Item 8.01 Other Events.
On June 17, 2014, SBA Communications Corporation ("SBA") announced that it has
commenced a private offering of $600 million aggregate principal amount of
senior notes due 2022 (the "Notes"). A copy of the press release is filed hereto
as Exhibit 99.1.
SBA intends to use the net proceeds from the offering to redeem all of its 8.25%
Notes due 2019, which are redeemable, upon notice of not less than 30 days, as
of August 15, 2014 and to pay its conversion obligations with respect to
approximately $121 million aggregate principal amount of its 4.0% Convertible
Senior Notes due 2014 (the "4.0% Notes"). All remaining net proceeds will be
used for general corporate purposes. SBA anticipates that its general corporate
purposes will include an early unwind of a portion of the outstanding warrants
underlying its 4.0% Notes for cash and paying in cash a portion of the principal
amount outstanding of its 4.0% Notes upon their conversion. As of June 13, 2014,
SBA had early unwound warrants covering 4.9 million shares of its Class A common
stock for an aggregate of $276.2 million in cash. SBA expects to enter into
additional agreements to early unwind the warrants subsequent to the pricing of
The Notes will be offered only to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933, as amended (the "Securities
Act"), and to non-U.S. persons in transactions outside the United States in
reliance on Regulation S under the Securities Act. The Notes have not been
registered under the Securities Act, or any state securities laws, and may not
be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities laws. SBA has agreed to file a registration
statement with the Securities and Exchange Commission pursuant to which SBA will
either offer to exchange the Notes for substantially similar registered notes or
register the resale of the Notes.
SBA Communications Corporation is a leading owner and operator of wireless
communications infrastructure in North, Central and South America. As of
March 31, 2014, SBA owned approximately 15,000 towers in the United States and
its territories, 200 towers in Canada, 425 towers in Costa Rica, 150 towers in
El Salvador, 500 towers in Guatemala, 250 towers in Nicaragua, 475 towers in
Panama and 5,200 towers in Brazil.
Item 9.01 Financial Statements and Exhibits.
99.1 Press release issued by SBA Communications Corporation on June 17, 2014.