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SBA COMMUNICATIONS CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

June 23, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On June 17, 2014, SBA Communications Corporation ("SBA") entered into a Purchase Agreement (the "Purchase Agreement") under which SBA agreed to sell $750,000,000 aggregate principal amount of its 4.875% Senior Notes due 2022 (the "Notes") to J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein. The Notes will have an interest rate of 4.875% and will be issued at a price of 99.178% of their face value. SBA expects the closing of the Notes to occur on July 1, 2014. SBA intends to use the net proceeds from this offering (1) to redeem the aggregate principal amount outstanding of the 8.25% Senior Notes due 2019 (the "8.25% Notes"), which are redeemable, upon notice of not less than 30 days, as of August 15, 2014 and (2) to pay SBA's conversion obligations with respect to approximately $121 million aggregate principal amount of the 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.

The Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties.

The description above is qualified in its entirety by the Purchase Agreement which is being filed with this Form 8-K.

SBA 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 SBA and its affiliates. Specifically, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., The Royal Bank of Scotland PLC, an affiliate of RBS Securities Inc., and TD Securities (USA) LLC, serve as Co-Incremental Tranche B-1 Term Loan Documentation Agents, Citigroup Global Markets Inc. and Barclays Bank PLC, an affiliate of Barclays Capital Inc., serve as Incremental Tranche B-1 Term Loan Syndication Agents and Toronto Dominion (Texas) LLC, an affiliate of TD Securities (USA) LLC, serves as Administrative Agent under SBA's Senior Credit Agreement. In addition, each of the initial purchasers or its affiliates serves as a lender under SBA's Senior Credit Agreement. Certain of the initial purchasers or their affiliates may hold a portion of the 8.25% Notes and 4.0% Notes from time to time and, accordingly, may receive a portion of the net proceeds of this offering.

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

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

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Item 8.01 Other Events.

On June 17, 2014, SBA issued a press release announcing the pricing of its $750 million aggregate principal amount of Notes. A copy of the press release is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 10.9 Purchase Agreement, dated June 17, 2014, between SBA Communications Corporation and J.P. Morgan Securities LLC, as representative of the several initial purchasers listed on Schedule 1 thereto. 99.1 Press release issued by SBA Communications Corporation on June 17, 2014.



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Source: Edgar Glimpses


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