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SBA Communications (NASDAQ: SBAC) to sell senior notes to refinance debt

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

On July 14, 2026, SBA Communications Corporation agreed to issue and sell $1,350,000,000 of 4.875% Senior Notes due 2030, $1,350,000,000 of 5.150% Senior Notes due 2031 and $800,000,000 of 5.450% Senior Notes due 2033 in a registered public offering under its shelf registration statement on Form S-3.

The company intends to use the net proceeds to repay in full its senior secured term loan maturing on January 25, 2031 and to repay in full outstanding borrowings under its senior secured revolving credit facility maturing on January 25, 2029. Morgan Stanley & Co. LLC, Barclays Capital Inc., Wells Fargo Securities, LLC and Goldman Sachs & Co. LLC act as representatives for the several underwriters, with whom SBA has existing commercial and financing relationships.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
4.875% Senior Notes due 2030 $1,350,000,000 aggregate principal amount Debt securities to be issued in registered public offering
5.150% Senior Notes due 2031 $1,350,000,000 aggregate principal amount Debt securities to be issued in registered public offering
5.450% Senior Notes due 2033 $800,000,000 aggregate principal amount Debt securities to be issued in registered public offering
Coupon rate 2030 notes 4.875% Interest rate on Senior Notes due 2030
Coupon rate 2031 notes 5.150% Interest rate on Senior Notes due 2031
Coupon rate 2033 notes 5.450% Interest rate on Senior Notes due 2033
Term loan maturity January 25, 2031 Maturity date of senior secured term loan to be repaid
Revolving Credit Facility maturity January 25, 2029 Maturity date of revolving credit facility borrowings to be repaid
underwriting agreement financial
"entered into an underwriting agreement with Morgan Stanley & Co. LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
shelf registration statement regulatory
"in a registered public offering pursuant to the Company’s shelf registration statement"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Senior Notes financial
"aggregate principal amount of its 4.875% Senior Notes due 2030"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Revolving Credit Facility financial
"outstanding borrowings under its senior secured revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Senior Credit Agreement financial
"in connection with the Third Amended and Restated Credit Agreement"
A senior credit agreement is a loan contract that gives lenders first claim on a borrower’s assets and cash flows before other creditors if the borrower can’t pay, similar to a mortgage lender having priority over other claims on a house. It matters to investors because these loans shape a company’s cost of borrowing, set rules for financial behavior, and determine which creditors get paid first in distress—factors that affect equity value and risk.
book runner financial
"as a book runner and/or an initial purchaser for the Company’s various series"
The book runner is the lead investment bank or financial firm that organizes and manages a new securities offering, lining up other underwriters, collecting investor orders, setting allocation and pricing, and keeping a record (the “book”) of demand. For investors, the book runner’s reputation and decisions affect how widely an issue is distributed, how fairly shares are priced and allocated, and therefore the short- and long-term trading liquidity and perceived market confidence in the new securities.
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FAQ

What debt securities is SBA Communications (SBAC) issuing in this transaction?

SBA Communications is issuing three series of Senior Notes: $1,350,000,000 of 4.875% notes due 2030, $1,350,000,000 of 5.150% notes due 2031, and $800,000,000 of 5.450% notes due 2033 in a registered public offering.

How will SBA Communications (SBAC) use the net proceeds from the senior notes offering?

The company intends to use net proceeds to repay in full its senior secured term loan maturing on January 25, 2031 and to repay in full outstanding borrowings under its senior secured revolving credit facility maturing on January 25, 2029.

Which banks are underwriting SBA Communications (SBAC)’s senior notes offering?

The underwriters’ representatives are Morgan Stanley & Co. LLC, Barclays Capital Inc., Wells Fargo Securities, LLC and Goldman Sachs & Co. LLC, all of which have provided various financing and capital markets services to SBA Communications and its affiliates in the past.

Under what registration statement is SBA Communications (SBAC) conducting this notes offering?

The senior notes are being offered in a registered public offering under SBA Communications’ shelf registration statement on Form S-3, Registration File No. 333-277527, allowing the company to issue these securities to public investors.

Which existing SBA Communications (SBAC) facilities will be repaid with the offering proceeds?

Net proceeds are earmarked to repay a senior secured term loan that matures on January 25, 2031 and to repay outstanding borrowings under a senior secured revolving credit facility that matures on January 25, 2029, fully eliminating those obligations.

What is the relationship between SBA Communications (SBAC) and the underwriters involved?

SBA Communications has existing commercial financial arrangements with each underwriter or its affiliates, including roles as lenders under its Senior Credit Agreement and as book runners or initial purchasers for various series of the company’s outstanding debt instruments.
SBA COMMUNICATIONS CORP false 0001034054 0001034054 2026-07-14 2026-07-14
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 14, 2026

 

 

SBA Communications Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Florida   001-16853   65-0716501

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

8051 Congress Avenue  
Boca Raton, FL   33487
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (561) 995-7670

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock, $0.01 par value per share   SBAC  

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 
 


Item 1.01

Entry Into a Material Definitive Agreement

On July 14, 2026, SBA Communications Corporation (the “Company”) entered into an underwriting agreement with Morgan Stanley & Co. LLC, Barclays Capital Inc., Wells Fargo Securities, LLC and Goldman Sachs & Co. LLC, as Representatives for the several Underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $1,350,000,000 aggregate principal amount of its 4.875% Senior Notes due 2030, $1,350,000,000 aggregate principal amount of its 5.150% Senior Notes due 2031 and $800,000,000 aggregate principal amount of its 5.450% Senior Notes due 2033 in a registered public offering (the “Offering”) pursuant to the Company’s shelf registration statement on Form S-3 (Registration File No. 333-277527). The Company intends to use the net proceeds of the Offering to repay in full its senior secured term loan that matures on January 25, 2031 and repay in full outstanding borrowings under its senior secured revolving credit facility that matures on January 25, 2029 (the “Revolving Credit Facility”).

Relationships

The Company has previously entered into commercial financial arrangements with each of the Underwriters, 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 Third Amended and Restated Credit Agreement, dated as of January 25, 2024, among SBA Senior Finance II LLC, the several lenders from time to time party thereto, and Toronto Dominion (Texas) LLC, as administrative agent (as amended, supplemented or modified from time to time, the “Senior Credit Agreement”) and the various term loans and Revolving Credit Facility under the Senior Credit Agreement or (2) as a book runner and/or an initial purchaser for the Company’s various series of outstanding debt instruments.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit Index

 

Exhibit

No.

   Description
1.1    Underwriting Agreement, dated July 14, 2026, among the Company and Morgan Stanley & Co. LLC, Barclays Capital Inc., Wells Fargo Securities, LLC and Goldman Sachs & Co. LLC, as Representatives for the several Underwriters
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

Information Concerning Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements regarding the offering of the Offering and the intended use of the net proceeds. These forward-looking statements may be affected by risks and uncertainties in the Company’s business and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in the Company’s SEC filings, including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, filed with the SEC. The Company wishes to caution readers that certain important factors may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company’s. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SBA COMMUNICATIONS CORPORATION
By:  

/s/ Marc Montagner

Name:   Marc Montagner
Title:   Executive Vice President and Chief Financial Officer

Date: July 15, 2026

Filing Exhibits & Attachments

4 documents