Item 1.01 Entry into a Material Definitive Agreement.
On May 19, 2020, SBA Communications Corporation ("SBA") entered into a Purchase
Agreement (the "Purchase Agreement") under which SBA agreed to sell $500 million
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 May
26, 2020.
The Notes have an interest rate of 3.875% and will be issued at a price of
99.50% of their face value plus accrued interest from February 4, 2020. The
Notes will be issued as additional notes under a supplement to an existing
indenture dated as of February 4, 2020, and will constitute the same series of
securities as the $1.0 billion 3.875% Senior Notes due 2027 issued on
February 4, 2020 (the "Existing Notes"). Other than with respect to the date of
issuance and the offering price, the Notes will have the same terms as the
Existing Notes and the Notes and the Existing Notes will be treated as a single
class for all purposes under the indenture. Except with respect to Notes offered
pursuant to Regulation S, the Notes will have the same CUSIP number as, and will
be fungible with, the Existing Notes immediately upon issuance. SBA intends to
use the net proceeds from the offering to repay amounts outstanding under its
Revolving Credit Facility (the "Revolving Credit Facility") under its Senior
Credit Agreement (the "Senior Credit Agreement"), which as of May 18, 2020 had
an outstanding balance of $295 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 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 May 19, 2020, SBA issued a press release announcing its intention to offer
$400 million aggregate principal amount of Notes. A copy of the press release is
filed herewith as Exhibit 99.1.
On May 19, 2020, SBA issued a press release announcing the upsizing of its
previously announced offering of $400 million aggregate principal amount of
Notes to $500 million aggregate principal amount of Notes and the pricing of its
$500 million aggregate principal amount of Notes. A copy of the press release is
filed herewith as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press release issued by SBA Communications Corporation on May 19,
2020.
99.2 Press release issued by SBA Communications Corporation on May 19,
2020.
104 Cover Page Interactive File (the cover page tags are embedded within
the Inline XBRL document).
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