SBA Communications signs $2B unsecured loan deal

The quarterly total net leverage limit is 7.50-to-1.00, or up to 8.00-to-1.00 through the third full fiscal quarter after certain qualified acquisitions.

Available on EDGAR 11/09/2026 - 06:30 AM EST Accepted by SEC EDGAR 11/09/2026 - 06:30 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

SBA Communications Corporation (SBAC) entered into a credit agreement for $2.0 billion of senior unsecured term loans. The agreement includes $1.165 billion of initial loans, funded in full on November 6, 2026, and $835.0 million of delayed-draw commitments, which may be borrowed in up to three drawings through May 6, 2027; any unused commitments then terminate. The company intends to use the initial loans to repay the entire $1.165 billion principal amount of its 2021-1C Tower Securities. Proceeds may also be used for general corporate purposes, including acquisitions and other investments, and working capital.

The loans do not amortize and mature November 6, 2029, subject to the company's ability to request an extension with the lenders. Interest may be elected at term SOFR plus a 0.750%–1.375% margin or a base rate plus a 0%–0.375% margin, based on S&P and Fitch ratings; unused delayed-draw commitments incur a ticking fee of 0.08%–0.20% per annum on the average daily unused amount. Repaid or prepaid amounts may not be reborrowed. The obligations are unsecured and are not guaranteed by any of the company's subsidiaries.

Filing Explained

The delayed-draw commitment depends on further conditions, and the agreement adds quarter-end leverage limits.

The credit agreement requires SBA to keep consolidated total net leverage at or below 7.50 to 1.00 and consolidated senior secured leverage at or below 3.50 to 1.00 at each fiscal quarter-end. After certain qualified acquisitions, the total-net leverage limit may rise to 8.00 to 1.00 through the third full fiscal quarter.

Each delayed-draw borrowing is subject to conditions, including accurate representations and warranties, the absence of a default (or, for certain debt-refinancing draws, an event of default), and pro forma compliance with the financial ratios. The commitment is therefore not automatically drawable.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate term loans: $2.0 billion Initial term loans: $1.165 billion Delayed-draw commitments: $835.0 million +4 more

7 metrics

Aggregate term loans $2.0 billion Principal amount under the term loan credit agreement

Initial term loans $1.165 billion Funded in full in a single drawing on November 6, 2026

Delayed-draw commitments $835.0 million May be borrowed in up to three drawings through May 6, 2027

Term loan maturity November 6, 2029 The company may request an extension with the lenders

Interest margins Term SOFR plus 0.750%–1.375%; base rate plus 0%–0.375% The company elects the rate; margins are based on S&P and Fitch ratings

Ticking fee 0.08%–0.20% per annum Applied to the average daily unused delayed-draw commitment

Leverage limits 7.50 to 1.00 total net; up to 8.00 to 1.00 after certain qualified acquisitions; 3.50 to 1.00 senior secured Measured as of the last day of any fiscal quarter; the 8.00 limit applies through the third full fiscal quarter following certain qualified acquisitions

Key Terms

Delayed Draw Term Loans, ticking fee, Consolidated Total Net Leverage Ratio, Consolidated Senior Secured Leverage Ratio, +1 more

5 terms

Delayed Draw Term Loans financial

"Delayed Draw Term Loans may be borrowed in up to three drawings"

A delayed draw term loan is a pre-arranged loan where a lender agrees in advance to provide a specified amount of money that the borrower can take out in one or more installments over a set period. Think of it as an approved credit line you only tap when needed; once drawn, it becomes debt that adds interest and repayment obligations. Investors watch these loans because drawing them changes a company’s cash on hand, increases its debt and interest costs, and can signal funding needs or planned spending that affect financial risk and future profits.

ticking fee financial

"ticking fee of between 0.08% and 0.20% per annum"

A ticking fee is a charge that accrues over time when one party has committed to a deal but the transaction has not yet closed; it compensates the other side for the cost and risk of the delay. For investors, it matters because it raises the effective cost of a transaction and signals how long completion may take—like paying a small ongoing rent while waiting for a house sale to finish, which can affect returns and deal judgment.

Consolidated Total Net Leverage Ratio financial

"Consolidated Total Net Leverage Ratio not to exceed 7.50 to 1.00"

A consolidated total net leverage ratio measures a company’s total debt minus cash divided by its recurring earnings, calculated across all of its consolidated entities. Think of it as how many years of the company’s operating profit would be needed to pay off its net debt; investors use it to gauge financial risk, ability to service loans, and whether debt levels are sustainable relative to the business’s income.

Consolidated Senior Secured Leverage Ratio financial

"Consolidated Senior Secured Leverage Ratio not to exceed 3.50 to 1.00"

breakage costs financial

"subject to customary breakage costs"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How large is SBAC's new term loan agreement?

The agreement provides for $2.0 billion in senior unsecured term loans: $1.165 billion of initial term loans funded in full in one drawing and $835.0 million of delayed-draw commitments, which may be borrowed in up to three drawings through May 6, 2027.

How will SBAC use the new loan proceeds?

SBA Communications intends to use the $1.165 billion of initial term loans to repay the entire principal amount of its 2021-1C Tower Securities. The agreement also permits proceeds for general corporate purposes, including acquisitions and other investments, and working capital.

What conditions apply to SBAC's delayed-draw loans?

Each delayed-draw borrowing is subject to conditions including accurate representations and warranties, the absence of a default—or an event of default when proceeds will refinance, redeem or repay indebtedness—and pro forma compliance with the agreement's financial ratios.

What leverage limits does SBAC's term loan agreement set?

The agreement sets a quarterly consolidated total net leverage limit of 7.50 to 1.00, or up to 8.00 to 1.00 through the third full fiscal quarter following certain qualified acquisitions. The consolidated senior secured leverage limit is 3.50 to 1.00.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SBA COMMUNICATIONS CORP false 0001034054 0001034054 2026-11-06 2026-11-06

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): November 6, 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 November 6, 2026 (the “Closing Date”), SBA Communications Corporation (the “Company”) entered into a Term Loan Credit Agreement, dated as of November 6, 2026 (the “Term Loan Credit Agreement”), among the Company, as borrower, the several lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, and Citibank, N.A., as syndication agent.

The Term Loan Credit Agreement provides for senior unsecured term loans in an aggregate principal amount of $2.0 billion, consisting of (1) $1.165 billion of initial term loans (the “Initial Term Loans”), which were funded in full in a single drawing on the Closing Date, and (2) $835.0 million of delayed draw term loan commitments (the loans thereunder, the “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”). The Delayed Draw Term Loans may be borrowed in up to three drawings during the period from the Closing Date through May 6, 2027, after which any unfunded delayed draw commitments will automatically terminate. Once funded, the Delayed Draw Term Loans will constitute part of the same class as the Initial Term Loans. Amounts borrowed under the Term Loan Credit Agreement and subsequently repaid or prepaid may not be reborrowed. The Term Loans do not amortize and will mature on November 6, 2029, subject to the Company’s ability to request that the lenders extend the maturity date with respect to all or a portion of their Term Loans.

The Term Loans will accrue interest, at the Company’s election, at either (1) term SOFR plus a margin that ranges from 0.750% to 1.375% or (2) a base rate plus a margin that ranges from 0% to 0.375%, in each case based on the Company’s senior unsecured debt ratings from S&P Global Ratings (“S&P”) and Fitch Ratings, Inc. (“Fitch”). In addition, the Company is required to pay a ticking fee of between 0.08% and 0.20% per annum on the average daily unused amount of the delayed draw commitments, based on the Company’s ratings from S&P and Fitch. The Company may prepay the Term Loans at any time, in whole or in part, without premium or penalty, subject to customary breakage costs. The proceeds of the Term Loans may be used for general corporate purposes (including acquisitions and other investments) and working capital. The Company intends to use the proceeds of the Initial Term Loans to repay the entire aggregate principal amount of the Secured Tower Revenue Securities, Series 2021-1C ($1.165 billion) (the “2021-1C Tower Securities”).

Each borrowing of Delayed Draw Term Loans is subject to the satisfaction of certain conditions, including the accuracy of representations and warranties, the absence of a default (or, if the proceeds will be used to refinance, redeem or repay indebtedness, the absence of an event of default), and pro forma compliance with the financial ratios described below.

Obligations under the Term Loan Credit Agreement are unsecured and are not guaranteed by any of the Company’s subsidiaries. The Term Loan Credit Agreement requires the Company to maintain specific financial ratios, including (1) a Consolidated Total Net Leverage Ratio not to exceed 7.50 to 1.00 as of the last day of any fiscal quarter (or up to 8.00 to 1.00 as of the last day of any fiscal quarter through the third full fiscal quarter following the consummation of certain qualified acquisitions) and (2) a Consolidated Senior Secured Leverage Ratio not to exceed 3.50 to 1.00 as of the last day of any fiscal quarter. The Term Loan Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to incur subsidiary indebtedness, incur liens, merge or consolidate, make certain restricted payments, enter into transactions with affiliates, and engage in certain asset dispositions. The Term Loan Credit Agreement is also subject to customary events of default, such as non-payment of debt obligations, material inaccuracy of representations and warranties, violation of affirmative or negative covenants, non-payment or acceleration of other material debt, bankruptcy or insolvency, ERISA and certain judgment defaults, and change of control.

The above description of the Term Loan Credit Agreement is qualified in its entirety by reference to the terms of the Term Loan Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Relationships

The Company and certain of its affiliates have previously entered into commercial financial arrangements with certain of the lenders, and/or their respective affiliates, and each of these entities and/or their 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 under the Company’s senior unsecured revolving credit agreement, dated as of July 23, 2026, (2) as a book runner and/or as an initial purchaser for various series of Secured Tower Revenue Securities, including the 2021-1C Tower Securities being repaid, and (3) as a book runner and/or an initial purchaser for various series of Senior Notes.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Index

Exhibit No.		Description
10.1*		Term Loan Credit Agreement, dated as of November 6, 2026, among the Company, as borrower, the several lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

* Certain annexes, schedules, and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the Securities and Exchange Commission upon request.

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: November 9, 2026

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 665.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB