SBA COMMUNICATIONS CORPORATION Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
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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, a copy of which is filed as an exhibit to this Form 8-K.
Indenture
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SBA may redeem the Notes, in whole or in part, at any time on or after
The Notes are SBA's senior unsecured obligations and are not guaranteed by any of its subsidiaries. The Notes rank equally in right of payment with SBA's existing and future senior unsecured debt, and senior in right of payment to SBA's future subordinated debt, if any. The Notes are effectively subordinated to any of SBA's existing and future secured debt to the extent of the value of the assets securing such debt. In addition, the Notes are structurally subordinated to all existing and future debt and other liabilities of SBA's subsidiaries.
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If SBA experiences a Change of Control and a Ratings Decline (each as defined in the Indenture), each holder of the Notes will have the right to require SBA to repurchase all or any part, of such holder's Notes at a repurchase price equal to 101% of the aggregate principal amount of any Notes repurchased plus accrued and unpaid interest, if any, and additional interest, if any, to the repurchase date.
The Indenture provides that each of the following is an Event of Default (as
defined in the Indenture) with respect to the Notes: (1) default for 30 days in
the payment when due of interest, or additional interest, if any, with respect
to the Notes; (2) default in payment when due of the principal of or premium, if
any, on the Notes; (3) failure by SBA or any of the Restricted Subsidiaries (as
defined in the Indenture) to comply with covenants relating to a merger,
consolidation or a sale of assets, as described in the Indenture, or failure by
SBA to consummate a Change of Control Offer or Asset Sale Offer (each as defined
in the Indenture) in accordance with the provisions of the Indenture applicable
to the offers; (4) subject to a notice requirement and a cure period, failure by
SBA or any of the Restricted Subsidiaries to perform any other covenant in the
Indenture, other than a covenant specified in clauses (1), (2) or (3) above,
that continues for 60 days (or 120 days in the case of a failure to comply with
the reporting obligations described in the Indenture) after notice to comply;
(5) default under any Indebtedness (as defined in the Indenture) for money
borrowed by SBA or any of its Significant Subsidiaries (as defined in the
Indenture), or the payment of which is guaranteed by SBA or any of its
Significant Subsidiaries, whether such Indebtedness or guarantee now exists or
is created after
If any Event of Default occurs and is continuing, the trustee under the Indenture or the holders of at least 25% in aggregate principal amount of the then outstanding Notes and the trustee may, and the trustee at the request of such holders will, declare all the Notes to be due and payable immediately. If certain bankruptcy and insolvency Events of Default specified in the Indenture occur with respect to SBA, all outstanding Notes will become due and payable without any other act on the part of the trustee or the holders.
The Indenture contains customary covenants, including restrictions on SBA's ability to incur indebtedness, or liens securing indebtedness, merge, . . .
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.32 Indenture, dated as ofJanuary 29, 2021 , betweenSBA Communications Corporation andU.S. Bank National Association . 4.33 Form of 3.125% Senior Notes due 2029 (included in Exhibit 4.32). 10.2 Purchase Agreement, datedJanuary 14, 2021 , betweenSBA Communications Corporation andJ.P. Morgan Securities LLC , as representative of the several initial purchasers listed on Schedule 1 thereto. 10.3 Registration Rights Agreement, datedJanuary 29, 2021 , betweenSBA Communications Corporation andJ.P. Morgan Securities LLC , as representative of the several initial purchasers listed on Schedule 1 thereto. 99.1 Press release issued bySBA Communications Corporation onJanuary 14, 2021 . 99.2 Press release issued bySBA Communications Corporation onJanuary 14, 2021 . 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).
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