SBA COMMUNICATIONS CORP false 0001034054 0001034054 2020-01-21 2020-01-21

 

 

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) January 21, 2020

 

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 January 21, 2020, SBA Communications Corporation (“SBA”) entered into a Purchase Agreement (the “Purchase Agreement”) under which SBA agreed to sell $1.0 billion aggregate principal amount of its 3.875% senior notes due 2027 (the “Notes”) to Citigroup Global Markets Inc., as representative of the several initial purchasers named therein. SBA expects the closing of the Notes to occur on February 4, 2020. The Notes will have an interest rate of 3.875% and will be issued at a price of 100% of their face value. SBA intends to use the net proceeds from the offering to redeem all $750 million aggregate principal amount of its 4.875% senior notes due 2022, and to repay amounts outstanding under its Revolving Credit Facility under its Senior Credit Agreement, which as of January 16, 2020 had an outstanding principal balance of $440.0 million. All remaining net proceeds will be used for general corporate purposes.

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

Certain of the initial purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with SBA and its affiliates. In addition, certain of the initial purchasers or their affiliates may hold a portion of the 4.875% senior notes due 2022 from time to time and, accordingly, may receive a portion of the net proceeds from the offering. In addition, certain of the initial purchasers or their affiliates serve in various roles under SBA’s Senior Credit Agreement, including as lenders under the Revolving Credit Facility. Accordingly, such lenders will receive a portion of the net proceeds from the 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.

Item 8.01 Other Events.

On January 21, 2020, SBA issued a press release announcing its intention to offer $750 million aggregate principal amount of Notes. A copy of the press release is filed herewith as Exhibit 99.1.

On January 21, 2020, SBA issued a press release announcing the upsizing of its previously announced offering of $750 million aggregate principal amount of Notes to $1.0 billion aggregate principal amount of Notes and the pricing of its $1.0 billion aggregate principal amount of Notes. A copy of the press release is filed herewith as Exhibit 99.2.

On January 21, 2020, in connection with the offering of the Notes, SBA called for redemption all $750.0 million aggregate principal amount of its 4.875% senior notes due 2022 at a redemption price equal to 101.219% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the redemption date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 

    No.    

   

Description

         
 

99.1

   

Press release issued by SBA Communications Corporation on January 21, 2020.

         
 

99.2

   

Press release issued by SBA Communications Corporation on January 21, 2020.

         
 

104

   

Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)

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/ Brendan T. Cavanagh

 

Brendan T. Cavanagh

 

Executive Vice President and Chief Financial Officer

Date: January 21, 2020

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

SBA Announces Offering of $750 Million of Senior Notes Due 2027

Boca Raton, Florida, January 21, 2020

SBA Communications Corporation (NASDAQ: SBAC) (“SBA”) announced today that it has commenced a private offering of $750 million aggregate principal amount of senior notes due 2027 (the “Notes”).

Concurrently with the pricing of the notes, SBA intends to deliver a redemption notice with respect to all $750.0 million of its outstanding 4.875% Senior Notes due 2022 (the “2022 Notes”). SBA intends to use the net proceeds of the offering to redeem the 2022 Notes on the redemption date of February 20, 2020.

The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain 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 the securities laws of any other jurisdiction, 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 securities laws of any other jurisdiction. 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. This press release does not and will not constitute an offer to sell any of the Notes or the solicitation of an offer to buy any of the Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release is neither an offer to purchase nor a solicitation of an offer to sell the 2022 Notes and this press release shall not constitute a notice of redemption in respect thereof.

About SBA Communications Corporation

SBA Communications Corporation is a first choice provider and leading owner and operator of wireless communications infrastructure in North, Central, and South America and South Africa. By “Building Better Wireless,” SBA generates revenue from two primary businesses – site leasing and site development services. SBA’s primary focus is the leasing of antenna space on its multi-tenant communication sites to a variety of wireless service providers under long-term lease contracts.

Information Concerning Forward-Looking Statements

This press release includes forward-looking statements regarding the offering of the Notes and the intended use of the net proceeds. These forward-looking statements may be affected by risks and uncertainties in SBA’s business and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in SBA’s SEC filings, including SBA’s Annual Report on Form 10-K filed with the SEC. SBA wishes to caution readers that certain important factors may have affected and could in the future affect SBA’s actual results and could cause SBA’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of SBA, including the risk that the offering of the Notes cannot be successfully completed. SBA undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

 

LOGO

Contacts:

Mark DeRussy, CFA

Capital Markets

561-226-9531

Lynne Hopkins

Corporate Communications

561-226-9431

Source: SBA Communications Corporation

Exhibit 99.2

 

LOGO

FOR IMMEDIATE RELEASE

SBA Announces Pricing of $1.0 Billion of 3.875% Senior Notes Due 2027

Boca Raton, Florida, January 21, 2020

SBA Communications Corporation (NASDAQ: SBAC) (“SBA”) announced today that it has priced an offering of $1.0 billion aggregate principal amount of senior notes due 2027 (the “Notes”), which was upsized from the previously announced $750 million. SBA expects the closing of the Notes to occur on February 4, 2020. The Notes will have an interest rate of 3.875% and will be issued at a price of 100% of their face value.

Concurrently with the pricing of the notes, SBA delivered a redemption notice with respect to all $750.0 million of its outstanding 4.875% Senior Notes due 2022 (the “2022 Notes”). SBA intends to use the net proceeds of the offering to redeem the 2022 Notes on the redemption date of February 20, 2020, and to repay amounts outstanding under its Revolving Credit Facility under its Senior Credit Agreement. All remaining net proceeds will be used for general corporate purposes.

The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain 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 the securities laws of any other jurisdiction, 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 securities laws of any other jurisdiction. 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. This press release does not and will not constitute an offer to sell any of the Notes or the solicitation of an offer to buy any of the Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release is neither an offer to purchase nor a solicitation of an offer to sell the 2022 Notes and this press release shall not constitute a notice of redemption in respect thereof.

About SBA Communications Corporation

SBA Communications Corporation is a first choice provider and leading owner and operator of wireless communications infrastructure in North, Central, and South America and South Africa. By “Building Better Wireless,” SBA generates revenue from two primary businesses – site leasing and site development services. SBA’s primary focus is the leasing of antenna space on its multi-tenant communication sites to a variety of wireless service providers under long-term lease contracts.

Information Concerning Forward-Looking Statements

This press release includes forward-looking statements regarding the offering of the Notes and the intended use of the net proceeds. These forward-looking statements may be affected by risks and uncertainties in SBA’s business and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in SBA’s SEC filings, including SBA’s Annual Report on Form 10-K filed with the SEC. SBA wishes to caution readers that certain important factors may have affected and could in the future affect SBA’s actual results and could cause SBA’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of SBA, including the risk that the offering of the Notes cannot be successfully completed. SBA undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

 

LOGO

Contacts:

Mark DeRussy, CFA

Capital Markets

561-226-9531

Lynne Hopkins

Corporate Communications

561-226-9431

Source: SBA Communications Corporation