were primarily as a result of an increase in
personnel and other support related costs.

Acquisition and New Business Initiatives Related Adjustments and Expenses:


                               For the three months ended                                            Constant
                                      September 30,               Foreign            Constant        Currency
                                    2021           2020       Currency Impact     Currency Change    % Change

                                                         (in thousands)
Domestic site leasing          $         2,911   $   2,458   $               -   $             453       18.4%
International site leasing               2,819       1,666               1,491               (338)     (20.3%)
Total                          $         5,730   $   4,124   $           1,491   $             115        2.8%



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Asset Impairment and Decommission Costs:


                               For the three months ended                                             Constant
                                      September 30,               Foreign            Constant         Currency
                                    2021           2020       Currency Impact     Currency Change     % Change

                                                         (in thousands)
Domestic site leasing          $         6,113   $   6,129   $               -   $            (16)       (0.3%)
International site leasing               3,747       2,377                (39)               1,409        59.3%
Total                          $         9,860   $   8,506   $            (39)   $           1,393        16.4%


Asset impairment and decommission costs increased $1.4 million for the three
months ended September 30, 2021, as compared to the prior year. This change was
primarily as a result of a $1.2 million increase in impairment charges resulting
from our regular analysis of whether the future cash flows from certain towers
are adequate to recover the carrying value of the investment in those towers and
a $0.2 million increase in costs related to sites decommissioned in the third
quarter of 2021 compared to the prior year period.

Depreciation, Accretion, and Amortization Expense:

                               For the three months ended                                       Constant
                                      September 30,               Foreign         Constant      Currency
                                                                                  Currency
                                    2021           2020       Currency Impact      Change       % Change

                                                      (in thousands)
Domestic site leasing          $       123,705   $ 135,350   $               -   $  (11,645)       (8.6%)
International site leasing              45,035      42,851               1,189           995         2.3%
Total site leasing             $       168,740   $ 178,201   $           1,189   $  (10,650)       (6.0%)
Site development                           565         578                   -          (13)       (2.2%)
Other                                    1,611       1,523                   -            88         5.8%
Total                          $       170,916   $ 180,302   $           1,189   $  (10,575)       (5.9%)


Depreciation, accretion, and amortization expense decreased $9.4 million for the
three months ended September 30, 2021, as compared to the prior year. On a
constant currency basis, depreciation, accretion, and amortization expense
decreased $10.6 million. These changes were primarily due to the impact of
assets that became fully depreciated since the prior year period, partially
offset by an increase in the number of towers we acquired and built since July
1, 2020.

Operating Income (Expense):

                                For the three months ended                                             Constant
                                      September 30,                Foreign            Constant         Currency
                                    2021            2020       Currency Impact     Currency Change     % Change

                                                          (in thousands)
Domestic site leasing          $       200,786   $  157,330   $               -   $          43,456        27.6%
International site leasing              14,455       11,669               (716)               3,502        30.0%
Total site leasing             $       215,241   $  168,999   $           (716)   $          46,958        27.8%
Site development                         7,100        2,282                   -               4,818       211.1%
Other                                 (10,565)     (10,944)                   -                 379       (3.5%)
Total                          $       211,776   $  160,337   $           (716)   $          52,155        32.5%


Domestic site leasing operating income increased $43.5 million for the three
months ended September 30, 2021, as compared to the prior year, primarily due to
higher segment operating profit and a decrease in depreciation, accretion, and
amortization expense, partially offset by increases in selling, general, and
administrative expenses and acquisition and new business initiatives related
adjustments and expenses.

International site leasing operating income increased $2.8 million for the three
months ended September 30, 2021, as compared to the prior year. On a constant
currency basis, international site leasing operating income increased $3.5
million. This change was primarily due to higher segment operating profit,
partially offset by increases in asset impairment and decommission costs and
depreciation, accretion, and amortization expense.

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Site development operating income increased $4.8 million for the three months
ended September 30, 2021, as compared to the prior year, primarily due to higher
segment operating profit driven by more activity from T-Mobile and DISH.

Other Income (Expense):

                                   For the three months ended                                    Constant
                                         September 30,                Foreign      Constant      Currency
                                                                     Currency      Currency
                                    2021                 2020         Impact        Change       % Change

                                                       (in thousands)
Interest income                $           945        $       756   $        30   $       159        21.0%
Interest expense                      (89,199)           (89,791)             7           585       (0.7%)
Non-cash interest expense             (11,820)            (8,323)             -       (3,497)        42.0%
Amortization of deferred
financing fees                         (4,934)            (4,883)             -          (51)         1.0%
Loss from extinguishment of
debt, net                                    -            (2,599)             -         2,599     (100.0%)
Other expense, net                    (69,804)           (42,262)      (29,319)         1,777      (50.0%)
Total                          $     (174,812)        $ (147,102)   $  (29,282)   $     1,572       (1.5%)

Non-cash interest expense increased $3.5 million for the three months ended September 30, 2021, as compared to the prior year primarily related to amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges.

Loss from extinguishment of debt was $2.6 million for the three months ended September 30, 2020 representing the write-off of unamortized financing fees related to the repayment of the 2015-1C Tower Securities and 2016-1C Tower Securities.


Other expense, net includes a $67.6 million loss on the remeasurement of U.S.
dollar denominated intercompany loans with foreign subsidiaries for the three
months ended September 30, 2021, while the prior year period included a $38.6
million loss.

Benefit for Income Taxes:

                               For the three months ended                                       Constant
                                      September 30,               Foreign         Constant      Currency
                                                                                  Currency
                                    2021           2020       Currency Impact      Change       % Change

                                                      (in thousands)

Benefit for income taxes $ 10,834 $ 9,441 $ 9,377 $ (7,984) 210.3%



Benefit for income taxes increased $1.4 million for the three months ended
September 30, 2021, as compared to the prior year. On a constant currency basis,
benefit for income taxes decreased $8.0 million primarily due to an increase in
deferred foreign taxes and deferred state taxes.

Net Income:

                               For the three months ended                                       Constant
                                      September 30,            Foreign         Constant         Currency
                                                              Currency
                                    2021           2020        Impact       Currency Change     % Change

                                                      (in thousands)
Net income                     $        47,798   $  22,676   $  (20,621)   $          45,743         95.8%


Net income increased $25.1 million for the three months ended September 30,
2021, as compared to the prior year. On a constant currency basis, net income
increased $45.7 million. These changes were primarily due to an increase in
operating income and a decrease in the loss on extinguishment of debt. This was
partially offset by a decrease in benefit for income taxes and an increase in
non-cash interest expense.


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Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020

Revenues and Segment Operating Profit:

                                   For the nine months ended                                    Constant
                                         September 30,               Foreign      Constant      Currency
                                                                    Currency      Currency
                                    2021                2020         Impact        Change       % Change

Revenues                                              (in thousands)

Domestic site leasing $ 1,249,291 $ 1,165,322 $

  -   $    83,969          7.2%
International site leasing             315,523           296,201       (5,913)        25,235          8.5%
Site development                       148,882            85,708             -        63,174         73.7%
Total                          $     1,713,696       $ 1,547,231   $   (5,913)   $   172,378         11.1%
Cost of Revenues
Domestic site leasing          $       194,455       $   192,226   $         -   $     2,229          1.2%
International site leasing              95,055            87,894       (2,066)         9,227         10.5%
Site development                       116,172            68,417             -        47,755         69.8%
Total                          $       405,682       $   348,537   $   (2,066)   $    59,211         17.0%
Operating Profit
Domestic site leasing          $     1,054,836       $   973,096   $         -   $    81,740          8.4%
International site leasing             220,468           208,307       (3,847)        16,008          7.7%
Site development                        32,710            17,291             -        15,419         89.2%


Revenues

Domestic site leasing revenues increased $84.0 million for the nine months ended
September 30, 2021, as compared to the prior year, primarily due to (1) revenues
from 929 towers acquired (including wireless tenant licenses on 710 utility
transmission structures from the PG&E transaction) and 16 towers built since
January 1, 2020 and (2) organic site leasing growth, primarily from monetary
lease amendments for additional equipment added to our towers as well as new
leases and contractual rent escalators, partially offset by lease non-renewals.

International site leasing revenues increased $19.3 million for the nine months
ended September 30, 2021, as compared to the prior year. On a constant currency
basis, international site leasing revenues increased $25.2 million. These
changes were primarily due to (1) revenues from 236 towers acquired and 540
towers built since January 1, 2020 and (2) organic site leasing growth from new
leases, amendments, and contractual escalators, partially offset by lease
non-renewals. Site leasing revenue in Brazil represented 11.2% of total site
leasing revenue for the period. No other individual international market
represented more than 4% of our total site leasing revenue.

Site development revenues increased $63.2 million for the nine months ended September 30, 2021, as compared to prior year, as a result of increased carrier activity driven primarily by T-Mobile and DISH.

Operating Profit


Domestic site leasing segment operating profit increased $81.7 million for the
nine months ended September 30, 2021, as compared to the prior year, primarily
due to additional profit generated by (1) towers acquired and built since
January 1, 2020 and organic site leasing growth as noted above, (2) continued
control of our site leasing cost of revenue, and (3) the positive impact of our
ground lease purchase program.

International site leasing segment operating profit increased $12.2 million for
the nine months ended September 30, 2021, as compared to the prior year. On a
constant currency basis, international site leasing segment operating profit
increased $16.0 million. These changes were primarily due to additional profit
generated by (1) towers acquired and built since January 1, 2020 and organic
site leasing growth as noted above, (2) continued control of our site leasing
cost of revenue, and (3) the positive impact of our ground lease purchase
program.

Site development segment operating profit increased $15.4 million for the nine
months ended September 30, 2021, as compared to the prior year, as a result of
increased carrier activity driven primarily by T-Mobile and DISH.


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Selling, General, and Administrative Expenses:


                               For the nine months ended                                              Constant
                                     September 30,               Foreign            Constant          Currency
                                    2021          2020       Currency Impact     Currency Change      % Change

                                                         (in thousands)
Domestic site leasing          $       85,240   $  78,021   $               -   $           7,219           9.3%
International site leasing             26,553      25,713                 288                 552           2.1%
Total site leasing             $      111,793   $ 103,734   $             288   $           7,771           7.5%
Site development                       14,574      13,468                   -               1,106           8.2%
Other                                  30,179      29,654                   -                 525           1.8%
Total                          $      156,546   $ 146,856   $             288   $           9,402           6.4%


Selling, general, and administrative expenses increased $9.7 million for the
nine months ended September 30, 2021, as compared to the prior year. This change
was primarily as a result of an increase in personnel and other support related
costs.

Acquisition and New Business Initiatives Related Adjustments and Expenses:


                               For the nine months ended                                             Constant
                                     September 30,               Foreign            Constant         Currency
                                    2021          2020       Currency Impact     Currency Change     % Change

                                                         (in thousands)
Domestic site leasing          $       10,839   $   8,059   $               -   $           2,780        34.5%
International site leasing              6,686       4,498               2,302               (114)       (2.5%)
Total                          $       17,525   $  12,557   $           2,302   $           2,666        21.2%


Acquisition and new business initiatives related adjustments and expenses
increased $5.0 million for the nine months ended September 30, 2021, as compared
to the prior year. On a constant currency basis, acquisition and new business
initiatives related adjustments and expenses increased $2.7 million. These
changes were primarily as a result of an increase in third party acquisition and
integration costs as well as incremental costs incurred in support of new
business initiatives as compared to the prior year.

Asset Impairment and Decommission Costs:

                               For the nine months ended                                      Constant
                                     September 30,               Foreign         Constant     Currency
                                                                                 Currency
                                    2021          2020       Currency Impact      Change      % Change

                                                      (in thousands)
Domestic site leasing          $       12,674   $  22,297   $               -   $   (9,623)     (43.2%)
International site leasing              5,740       6,806                (18)       (1,048)     (15.4%)
Total site leasing             $       18,414   $  29,103   $            (18)   $  (10,671)     (36.7%)
Other                                     146           -                   -           146          -%
Total                          $       18,560   $  29,103   $            (18)   $  (10,525)     (36.2%)


Asset impairment and decommission costs decreased $10.5 million for the nine
months ended September 30, 2021, as compared to the prior year. This change was
primarily as a result of a $9.9 million decrease in impairment charges resulting
from our regular analysis of whether the future cash flows from certain towers
are adequate to recover the carrying value of the investment in those towers and
a $0.7 million decrease related to sites decommissioned in the nine months ended
September 30, 2021 compared to the prior year period.


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Depreciation, Accretion, and Amortization Expenses:

                               For the nine months ended                                 Constant
                                     September 30,            Foreign      Constant      Currency
                                                             Currency      Currency
                                    2021          2020        Impact        Change       % Change

                                                   (in thousands)
Domestic site leasing          $      390,730   $ 403,725   $         -   $  (12,995)       (3.2%)
International site leasing            132,900     131,474       (2,792)         4,218         3.2%
Total site leasing             $      523,630   $ 535,199   $   (2,792)   $   (8,777)       (1.6%)
Site development                        1,727       1,791             -          (64)       (3.6%)
Other                                   4,909       4,597             -           312         6.8%
Total                          $      530,266   $ 541,587   $   (2,792)   $   (8,529)       (1.6%)


Depreciation, accretion, and amortization expense decreased $11.3 million for
the nine months ended September 30, 2021, as compared to the prior year. On a
constant currency basis, depreciation, accretion, and amortization expense
decreased $8.5 million. This change was primarily due to the impact of assets
that became fully depreciated since the prior year period, partially offset by
an increase in the number of towers we acquired and built since January 1, 2020.

Operating Income (Expense):

                                For the nine months ended                                  Constant
                                      September 30,             Foreign      Constant      Currency
                                                               Currency      Currency
                                    2021            2020        Impact        Change       % Change

                                                    (in thousands)
Domestic site leasing          $       555,353   $  460,994   $         -   $    94,359        20.5%
International site leasing              48,589       39,816       (3,627)        12,400        31.1%
Total site leasing             $       603,942   $  500,810   $   (3,627)   $   106,759        21.3%
Site development                        16,409        2,032             -        14,377       707.5%
Other                                 (35,234)     (34,251)             -         (983)         2.9%
Total                          $       585,117   $  468,591   $   (3,627)   $   120,153        25.6%


Domestic site leasing operating income increased $94.4 million for the nine
months ended September 30, 2021, as compared to the prior year, primarily due to
higher segment operating profit and decreases in depreciation, accretion, and
amortization expense and asset impairment and decommission costs, partially
offset by increases in selling, general, and administrative expenses and
acquisition and new business initiatives related adjustments and expenses.

International site leasing operating income increased $8.8 million for the nine
months ended September 30, 2021, as compared to the prior year. On a constant
currency basis, international site leasing operating income increased $12.4
million. These changes were primarily due to higher segment operating profit and
a decrease in asset impairment and decommission costs, partially offset by an
increase in depreciation, accretion, and amortization expense.

Site development operating income increased $14.4 million for the nine months
ended September 30, 2021, as compared to the prior year, primarily due to higher
segment operating profit driven by more activity from T-Mobile and DISH,
partially offset by an increase in selling, general, and administrative
expenses.

Other Income (Expense):

                                   For the nine months ended                                     Constant
                                         September 30,               Foreign      Constant       Currency
                                                                    Currency      Currency
                                    2021                2020         Impact        Change        % Change

                                                      (in thousands)
Interest income                $         2,124       $     2,340   $      (60)   $     (156)         (6.7%)
Interest expense                     (269,839)         (281,329)            15        11,475         (4.1%)
Non-cash interest expense             (35,436)          (13,066)           (1)      (22,369)         171.2%
Amortization of deferred
financing fees                        (14,690)          (15,211)             -           521         (3.4%)
Loss from extinguishment of
debt, net                             (13,672)          (19,463)             -         5,791        (29.8%)
Other expense, net                    (49,390)         (300,144)       257,355       (6,601)     (5,893.8%)
Total                          $     (380,903)       $ (626,873)   $   257,309   $  (11,339)           3.5%


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Interest expense decreased $11.5 million for the nine months ended September 30,
2021, as compared to the prior year primarily due to a lower weighted average
interest rate due in part to the interest rate swap entered into during third
quarter of 2020, partially offset by a higher average principal amount of cash
interest bearing debt outstanding.

Non-cash interest expense increased $22.4 million for the nine months ended September 30, 2021, as compared to the prior year primarily related to amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges.


Loss from extinguishment of debt was $13.7 million for the nine months ended
September 30, 2021 representing the payment of a $7.5 million call premium and
the write-off of $4.2 million of the unamortized financing fees related to the
redemption of the 2017 Senior Notes in February 2021, as well as the write-off
of $2.0 million of unamortized financing fees related to the repayment of the
2017-1C in May 2021. Loss from extinguishment of debt was $19.5 million for the
nine months ended September 30, 2020 representing the payment of a $9.1 million
call premium and the write-off of $7.7 million of the original issuance discount
and unamortized financing fees related to the redemption of the 2014 Senior
Notes in February 2020, as well as the write-off of $2.6 million of unamortized
financing fees related to the repayment of the 2015-1C Tower Securities and
2016-1C Tower Securities in July 2020.

Other expense, net includes a $42.6 million loss on the remeasurement of U.S.
dollar denominated intercompany loans with foreign subsidiaries for the nine
months ended September 30, 2021, while the prior year period included a $299.9
million loss.

(Provision) Benefit for Income Taxes:

                                For the nine months ended                                  Constant
                                      September 30,             Foreign      Constant      Currency
                                                               Currency      Currency
                                     2021           2020        Impact        Change       % Change

                                                    (in thousands)
(Provision) benefit for
income taxes                   $       (15,494)   $  76,143   $  (85,492)   $   (6,145)         24.4%


Provision for income taxes increased $91.6 million for the nine months ended
September 30, 2021, as compared to the prior year. On a constant currency basis,
provision for income taxes increased $6.1 million. This change was primarily due
to increases in deferred foreign taxes as well as current and deferred state
taxes.

Net Income (Loss):

                                For the nine months ended                                 Constant
                                      September 30,            Foreign      Constant      Currency
                                                              Currency      Currency
                                    2021           2020        Impact        Change       % Change

                                                   (in thousands)
Net income (loss)              $      188,720   $ (82,139)   $   168,190   $   102,669         88.3%


Net income was $188.7 million for the nine months ended September 30, 2021, as
compared to net loss of $82.1 million in the prior year period. This change was
primarily due to fluctuations in foreign currency exchange rates including
changes recorded on the remeasurement of the U.S. dollar denominated
intercompany loans with foreign subsidiaries, an increase in operating income,
and decreases in cash interest expense related to the interest rate swaps and
loss from extinguishment of debt. This was partially offset by increases in
non-cash interest expense and provision for income taxes.

NON-GAAP FINANCIAL MEASURES


This report contains information regarding Adjusted EBITDA, a non-GAAP measure.
We have provided below a description of Adjusted EBITDA, a reconciliation of
Adjusted EBITDA to its most directly comparable GAAP measure and an explanation
as to why management utilizes this measure. This report also presents our
financial results and other financial metrics after eliminating the impact of
changes in foreign currency exchange rates. We believe that providing these
financial results and metrics on a constant currency basis, which are non-GAAP
measures, gives management and investors the ability to evaluate the performance
of our business without the impact of foreign currency exchange rate
fluctuations. We eliminate the impact of changes in foreign currency exchange
rates by dividing the current period's financial results by the average monthly
exchange rates of the prior year period, as well as by eliminating the impact of
the remeasurement of our intercompany loans.

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Adjusted EBITDA


We define Adjusted EBITDA as net income excluding the impact of non-cash
straight-line leasing revenue, non-cash straight-line ground lease expense,
non-cash compensation, net loss from extinguishment of debt, other income and
expenses, acquisition and new business initiatives related adjustments and
expenses, asset impairment and decommission costs, interest income, interest
expenses, depreciation, accretion, and amortization, and income taxes.

We believe that Adjusted EBITDA is useful to investors or other interested
parties in evaluating our financial performance. Adjusted EBITDA is the primary
measure used by management (1) to evaluate the economic productivity of our
operations and (2) for purposes of making decisions about allocating resources
to, and assessing the performance of, our operations. Management believes that
Adjusted EBITDA helps investors or other interested parties to meaningfully
evaluate and compare the results of our operations (1) from period to period and
(2) to our competitors, by excluding the impact of our capital structure
(primarily interest charges from our outstanding debt) and asset base (primarily
depreciation, amortization and accretion) from our financial results. Management
also believes Adjusted EBITDA is frequently used by investors or other
interested parties in the evaluation of REITs. In addition, Adjusted EBITDA is
similar to the measure of current financial performance generally used by our
lenders to determine compliance with certain covenants under our Senior Credit
Agreement and the indentures relating to the 2016 Senior Notes, 2020 Senior
Notes, and 2021 Senior Notes. Adjusted EBITDA should be considered only as a
supplement to net income computed in accordance with GAAP as a measure of our
performance.

                                For the three months ended                                 Constant
                                      September 30,             Foreign      Constant      Currency
                                                               Currency      Currency
                                     2021           2020        Impact        Change       % Change

                                                    (in thousands)
Net income                     $         47,798   $  22,676   $  (20,621)   $    45,743        95.8%
Non-cash straight-line
leasing revenue                        (10,392)       (635)            27       (9,784)     1,540.8%
Non-cash straight-line
ground lease expense                      1,734       3,375            21       (1,662)      (49.2%)
Non-cash compensation                    17,111      17,057            55           (1)       (0.0%)
Loss from extinguishment of
debt, net                                     -       2,599             -       (2,599)     (100.0%)
Other expense, net                       69,804      42,262        29,319       (1,777)      (50.0%)
Acquisition and new business
initiatives
related adjustments and
expenses                                  5,730       4,124         1,491           115         2.8%
Asset impairment and
decommission costs                        9,860       8,506          (39)         1,393        16.4%
Interest income                           (945)       (756)          (30)         (159)        21.0%
Total interest expense (1)              105,953     102,997           (7)         2,963         2.9%
Depreciation, accretion, and
amortization                            170,916     180,302         1,189      (10,575)       (5.9%)
Benefit for income taxes (2)           (10,605)     (9,206)       (9,378)         7,979       197.9%
Adjusted EBITDA                $        406,964   $ 373,301   $     2,027   $    31,636         8.5%



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                                   For the nine months ended                                          Constant
                                         September 30,                  Foreign         Constant      Currency
                                                                                        Currency
                                    2021                2020        Currency Impact      Change       % Change

                                                         (in thousands)
Net income (loss)              $       188,720       $  (82,139)   $         168,190   $   102,669        88.3%
Non-cash straight-line
leasing revenue                       (20,483)           (3,323)                (71)      (17,089)       514.3%
Non-cash straight-line
ground lease expense                     6,383            10,902                  68       (4,587)      (42.1%)
Non-cash compensation                   59,175            51,915                 166         7,094        13.7%
Loss from extinguishment of
debt, net                               13,672            19,463                   -       (5,791)      (29.8%)
Other expense, net                      49,390           300,144           (257,355)         6,601     5,893.8%
Acquisition and new business
initiatives
related adjustments and
expenses                                17,525            12,557               2,302         2,666        21.2%
Asset impairment and
decommission costs                      18,560            29,103                (18)      (10,525)      (36.2%)
Interest income                        (2,124)           (2,340)                  60           156       (6.7%)
Total interest expense (1)             319,965           309,606                (14)        10,373         3.4%
Depreciation, accretion, and
amortization                           530,266           541,587             (2,792)       (8,529)       (1.6%)
Provision (benefit) for
income taxes (2)                        16,178          (75,461)              85,491         6,148        23.7%
Adjusted EBITDA                $     1,197,227       $ 1,112,014   $         (3,973)   $    89,186         8.0%

(1)Total interest expense includes interest expense, non-cash interest expense, and amortization of deferred financing fees.


(2)Provision (benefit) for taxes includes $229 and $235 of franchise taxes for
the three months ended September 30, 2021 and 2020, respectively, and $684 and
$682 of franchise taxes for the nine months ended September 30, 2021 and 2020,
respectively, reflected in selling, general, and administrative expenses on the
Consolidated Statements of Operations.

Adjusted EBITDA increased $33.7 million for the three months ended September 30,
2021, as compared to the prior year period. On a constant currency basis,
Adjusted EBITDA increased $31.6 million. These changes were primarily due to an
increase in segment operating profit, partially offset by an increase in cash
selling, general, and administrative expenses.

Adjusted EBITDA increased $85.2 million for the nine months ended September 30,
2021, as compared to the prior year period. On a constant currency basis,
Adjusted EBITDA increased $89.2 million. These changes were primarily due to an
increase in segment operating profit, partially offset by an increase in cash
selling, general, and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES


SBA Communications Corporation ("SBAC") is a holding company with no business
operations of its own. SBAC's only significant asset is 100% of the outstanding
capital stock of SBA Telecommunications, LLC ("Telecommunications"), which is
also a holding company that owns equity interests in entities that directly or
indirectly own all of our domestic and international towers and assets. We
conduct all of our business operations through Telecommunications' subsidiaries.
Accordingly, our only source of cash to pay our obligations, other than
financings, is distributions with respect to our ownership interest in our
subsidiaries from the net earnings and cash flow generated by these
subsidiaries.

A summary of our cash flows is as follows:

                                                            For the nine months ended
                                                                  September 30,
                                                               2021            2020

                                                                 (in thousands)
Cash provided by operating activities                     $      891,330   $    882,908
Cash used in investing activities                            (1,277,822)    

(353,378)

Cash provided by (used in) financing activities                  308,612    

(314,250)

Change in cash, cash equivalents, and restricted cash           (77,880)    

215,280

Effect of exchange rate changes on cash, cash equiv., and restricted cash

                                             (10,529)    

(20,427)

Cash, cash equivalents, and restricted cash, beginning of period

                                                        342,808    

141,120

Cash, cash equivalents, and restricted cash, end of
period                                                    $      254,399   $    335,973


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Operating Activities


Cash provided by operating activities was $891.3 million for the nine months
ended September 30, 2021 as compared to $882.9 million for the nine months ended
September 30, 2020. The increase was primarily due to an increase in segment
operating profit, partially offset by an increase in cash outflows associated
with working capital changes.

Investing Activities

A detail of our cash capital expenditures is as follows:

                                                            For the nine months ended
                                                                  September 30,
                                                               2021            2020

                                                                 (in thousands)

Acquisitions of towers and related intangible assets $ (217,140) $ (121,319) Acquisition of right-of-use assets (1)

                         (948,392)    

-

Land buyouts and other assets (2)                               (22,222)    

(78,580)

Construction and related costs on new builds                    (39,182)    

(40,126)

Augmentation and tower upgrades                                 (22,886)       (29,712)
Tower maintenance                                               (25,243)       (22,162)
General corporate                                                (3,096)        (3,371)
Other investing activities                                           339       (58,108)
Net cash used in investing activities                     $  (1,277,822)   

$ (353,378)



(1)During the nine months ended September 30, 2021, we acquired the exclusive
right to lease and operate 710 utility transmission structures, which included
existing wireless tenant licenses from PG&E. The difference between the agreed
upon purchase price of $969.9 million and the cash acquisition amount is due to
working capital adjustments.

(2)Excludes $11.3 million and $5.9 million spent to extend ground lease terms
for the nine months ended September 30, 2021 and 2020, respectively. The nine
months ended September 30, 2020 includes amounts paid related to the acquisition
of data centers.

Subsequent to September 30, 2021, we purchased or are under contract to purchase
approximately 1,700 communication sites for an aggregate consideration of
approximately $231.0 million in cash, including approximately 1,400 sites for
approximately $175.0 million in cash relating to the previously announced deal
to acquire towers from Airtel Tanzania.

For 2021, we expect to incur non-discretionary cash capital expenditures
associated with tower maintenance and general corporate expenditures of $36.0
million to $42.0 million and discretionary cash capital expenditures, based on
current or potential acquisition obligations, planned new tower construction,
forecasted tower augmentations, and forecasted ground lease purchases, of
$1,425.0 million to $1,435.0 million. We expect to fund these cash capital
expenditures from cash on hand, cash flow from operations, and borrowings under
the Revolving Credit Facility or new financings. The exact amount of our future
cash capital expenditures will depend on a number of factors, including amounts
necessary to support our tower portfolio, our new tower build and acquisition
programs, and our ground lease purchase program.

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Financing Activities

A detail of our financing activities is as follows:

                                                            For the nine months ended
                                                                  September 30,
                                                              2021            2020

                                                                 (in thousands)

Net repayments under Revolving Credit Facility (1) $ (380,000) $

(490,000)

Proceeds from issuance of Senior Notes, net of fees (1) 1,485,512

1,479,522

Repayment of Senior Notes (1)                                 (757,500)     

(759,143)

Proceeds from issuance of Tower Securities, net of fees (1)

                                                           1,152,437     

1,336,003

Repayment of Tower Securities (1)                             (760,000)     

(1,200,000)

Repurchase and retirement of common stock (2)                 (284,343)     

(378,988)

Payment of dividends on common stock                          (190,456)     

(156,199)

Proceeds from employee stock purchase/stock option plans, net of taxes

                                              64,127     

50,283

Termination of interest rate swap                                     -     

(176,200)

Other financing activities                                     (21,165)     

(19,528)

Net cash provided by (used in) financing activities $ 308,612 $

(314,250)

(1)For additional information regarding our debt instruments and financings, refer to "Debt Instruments and Debt Service Requirements" below.


(2)On October 28, 2021, our Board of Directors authorized a new $1.0 billion
stock repurchase plan, replacing the prior plan authorized on November 2, 2020.
For additional information, refer to Item 2. Issuer Purchases of Equity
Securities.

Dividends


For the nine months ended September 30, 2021, we paid the following cash
dividends:

                    Payable to Shareholders
                    of Record at the Close    Cash Paid   Aggregate Amount
  Date Declared         of Business on        Per Share         Paid             Date Paid

February 19, 2021       March 10, 2021          $0.58      $63.4 million       March 26, 2021
 April 26, 2021          May 20, 2021           $0.58      $63.4 million       June 15, 2021
 August 1, 2021         August 26, 2021         $0.58      $63.6 million     September 23, 2021


Dividends paid in 2021 and 2020 were ordinary dividends.

Subsequent to September 30, 2021, we declared the following cash dividends:

                  Payable to Shareholders   Cash to
                  of Record at the Close    be Paid
 Date Declared        of Business on       Per Share   Date to be Paid

November 1, 2021     November 18, 2021       $0.58    December 16, 2021


The amount of future distributions will be determined, from time to time, by our
Board of Directors to balance our goal of increasing long-term shareholder value
and retaining sufficient cash to implement our current capital allocation
policy, which prioritizes investment in quality assets that meet our return
criteria, and then stock repurchases when we believe our stock price is below
its intrinsic value. The actual amount, timing, and frequency of future
dividends will be at the sole discretion of our Board of Directors and will be
declared based upon various factors, many of which are beyond our control.

Registration Statements


We have on file with the Securities and Exchange Commission (the "Commission") a
shelf registration statement on Form S-4 registering shares of Class A common
stock that we may issue in connection with the acquisition of wireless
communication towers or antenna sites and related assets or companies who own
wireless communication towers, antenna sites, or related assets. During the

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nine months ended September 30, 2021, we did not issue any shares of Class A
common stock under this registration statement. As of September 30, 2021, we had
approximately 1.2 million shares of Class A common stock remaining under this
registration statement.

On February 26, 2021, we filed with the Commission an automatic shelf
registration statement for well-known seasoned issuers on Form S-3, which
enables us to issue shares of our Class A common stock, preferred stock, debt
securities, warrants, or depositary shares as well as units that include any of
these securities. We will file a prospectus supplement containing the amount and
type of securities each time we issue securities under our automatic shelf
registration statement on Form S-3. No securities were issued under this
registration statement through the date of this filing.

Debt Instruments and Debt Service Requirements

Revolving Credit Facility under the Senior Credit Agreement


On July 7, 2021, we, through our wholly owned subsidiary, SBA Senior Finance II
LLC, amended our Revolving Credit Facility to (1) increase the total commitments
under the Facility from $1.25 billion to $1.5 billion, (2) extend the maturity
date of the Facility to July 7, 2026, (3) lower the applicable interest rate
margins and commitment fees under the Facility, (4) provide mechanics relating
to a transition away from LIBOR as a benchmark interest rate and the replacement
of LIBOR by an alternative benchmark rate, (5) incorporate sustainability-linked
targets which will adjust the Facility's applicable interest and commitment fee
rates upward or downward based on how we perform against those targets, and (6)
amend certain other terms and conditions under the Senior Credit Agreement. As
amended, the Revolving Credit Facility consists of a revolving loan under which
up to $1.5 billion aggregate principal amount may be borrowed, repaid and
redrawn, based upon specific financial ratios and subject to the satisfaction of
other customary conditions to borrowing. Amounts borrowed under the Revolving
Credit Facility accrue interest, at SBA Senior Finance II's election, at either
(1) the Eurodollar Rate plus a margin that ranges from 112.5 basis points to
150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5
basis points to 50.0 basis points, in each case based on the ratio of
Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance
with the Senior Credit Agreement. In addition, SBA Senior Finance II is required
to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of
unused commitment. Borrowings under the Revolving Credit Facility may be used
for general corporate purposes. SBA Senior Finance II may, from time to time,
borrow from and repay the Revolving Credit Facility. Consequently, the amount
outstanding under the Revolving Credit Facility at the end of the period may not
be reflective of the total amounts outstanding during such period.

During the three months ended September 30, 2021, we repaid $85.0 million of the
outstanding balance under the Revolving Credit Facility. During the nine months
ended September 30, 2021, we borrowed $810.0 million and repaid $1.2 billion of
the outstanding balance under the Revolving Credit Facility. As of September 30,
2021, there was no balance outstanding under the Revolving Credit Facility. In
addition, SBA Senior Finance II was required to pay a commitment fee of 0.25%
per annum on the amount of the unused commitment. As of September 30, 2021, SBA
Senior Finance II was in compliance with the financial covenants contained in
the Senior Credit Agreement.

Subsequent to September 30, 2021, we borrowed $825.0 million and repaid $755.0
million of the outstanding balance under the Revolving Credit Facility. As of
the date of this filing, $70.0 million was outstanding under the Revolving
Credit Facility.

Term Loan under the Senior Credit Agreement

2018 Term Loan


On April 11, 2018, we, through our wholly owned subsidiary, SBA Senior Finance
II LLC, obtained a term loan (the "2018 Term Loan") under the amended and
restated Senior Credit Agreement. The 2018 Term Loan consists of a senior
secured term loan with an initial aggregate principal amount of $2.4 billion
that matures on April 11, 2025. The 2018 Term Loan accrues interest, at SBA
Senior Finance II's election at either the Base Rate plus 75 basis points (with
a zero Base Rate floor) or the Eurodollar Rate plus 175 basis points (with a
zero Eurodollar Rate floor). The 2018 Term Loan was issued at 99.75% of par
value. As of September 30, 2021, the 2018 Term Loan was accruing interest at
1.840% per annum. Principal payments on the 2018 Term Loan are being made in
quarterly installments on the last day of each March, June, September, and
December in an amount equal to $6.0 million.

During the three and nine months ended September 30, 2021, we repaid an aggregate of $6.0 million and $18.0 million of principal on the 2018 Term Loan, respectively. As of September 30, 2021, the 2018 Term Loan had a principal balance of $2.3 billion.


On August 4, 2020, we, through our wholly owned subsidiary, SBA Senior Finance
II, entered into an interest rate swap for $1.95 billion of notional value
accruing interest at one month LIBOR plus 175 basis points for a fixed rate of
1.874% per annum through the maturity date of the 2018 Term Loan.

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Secured Tower Revenue Securities

2021-1C Tower Securities


On May 14, 2021, we, through a New York common law trust (the "Trust"), issued
$1.165 billion of Secured Tower Revenue Securities Series 2021-1C, which have an
anticipated repayment date of November 9, 2026 and a final maturity date of May
9, 2051 (the "2021-1C Tower Securities"). The fixed interest rate on the 2021-1C
Tower Securities is 1.631% per annum, payable monthly. Net proceeds from this
offering were used to repay the entire aggregate principal amount of the 2017-1C
Tower Securities ($760.0 million) and the Secured Tower Revenue Securities,
Series 2017-1R ($40.0 million) and for general corporate purposes. We have
incurred deferred financing fees of $12.6 million in relation to this
transaction, which are being amortized through the anticipated repayment date of
the 2021-1C Tower Securities.

2013-2C Tower Securities


On October 14, 2021, we repaid the entire aggregate principal amount of the
2013-2C Tower Securities ($575.0 million) which had an anticipated repayment
date of April 11, 2023. Additionally, we expensed $2.0 million of deferred
financing fees and accrued interest related to the repayment of the 2013-2C
Tower Securities, which are reflected in loss from extinguishment of debt on the
Consolidated Statement of Operations.

2021-2C Tower Securities and 2021-3C Tower Securities


On October 27, 2021, we, through the Trust, issued $895.0 million of 1.840%
Secured Tower Revenue Securities Series 2021-2C which have an anticipated
repayment date of April 9, 2027 and a final maturity date of October 10, 2051
(the "2021-2C Tower Securities") and $895.0 million of 2.593% Secured Tower
Revenue Securities Series 2021-3C which have an anticipated repayment date of
October 9, 2031 and a final maturity date of October 10, 2056 (the "2021-3C
Tower Securities"). The aggregate $1.79 billion of 2021-2C Tower Securities and
2021-3C Tower Securities have a blended interest rate of 2.217% and a weighted
average life through the anticipated repayment date of 7.8 years.

Net proceeds from this offering were used to repay amounts outstanding under the
Revolving Credit Facility and remaining proceeds will be used to redeem the
entire aggregate principal amount of the 2016 Senior Notes ($1.1 billion) and to
pay all premiums and costs associated with such redemption. We have incurred
deferred financing fees of $18.3 million in relation to this transaction, which
are being amortized through the anticipated repayment dates of the 2021-2C Tower
Securities and 2021-3C Tower Securities.

Tower Revenue Securities Terms


As of September 30, 2021, we, through the Trust, had issued and outstanding an
aggregate of $5.5 billion of Secured Tower Revenue Securities ("Tower
Securities"). The sole asset of the Trust consists of a non-recourse mortgage
loan made in favor of certain of our subsidiaries that are borrowers on the
mortgage loan (the "Borrowers") under which there is a loan tranche for each
Tower Security outstanding with the same interest rate and maturity date as the
corresponding Tower Security. The mortgage loan will be paid from the operating
cash flows from the aggregate 9,929 tower sites owned by the Borrowers as of
September 30, 2021. The mortgage loan is secured by (1) mortgages, deeds of
trust, and deeds to secure debt on a substantial portion of the tower sites, (2)
a security interest in the tower sites and substantially all of the Borrowers'
personal property and fixtures, (3) the Borrowers' rights under certain tenant
leases, and (4) all of the proceeds of the foregoing. For each calendar month,
SBA Network Management, Inc., an indirect subsidiary ("Network Management"), is
entitled to receive a management fee equal to 4.5% of the Borrowers' operating
revenues for the immediately preceding calendar month.


?

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The table below sets forth the material terms of our outstanding Tower Securities as of the date of this filing:

Anticipated Final

                                           Amount                           

Repayment Maturity

Security Issue Date Outstanding Interest Rate

   Date           Date
2013-2C Tower          Apr. 18, 2013          $575.0            3.722%      Apr. 11,        Apr. 9,
Securities (1)                               million                          2023           2048
2014-2C Tower          Oct. 15, 2014          $620.0            3.869%       Oct. 8,        Oct. 8,
Securities                                   million                          2024           2049
2018-1C Tower          Mar. 9, 2018           $640.0            3.448%       Mar. 9,        Mar. 9,
Securities                                   million                          2023           2048
2019-1C Tower          Sep. 13, 2019          $1.165            2.836%      Jan. 12,       Jan. 12,
Securities                                   billion                          2025           2050
2020-1C Tower          Jul. 14, 2020          $750.0            1.884%       Jan. 9,       Jul. 11,
Securities                                   million                          2026           2050
2020-2C Tower          Jul. 14, 2020          $600.0            2.328%      Jan. 11,        Jul. 9,
Securities                                   million                          2028           2052
2021-1C Tower          May 14, 2021           $1.165            1.631%       Nov. 9,        May 9,
Securities                                   billion                          2026           2051
2021-2C Tower          Oct. 27, 2021          $895.0            1.840%       Apr. 9,       Oct. 10,
Securities (2)                               million                          2027           2051
2021-3C Tower          Oct. 27, 2021          $895.0            2.593%       Oct. 9,       Oct. 10,
Securities (2)                               million                          2031           2056

(1)On October 14, 2021, we repaid the entire aggregate principal amount of the 2013-2C Tower Securities. For further discussion, refer to "Secured Tower Revenue Securities" above.


(2)On October 27, 2021, we issued the 2021-2C Tower Securities and the 2021-3C
Tower Securities. Net proceeds were used to repay amounts outstanding under the
Revolving Credit Facility and remaining proceeds will be used to redeem the
entire aggregate principal amount of the 2016 Senior Notes. For further
discussion, refer to "Secured Tower Revenue Securities" above and "Senior Notes"
below.

Risk Retention Tower Securities


In addition, to satisfy certain risk retention requirements of Regulation RR
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), SBA Guarantor, LLC, a wholly owned subsidiary, purchased (1) $33.7
million of Secured Tower Revenue Securities Series 2018-1R (the "2018-1R Tower
Securities") issued by the Trust with a fixed interest rate of 4.949% per annum,
payable monthly, and with the same anticipated repayment date and final maturity
date as the 2018-1C Tower Securities, (2) $61.4 million of Secured Tower Revenue
Securities Series 2019-1R (the "2019-1R Tower Securities") issued by the Trust
with a fixed interest rate of 4.213% per annum, payable monthly, and with the
same anticipated repayment date and final maturity date as the 2019-1C Tower
Securities, (3) $71.1 million of Secured Tower Revenue Securities Series 2020-2R
(the "2020-2R Tower Securities") issued by the Trust with a fixed interest rate
of 4.336% per annum, payable monthly, and with the same anticipated repayment
date and final maturity date as the 2020-2C Tower Securities, (4) $61.4 million
of Secured Tower Revenue Securities Series 2021-1R (the "2021-1R Tower
Securities") issued by the Trust with a fixed interest rate of 3.625% per annum,
payable monthly, and with the same anticipated repayment date and final maturity
date as the 2021-1C Tower Securities, and (5) $94.3 million of Secured Tower
Revenue Securities Series 2021-3R (the "2021-3R Tower Securities") issued by the
Trust with a fixed interest rate of 4.090% per annum, payable monthly, and with
the same anticipated repayment date and final maturity date as the 2021-3C Tower
Securities. Principal and interest payments made on the 2018-1R Tower
Securities, 2019-1R Tower Securities, 2020-2R Tower Securities, 2021-1R Tower
Securities, and 2021-3R Tower Securities eliminate in consolidation.

As of September 30, 2021, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

Senior Notes


On January 29, 2021, we issued $1.5 billion of unsecured senior notes due
February 1, 2029 at par value (the "2021 Senior Notes"). The 2021 Senior Notes
accrue interest at a rate of 3.125% per annum. Interest on the 2021 Senior Notes
is due semi-annually on February 1 and August 1 of each year, beginning on
August 1, 2021. We incurred financing fees of $14.5 million to date in relation
to this transaction, which are being amortized through the maturity date. Net
proceeds from this offering were used to redeem all of the outstanding principal
amount of the 2017 Senior Notes, repay the amounts outstanding under the
Revolving Credit Facility, and for general corporate purposes.

The 2021 Senior Notes are subject to redemption in whole or in part on or after
February 1, 2024 at the redemption prices set forth in the indenture agreement
plus accrued and unpaid interest. Prior to February 1, 2024, we may, at our
option, redeem up to 35% of the aggregate principal amount of the 2021 Senior
Notes originally issued at a redemption price of 103.125% of the principal
amount of the 2021 Senior Notes to be redeemed on the redemption date plus
accrued and unpaid interest with the net proceeds of certain equity offerings.
We may redeem the 2021 Senior Notes during the twelve-month period beginning on
the following dates at the following redemption prices: February 1, 2024 at
101.563%, February 1, 2025 at 100.781%, or February 1, 2026 until maturity at
100.000%, of the principal amount of the 2021 Senior Notes to be redeemed on the
redemption date plus accrued and unpaid interest.

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The table below sets forth the material terms of our outstanding senior notes as
of September 30, 2021:

                                               Interest                                   Optional
                                   Amount        Rate                     Interest Due   Redemption
 Senior Notes     Issue Date     Outstanding    Coupon    Maturity Date      Dates          Date
2016 Senior      Aug. 15, 2016          $1.1     4.875%   Sep. 1, 2024      Mar. 1 &      Sep. 1,
Notes (1)                            billion                                 Sep. 1         2019
2020 Senior      Feb. 4, 2020           $1.5     3.875%   Feb. 15, 2027    Feb. 15 &      Feb. 15,
Notes                                billion                                Aug. 15         2023
2021 Senior      Jan. 29, 2021          $1.5     3.125%   Feb. 1, 2029      Feb. 1 &      Feb. 1,
Notes                                billion                                 Aug. 1         2024


(1)Proceeds from the issuance of the 2021-2C Tower Securities and 2021-3C Tower
Securities will be used to redeem the entire aggregate principal amount of the
2016 Senior Notes.

The unsecured senior notes are subject to redemption in whole or in part at the
redemption prices set forth in the indenture agreement plus accrued and unpaid
interest. We may redeem each of the senior notes during the time periods and at
the redemption prices set forth in the indentures.

Debt Service


As of September 30, 2021, we believe that our cash on hand, capacity available
under our Revolving Credit Facility, and cash flows from operations for the next
twelve months will be sufficient to service our outstanding debt during the next
twelve months.

The following table illustrates our estimate of our debt service requirement
over the next twelve months based on the amounts outstanding as of September 30,
2021 and the interest rates accruing on those amounts on such date (in
thousands):

Revolving Credit Facility (1)                     $   3,750
2018 Term Loan (2)                                   67,386
2013-2C Tower Securities (3)                         21,585
2014-2C Tower Securities                             24,185
2018-1C Tower Securities                             22,270
2019-1C Tower Securities                             33,409
2020-1C Tower Securities                             14,368
2020-2C Tower Securities                             14,159
2021-1C Tower Securities                             19,371
2016 Senior Notes (4)                                53,625
2020 Senior Notes                                    58,125
2021 Senior Notes                                    46,875

Total debt service for the next 12 months (2)(4) $ 379,108





(1)As of September 30, 2021, no amount was outstanding under the Revolving
Credit Facility. Subsequent to September 30, 2021, we borrowed $825.0 million
and repaid $755.0 million of the outstanding balance under the Revolving Credit
Facility. As of the date of this filing, $70.0 million was outstanding under the
Revolving Credit Facility.

(2)Total debt service on the 2018 Term Loan includes the impact of the interest
rate swap entered into on August 4, 2020, which swapped $1.95 billion of
notional value accruing interest at one month LIBOR plus 175 basis points for a
fixed rate of 1.874% per annum through the maturity date of the 2018 Term Loan.

(3)On October 14, 2021, we repaid the entire aggregate principal amount of the 2013-2C Tower Securities ($575.0 million). For further discussion, refer to "Secured Tower Revenue Securities" above.


(4)Total debt service excludes interest payments on the $895.0 million 2021-2C
Tower Securities and the $895.0 million 2021-3C Tower Securities issued October
27, 2021, proceeds from which were used to repay amounts outstanding under the
Revolving Credit Facility and remaining proceeds will be used to redeem the
entire aggregate principal amount of the 2016 Senior Notes ($1.1 billion).

© Edgar Online, source Glimpses

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