Material Definitive Agreement - Form 8-K

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) October 8, 2021

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-Kfiling 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-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications 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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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.

Purchase Agreement for 2021-2and 2021-3Tower Securities

On October 8, 2021, SBA Senior Finance, LLC ("SBA Senior Finance"), an indirect subsidiary of SBA Communications Corporation (the "Company"), entered into a Purchase Agreement (the "Purchase Agreement") among SBA Senior Finance, Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), and Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named on Schedule I thereto (the "Initial Purchasers"), pursuant to which SBA Tower Trust (the "Trust"), a New York common law trust established by SBA Depositor LLC, an indirect subsidiary of the Company ("SBA Depositor"), agreed to sell $1.79 billion aggregate principal amount of Secured Tower Revenue Securities, consisting of $895.0 million aggregate principal amount of Series 2021-2C(the "2021-2CTower Securities") and $895.0 million aggregate principal amount of Series 2021-3C(the "2021-3CTower Securities"), to the Initial Purchasers. Upon issuance, (1) the 2021-2CTower Securities will have an anticipated repayment date in April 2027, a final maturity date in October 2051 and an interest rate of 1.840% per annum and (2) the 2021-3CTower Securities will have an anticipated repayment date in October 2031, a final maturity date in October 2056 and an interest rate of 2.593% per annum.

To satisfy the applicable risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the "Risk Retention Rules"), SBA Guarantor, an affiliate of SBA Depositor ("SBA Guarantor") also agreed to purchase $94.3 million principal amount of Secured Tower Revenue Securities, Series 2021-3R(the "2021-3RTower Securities" and together with the 2021-2CTower Securities and the 2021-3CTower Securities, the "Tower Securities") in order to retain an "eligible horizontal residual interest" (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the offered and retained securities. The 2021-3RTower Securities have an anticipated repayment date in October 2031, a final maturity date in October 2056 and an interest rate of 4.090% per annum.

The Company expects the closing of the offering of the Tower Securities to occur on or about October 27, 2021. The Company intends to use the net proceeds from the offering to repay, to the extent not earlier repaid, the entire $575.0 million aggregate principal amount of the Secured Tower Revenue Securities, Series 2013-2C(the "2013-2CTower Securities"), as well as accrued and unpaid interest, and to make a cash distribution to SBA Guarantor, which will further distribute such amount to one or more other Company entities to be used for general corporate purposes, which may include repaying outstanding indebtedness.

Relationships

The Company 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 the Company and its affiliates, including serving (1) as a lender and/or in other related capacities in connection with the Company's Senior Credit Agreement and the term loans and revolving credit facility under the Senior Credit Agreement, (2) as a book runner and/or as an initial purchaser for the Company's various series of Secured Tower Revenue Securities and (3) as a book runner and/or an initial purchaser for the Company's various series of Senior Notes. Certain of the Initial Purchasers or their affiliates may hold from time to time a portion of the 2013-2CTower Securities and, accordingly, may receive a portion of the net proceeds of the offering.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-BalanceSheet Arrangement of a Registrant.

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

Item 8.01

Other Events.

On October 8, 2021, the Company delivered a redemption notice with respect to all $1.1 billion of its outstanding 4.875% Senior Notes due 2024 (the "2024 Notes"). The 2024 Notes will be redeemed on November 8, 2021.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.5		Purchase Agreement, dated October 8, 2021, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto.
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.

Date: October 13, 2021

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