SBA Communications : Issuance of 2021 Tower Securities (Form 8-K)

Issuance of 2021 Tower Securities

On May 14, 2021, pursuant to the terms of a Purchase Agreement (the 'Purchase Agreement') among SBA Senior Finance, LLC, an indirect subsidiary of SBA Communications Corporation (the 'Company'), 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'), SBA Tower Trust (the 'Trust'), a New York common law trust established by SBA Depositor LLC, an indirect subsidiary of the Company ('SBA Depositor'), issued, and the Initial Purchasers purchased, $1.165 billion aggregate principal amount of Secured Tower Revenue Securities, Series 2021-1C(the '2021-1CTower Securities'). The 2021-1CTower Securities 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 LLC, an affiliate of SBA Depositor ('SBA Guarantor') also purchased $61.4 million principal amount of Secured Tower Revenue Securities, Series 2021-1R(the '2021-1RTower Securities' and together with the 2021-1CTower 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 2021-1RTower 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 net proceeds from the offering were approximately $1.156 billion, after deducting initial purchasers' discounts and expenses. Net proceeds from the offering were used to (1) repay the entire aggregate principal amount of the Secured Tower Revenue Securities, Series 2017-1C($760 million) (the '2017-1CTower Securities'), (2) repay the entire aggregate principal amount of the Secured Tower Revenue Securities, Series 2017-1R($40 million), and (3) 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.

Seventh Loan and Security Agreement Supplement

In connection with the issuance of the 2021 Tower Securities, SBA Properties, LLC, SBA Sites, LLC, SBA Structures, LLC, SBA Infrastructure, LLC, SBA Monarch Towers III, LLC, SBA 2012 TC Assets PR, LLC, SBA 2012 TC Assets, LLC, SBA Towers IV, LLC, SBA Monarch Towers I, LLC, SBA Towers USVI, Inc., SBA GC Towers, LLC, SBA Towers VII, LLC, SBA Towers V, LLC, and SBA Towers VI, LLC (the 'Borrowers') and Midland Loan Services, a Division of PNC Bank, National Association, as servicer on behalf of the Trustee, entered into a Seventh Loan and Security Agreement Supplement, dated May 14, 2021 (the 'Seventh Loan Supplement'), which supplemented and amended the Second Amended and Restated Loan and Security Agreement, dated October 15, 2014.

Pursuant to the Seventh Loan Supplement, among other things, (1) the outstanding principal amount of the mortgage loan (the 'Mortgage Loan') was increased by $1.2 billion (or by a net of $426.4 million after giving effect to the prepayment of the 2017-1CTower Securities) and (2) the Borrowers became jointly and severally liable for the aggregate $5.7 billion borrowed under the Mortgage Loan corresponding to the 2013-2CTower Securities, 2014-2CTower Securities, 2018-1CTower Securities, 2018-1RTower Securities, 2019-1CTower Securities, 2019-1RTower Securities, 2020-1CTower Securities, 2020-2CTower Securities and 2020-2RTower Securities and the newly issued 2021 Tower Securities (together the 'Tower Securities').

The Mortgage Loan is the sole asset of the Trust. The aggregate principal amount of the loan components outstanding under the Mortgage Loan is $5.7 billion, comprised of (1) the $575 million loan component with the same terms and conditions as the 2013-2CTower Securities, (2) the $620 million loan component with the same terms and conditions as the 2014-2CTower Securities, (3) the $640 million loan component with the same terms and conditions as the 2018-1CTower Securities, (4) the $33.7 million loan component with the same terms and conditions as the 2018-1RTower Securities, (5) the $1.165 billion loan component with the same terms and conditions as the 2019-1CTower Securities, (6) the $61.4 million loan component with same terms and conditions

as the 2019-1RTower Securities, (7) the $750 million loan component with the same terms and conditions as the 2020-1CTower Securities, (8) the $600 million loan component with the same terms and conditions as the 2020-2CTower Securities, (9) the $71.1 million loan component with the same terms and conditions as the 2020-2RTower Securities, (10) the $1.165 billion loan component with the same terms and conditions as the 2021-1CTower Securities and (11) the $61.4 million loan component with the same terms and conditions as the 2021-1RTower Securities.

The Mortgage Loan underlying the Tower Securities is to be repaid from the operating cash flows from the approximately 10,000 aggregate tower sites owned by the Borrowers, as of the closing date. 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 towers and substantially all of the Borrowers' personal property and fixtures, (3) the Borrowers' rights under tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary of the Company, is entitled to receive a management fee for its services as manager equal to 4.5% of the Borrowers' operating revenues for the immediately preceding calendar month.

The Borrowers may prepay the $1.165 billion loan corresponding to the 2021-1CTower Securities with no prepayment consideration (1) within twelve months of the anticipated repayment date in the case of the $1.165 billion loan corresponding to the 2021-1CTower Securities, (2) with proceeds received as a result of any condemnation or casualty of any tower owned by the Borrowers or (3) during an amortization period. In all other circumstances, the Borrowers may prepay the $1.165 billion loan, in whole or in part, upon payment of the applicable prepayment consideration. The prepayment consideration consists of an amount equal to the excess, if any, of (i) the present value associated with the portion of the principal balance of the $1.165 billion loan being prepaid, calculated in accordance with the formula set forth in the Seventh Loan Supplement, on the date of prepayment of all future installments of principal and interest required to be paid from the date of prepayment to and including the first due date within twelve months of the anticipated repayment date of the 2021-1CTower Securities, over (ii) that portion of the principal balance prepaid on the date of such prepayment.

To the extent that the loans corresponding to the 2021 Tower Securities are not fully repaid by the applicable anticipated repayment date, the applicable interest rate will increase by the greater of (i) 5% and (ii) the amount, if any, by which the sum of (x) the ten-yearU.S. treasury rate plus (y) the credit-based spread for such component (as set forth in the Seventh Loan Supplement) plus (z) 5%, exceeds such interest rate. Except as set forth herein, all other material terms and conditions of the Mortgage Loan remain unchanged.

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 2017-1CTower Securities and, accordingly, may have received a portion of the net proceeds of the offering.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance SheetArrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference herein.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.12F		Seventh Loan and Security Agreement Supplement, dated as of May 14, 2021, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).