Sba Communications Corp 8-K, filed May 20, 2020
Sba Communications Corp (SBAC)
About this 8-K
Sba Communications Corp filed this 8-K on May 20, 2020, reporting on events of May 19, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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).
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Emerging growth company |
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| 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 |
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). | |||
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: May 19, 2020
Exhibit 99.1
FOR IMMEDIATE RELEASE
SBA Announces Add-On Offering of $400 Million of 3.875% Senior Notes Due 2027
Boca Raton, Florida, May 19, 2020
SBA Communications Corporation (NASDAQ: SBAC) (“SBA”) announced today that it has commenced a private add-on offering of $400 million aggregate principal amount of 3.875% senior notes due 2027 (the “Notes”).
SBA intends to use the net proceeds of the offering 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 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.
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.
About SBA Communications Corporation
SBA Communications Corporation is a leading independent owner and operator of wireless communications infrastructure including towers, buildings, rooftops, distributed antenna systems (DAS) and small cells. With a portfolio of more than 30,000 communications sites in fourteen markets throughout the Americas and South Africa, SBA is listed on NASDAQ under the symbol SBAC.
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 and Quarterly Report on Form 10-Q 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.
Contacts:
Mark DeRussy, CFA
Capital Markets
561-226-9531
Lynne Hopkins
Corporate Communications
561-226-9431
Source: SBA Communications Corporation
Exhibit 99.2
FOR IMMEDIATE RELEASE
SBA Announces Pricing of $500 million of 3.875% Senior Notes Due 2027
Boca Raton, Florida, May 19, 2020
SBA Communications Corporation (NASDAQ: SBAC) (“SBA”) announced today that it has priced an add-on offering of $500 million aggregate principal amount of 3.875% senior notes due 2027 (the “Notes”), which was upsized from the previously announced $400 million. SBA expects the closing of the Notes to occur on May 26, 2020. The Notes will be issued at a price of 99.50% of their face value plus accrued interest from February 4, 2020.
SBA intends to use the net proceeds of the offering 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 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.
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.
About SBA Communications Corporation
SBA Communications Corporation is a leading independent owner and operator of wireless communications infrastructure including towers, buildings, rooftops, distributed antenna systems (DAS) and small cells. With a portfolio of more than 30,000 communications sites in fourteen markets throughout the Americas and South Africa, SBA is listed on NASDAQ under the symbol SBAC.
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 and Quarterly Report on Form 10-Q 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.
Contacts:
Mark DeRussy, CFA
Capital Markets
561-226-9531
Lynne Hopkins
Corporate Communications
561-226-9431
Source: SBA Communications Corporation