| Item 1.01 |
Entry Into a Material Definitive Agreement |
Indenture
On July 23, 2026, SBA Communications Corporation (the “Company”) closed its previously announced public offering (the “Offering”) of $1.35 billion aggregate principal amount of its 4.875% Senior Notes due 2030 (the “2030 Notes”), $1.35 billion aggregate principal amount of its 5.150% Senior Notes due 2031 (the “2031 Notes”) and $800.0 million aggregate principal amount of its 5.450% Senior Notes due 2033 (the “2033 Notes” and, together with the 2030 Notes and the 2031 Notes, the “Notes”). The Notes were issued pursuant to an indenture dated as of July 23, 2026 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented by the first supplemental indenture dated as of July 23, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Company used the net proceeds of the Offering to repay in full its senior secured term loan that would have matured on January 25, 2031 and repay in full outstanding borrowings under its senior secured revolving credit facility that would have matured on January 25, 2029. The Company intends to use any remaining net proceeds from the Offering for general corporate purposes.
The Notes are senior unsecured obligations of the Company, which rank equally with all existing and future senior indebtedness of the Company, including the Company’s obligations under its existing senior notes, and senior to all future subordinated indebtedness of the Company. The Notes effectively rank junior to all of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness. The Company’s assets consist of the capital stock of SBA Telecommunications LLC (“Telecommunications”), and the Notes are not be guaranteed by Telecommunications or any of its subsidiaries. As a result, the Notes are structurally subordinated to all existing and future liabilities and obligations of Telecommunications and its subsidiaries, including indebtedness of such subsidiaries. The 2030 Notes will have an interest rate of 4.875% per annum, the 2031 Notes will have an interest rate of 5.150% per annum and the 2033 Notes will have an interest rate of 5.450% per annum, each payable in cash on January 15 and July 15 of each year, commencing on January 15, 2027.
The Indenture limits the ability of the Company and its subsidiaries to incur certain liens and merge with or into other companies, in each case subject to certain exceptions and qualifications set forth in the Indenture.
In the event of a Change of Control Triggering Event (as defined in the Indenture), holders of the Notes of a series will have the right to require the Company to repurchase all or any part of the Notes of such series at a purchase price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of such repurchase.
The Company, at its option, may redeem some or all of the Notes of a series at any time, or from time to time, prior to their applicable Par Call Date (as defined below) or prior to their maturity, as applicable. If the Company elects to redeem the 2030 Notes prior to their maturity, the 2031 Notes prior to June 15, 2031 (the date that is one month prior to their maturity date), or the 2033 Notes prior to May 15, 2033 (the date that is two months prior to their maturity date) (each, a “Par Call Date”), the Company will pay a redemption price in respect of the Notes to be redeemed equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate (as defined in the Supplemental Indenture) plus 15 basis points in the case of the 2030 Notes or 20 basis points in the case of the 2031 Notes and the 2033 Notes, less (b) interest accrued on those Notes to the date of redemption, and
(2) 100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.
If the Company elects to redeem the 2031 Notes or the 2033 Notes on or after the applicable Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
2
