SBAC 8-K Current Reports

Sba Communications 8-K Report, Financial Results (Nov 2, 2026)

SBA Communications Corporation reported third-quarter 2026 results on November 2, 2026, with net income attributable to SBA of $231.3 million, or $2.19 per share, and AFFO per share of $3.19. Site leasing revenue rose to $665.4 million from $656.4 million in the prior-year quarter, while site development revenue fell to $48.5 million from $75.9 million. Adjusted EBITDA was $488.1 million versus $493.3 million a year earlier, and AFFO was $337.3 million versus $354.9 million. International site leasing revenue grew to $211.0 million from $186.2 million, while domestic site leasing revenue declined to $454.4 million from $470.2 million. The company repurchased 1.7 million shares for $300.0 million during the quarter and, after quarter end, had $0.8 billion of authorization remaining under its $1.5 billion repurchase plan. It also established a $2.5 billion commercial paper program, sold its towers in Chile and Ecuador, and agreed to sell its towers in Peru, with that closing expected in the fourth quarter of 2026. Total debt stood at $13.0 billion at quarter end, with a Net Debt leverage ratio of 6.4x and a Net Secured Debt ratio of 3.1x. The company declared a quarterly dividend of $1.25 per share, payable December 10, 2026. For full year 2026, SBA updated its outlook, now projecting site leasing revenue of $2,643.0 million to $2,658.0 million, Adjusted EBITDA of $1,918.0 million to $1,928.0 million, and AFFO per share of $12.15 to $12.37. Compared with the August 3, 2026 outlook, the midpoint of site leasing revenue was lowered by $13.0 million, and AFFO was raised by $2.0 million at the midpoint, with the Chile and Ecuador sales cited as a negative factor on several lines.

Nov 2, 2026 8-K

Financial Events

Sba Communications 8-K Report, Financial Obligation (Sep 25, 2026)

SBA Communications Corporation (SBAC) established a commercial paper program on September 25, 2026, under which it may issue short-term, unsecured commercial paper notes with an aggregate principal amount outstanding at any one time not to exceed $2.5 billion. Amounts under the program may be borrowed, repaid and reborrowed, and maturities will not exceed 397 days from the date of issue. The company states that proceeds will be used for general corporate purposes. The notes will be sold on customary terms in the U.S. commercial paper market on a private placement basis, under the Section 4(a)(2) exemption from Securities Act registration. One or more dealers will act under the program, and a national bank will serve as issuing and paying agent. The notes will rank pari passu with the company's other unsecured, unsubordinated indebtedness, effectively rank junior to secured indebtedness to the extent of the value of the collateral, and be structurally subordinated to all liabilities of the company's subsidiaries, including secured tower revenue notes. The filing is primarily a financing-facility disclosure under Item 2.03 and includes standard forward-looking statement cautions referencing the company's Form 10-K and Form 10-Q filings.

Sep 25, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Sba Communications 8-K Report, Financial Results (Aug 3, 2026)

SBA Communications Corporation (Nasdaq: SBAC) reported results for the second quarter ended June 30, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. Site leasing revenue was $663.9 million, up 5.1% from $631.8 million a year earlier (3.0% excluding FX), while net income attributable to SBA was $198.8 million, or $1.87 per diluted share. Adjusted EBITDA was $483.8 million and AFFO per share was $3.05, compared with $3.17 in the prior-year quarter. Tower cash flow rose to $524.9 million, and the company ended the quarter with net debt to annualized Adjusted EBITDA leverage of 6.4x. The company updated its full-year 2026 outlook, now projecting site leasing revenue of $2,651.0 million to $2,676.0 million, Adjusted EBITDA of $1,920.0 million to $1,940.0 million, and AFFO per share of $11.95 to $12.40. Management said it expects the increase in outlook for AFFO and revenue to be driven in part by new tower construction in Central America. The company also declared a quarterly cash dividend of $1.25 per share, payable September 17, 2026, to holders of record on August 20, 2026. Subsequent to quarter end, SBA completed its inaugural $3.5 billion of unsecured senior notes, used the proceeds to repay the $1.0 billion revolving credit facility and the $2.2 billion 2024 Term Loan, and entered into a new $2.5 billion unsecured revolving credit facility maturing July 23, 2031. Management noted that S&P upgraded the company to BBB and that $1.1 billion remained authorized under its stock repurchase plan.

Aug 3, 2026 8-K

Sba Communications 8-K Report, Material Agreement (Jul 24, 2026)

On July 23, 2026, SBA Communications Corporation closed its public offering of $3.5 billion aggregate principal amount of senior unsecured notes, consisting of $1.35 billion of 4.875% Senior Notes due 2030, $1.35 billion of 5.150% Senior Notes due 2031, and $800.0 million of 5.450% Senior Notes due 2033. The company used the net proceeds to repay in full its senior secured term loan and all outstanding borrowings under its senior secured revolving credit facility, with any remaining proceeds earmarked for general corporate purposes. The notes are senior unsecured obligations of the company but are structurally subordinated to all liabilities of SBA Telecommunications LLC and its subsidiaries, which do not guarantee them. Concurrently, the company entered into a new senior unsecured credit agreement with Wells Fargo Bank, National Association, as administrative agent, providing a $2.5 billion revolving credit facility maturing July 23, 2031, with an accordion feature of up to $1.0 billion. The agreement requires a Consolidated Total Net Leverage Ratio not exceeding 7.50 to 1.00 (or up to 8.00 to 1.00 for four quarters after certain qualified acquisitions) and a Consolidated Senior Secured Leverage Ratio not exceeding 3.50 to 1.00. SBA Senior Finance II LLC, a wholly-owned subsidiary, terminated its prior $2.0 billion revolver and $2.3 billion seven-year senior secured term loan agreement, which were repaid in full from the offering proceeds. The refinancing shifts the company's debt from secured to unsecured obligations, with the notes and new credit facility both unsecured. Investors should note the structural subordination of the notes to subsidiary-level debt and the covenants limiting liens, mergers, and certain restricted payments.

Jul 24, 2026 8-K

Other EventsExhibits & Filings

Sba Communications 8-K Report, Corporate Update (Jul 23, 2026)

SBA Communications Corporation filed this Current Report on Form 8-K under Item 8.01 (Other Events) to file the legal opinion of Greenberg Traurig, P.A. regarding the legality of the securities offered under its prospectus supplement. The prospectus supplement, filed July 14, 2026 under the Company's automatic shelf registration statement on Form S-3 (Registration No. 333-277527), covered three series of senior notes: $1,350,000,000 aggregate principal amount of 4.875% Senior Notes due 2030, $1,350,000,000 aggregate principal amount of 5.150% Senior Notes due 2031, and $800,000,000 aggregate principal amount of 5.450% Senior Notes due 2033. The offering closed on July 23, 2026. The filing states that it was made solely to file the legal opinion, which is attached as Exhibit 5.1, and it contains no other financial results, operating updates, or management commentary. Exhibit 23.1 is the consent of Greenberg Traurig, P.A., included within Exhibit 5.1, and Exhibit 104 is the cover page Interactive Data File. For investors, the key takeaway is the completion of the debt financing. The notes total $3.5 billion in aggregate principal across the three tranches, with maturities in 2030, 2031 and 2033, and the filing provides the legal basis for the issuance.

Jul 23, 2026 8-K

Material AgreementsExhibits & Filings

Sba Communications 8-K Report, Material Agreement (Jul 15, 2026)

SBA Communications Corporation entered into an underwriting agreement on July 14, 2026 with Morgan Stanley & Co. LLC, Barclays Capital Inc., Wells Fargo Securities, LLC and Goldman Sachs & Co. LLC, as Representatives for the several Underwriters, to issue and sell three series of senior notes in a registered public offering under its Form S-3 shelf registration (File No. 333-277527). The offering consists of $1,350,000,000 of 4.875% Senior Notes due 2030, $1,350,000,000 of 5.150% Senior Notes due 2031, and $800,000,000 of 5.450% Senior Notes due 2033, for total aggregate principal of $3.5 billion. The Company intends to use the net proceeds to repay in full its senior secured term loan maturing January 25, 2031, and to repay in full outstanding borrowings under its senior secured revolving credit facility maturing January 25, 2029. These borrowings are under the Third Amended and Restated Credit Agreement dated January 25, 2024, among SBA Senior Finance II LLC, the lenders party thereto, and Toronto Dominion (Texas) LLC, as administrative agent. The filing also discloses that each Underwriter, or its affiliates, has previously provided financial, advisory, investment banking and other services to the Company, including acting as lender under the Senior Credit Agreement and as book runner or initial purchaser for prior debt offerings. The filing's forward-looking statements caution that results may differ materially from expectations.

Jul 15, 2026 8-K

Sba Communications 8-K Report, Shareholder Vote Results (May 22, 2026)

SBA Communications Corporation held its 2026 Annual Meeting of Shareholders on May 22, 2026. Shareholders voted on three proposals: the election of three Class III director nominees, an advisory vote on the compensation of the named executive officers, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026. All three director nominees, Steven E. Bernstein, Laurie Bowen, and Amy E. Wilson, received more votes For than Against in their elections, and each will serve a term expiring at the 2029 Annual Meeting of Shareholders. Bowen received the most Against votes (10,682,153) and Abstain votes (1,509,788) of the three nominees. Shareholders approved, on an advisory basis, the compensation of the Company's named executive officers, with 88,353,112 votes For and 5,586,172 Against. Shareholders also approved the ratification of Ernst & Young LLP, with 91,422,274 votes For and 6,600,498 Against.

May 22, 2026 8-K

Sba Communications 8-K Report, Financial Results (Apr 29, 2026)

SBA Communications Corporation reported first quarter 2026 results on April 29, 2026, with net income attributable to SBA of $184.8 million, or $1.74 per diluted share, compared with $220.7 million, or $2.04 per diluted share, in the prior-year quarter. Site leasing revenue rose to $656.1 million from $616.2 million, and Adjusted EBITDA increased to $475.4 million from $457.3 million. AFFO per share was $3.03 versus $3.18 a year earlier. The company noted that the quarter included a $10.1 million net-of-tax currency remeasurement gain, versus $36.0 million in the prior-year quarter, and that the full removal of EchoStar revenue took effect at the start of 2026. International site leasing revenue grew 32.6% reported, while domestic site leasing revenue declined 2.3%. SBA raised its full year 2026 outlook across its key metrics. Site leasing revenue is now projected at $2,649.0 million to $2,674.0 million, up $24.0 million at the midpoint from the February 26, 2026 outlook, and AFFO per share is projected at $11.93 to $12.38, up $0.09 at the midpoint. Much of the increase reflects favorable foreign exchange movement, as the company's FX-excluded change was smaller. The outlook assumes Brazilian Reais, Tanzanian Shillings and South African Rand exchange rates of 5.05, 2,560 and 16.40 per U.S. dollar, respectively. The balance sheet ended the quarter with total debt of $13.0 billion, net debt of $12.6 billion, and a Net Debt to Annualized Adjusted EBITDA leverage ratio of 6.6x, within the company's stated 6.0x to 7.0x target range. The company declared a quarterly cash dividend of $1.25 per share, payable June 17, 2026 to holders of record on May 22, 2026. Management stated that this dividend represents approximately 41% of 2026 AFFO outlook. In the quarter, SBA repaid $750.0 million of 2020-1C Tower Securities using Revolving Credit Facility borrowings, and $1.1 billion was outstanding under the $2.0 billion revolver as of the release date.

Apr 29, 2026 8-K

Leadership Changes

Sba Communications 8-K Report, Executive Changes (Mar 27, 2026)

SBA Communications Corporation filed this Form 8-K dated March 27, 2026, reporting an event of March 24, 2026 under Item 5.02 (Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing discloses that Mark Ciarfella, Executive Vice President, U.S. Operations, provided notice on March 24, 2026 of his intent to retire from his current title and roles at the Company and all its subsidiaries, effective December 31, 2026. The filing states that Mr. Ciarfella will remain as a non-executive employee through March 7, 2027 to further support the transition of his role and responsibilities. The filing does not name a successor or describe any compensation arrangements tied to the retirement. For investors, the filing is a leadership-transition notice covering the head of U.S. Operations. Its significance depends on how the company plans to fill the role, which the filing does not address.

Mar 27, 2026 8-K

Sba Communications 8-K Report, Financial Results (Feb 26, 2026)

SBA Communications Corporation reported fourth-quarter and full-year 2025 results on February 26, 2026, and issued initial full-year 2026 guidance alongside a quarterly cash dividend of $1.25 per share, about a 13% increase over the prior-year fourth-quarter dividend. Fourth-quarter net income was $370.4 million, or $3.47 per diluted share, which included a $226.3 million gain on the sale of substantially all of the company's Canadian operations. Site leasing revenue was $666.2 million, up 3.1% year over year (1.6% excluding foreign exchange), while Adjusted EBITDA was $486.0 million, down 0.7%, and AFFO per share was $3.19, down 8.1%. The 2026 outlook projects site leasing revenue of $2,625.0 million to $2,650.0 million, Adjusted EBITDA of $1,912.0 million to $1,932.0 million, and AFFO per share of $11.84 to $12.29. The company states that the outlook fully removes all contracted revenue from EchoStar, which it says is in dispute and unpaid, though it intends to pursue its contractual rights. The dividend is described as representing approximately 41% of 2026 AFFO outlook. Capital allocation included acquisitions of 2,026 sites in the quarter, mostly from the Millicom transaction in Central America, and repurchases of 1.1 million shares for $213.0 million during the quarter. As of December 31, 2025, the company reported total debt of $13.0 billion, Net Debt of $12.5 billion, and a leverage ratio of 6.4x, with 46,328 sites owned or operated.

Feb 26, 2026 8-K

Sba Communications 8-K Report, Financial Results (Nov 3, 2025)

SBA Communications Corporation reported third quarter 2025 results on November 3, 2025, with net income of $240.4 million, or $2.20 per diluted share, compared with $255.9 million, or $2.40 per diluted share, in the third quarter of 2024. Site leasing revenue rose to $656.4 million from $625.7 million, and Adjusted EBITDA increased to $493.3 million from $472.6 million. AFFO was $354.9 million, or $3.30 per share, versus $358.3 million, or $3.32 per share, a year earlier. The filing notes that a $25.5 million currency-related gain on intercompany loans contributed to net income in the quarter. The company lowered its full year 2025 outlook, citing the timing of the Canadian tower sale and the final Millicom site closings, which closed in October rather than the assumed dates. Site leasing revenue is now expected at $2,568.0 million to $2,578.0 million, Adjusted EBITDA at $1,909.0 million to $1,919.0 million, and AFFO per share at $12.76 to $12.98. Management also revised its target leverage range to 6.0x to 7.0x net debt to LQA Adjusted EBITDA, and reported a Net Debt to Annualized Adjusted EBITDA leverage ratio of 6.2x at quarter end. Capital returns continued during the quarter. The company repurchased 748 thousand Class A shares for $154.1 million, has $1.3 billion of authorization remaining, and declared a quarterly cash dividend of $1.11 per share payable December 11, 2025. The filing also highlights a new long-term master lease agreement with Verizon and the closing of the Canadian tower sale for CAD$446.0 million on October 15, 2025.

Nov 3, 2025 8-K

Sba Communications 8-K Report, Financial Results (Aug 4, 2025)

SBA Communications Corporation reported second quarter 2025 results on August 4, 2025, and raised its full year 2025 outlook across its key financial metrics. Net income was $225.7 million, or $2.09 per diluted share, compared with $159.5 million, or $1.51 per share, in the prior-year quarter. AFFO per share was $3.17, versus $3.29 a year earlier, and Adjusted EBITDA rose to $475.5 million from $467.1 million. Site leasing revenue was $631.8 million, up from $626.5 million, and site development revenue was $67.2 million, up from $34.0 million. The company closed on 4,323 sites from the Millicom acquisition during the quarter, ahead of its prior projected timeframe. Full year 2025 guidance was increased. Site leasing revenue is now expected at $2,565.0 million to $2,590.0 million, Adjusted EBITDA at $1,908.0 million to $1,928.0 million, and AFFO per share at $12.65 to $13.02. The outlook assumes the remaining approximately 2,500 Millicom sites close around September 1, 2025, and it excludes the pending sale of the company's 369 Canadian towers for CAD$446.0 million, which is expected to close in the fourth quarter of 2025. Net debt to annualized Adjusted EBITDA leverage was 6.5x at quarter end, or 6.3x on a pro forma basis including a full quarter of Millicom Adjusted EBITDA. The company also declared a quarterly cash dividend of $1.11 per Class A share, payable September 18, 2025 to holders of record on August 21, 2025. During the quarter it repurchased 618 thousand shares for $130.7 million, and it had $35.0 million outstanding under its $2.0 billion revolving credit facility as of the release date.

Aug 4, 2025 8-K

Sba Communications 8-K Report, Shareholder Vote Results (May 23, 2025)

SBA Communications Corporation held its 2025 Annual Meeting of Shareholders on May 23, 2025, where shareholders voted on three proposals. Shareholders elected three Class II director nominees, Kevin L. Beebe, Jack Langer, and Jeffrey A. Stoops, to terms expiring at the 2028 Annual Meeting. Beebe received 90,780,910 votes for, 6,960,797 against, 43,713 abstentions, and 2,941,763 broker non-votes. Langer received 87,766,476 for and 9,975,129 against, and Stoops received 88,307,804 for and 9,434,801 against. Shareholders also approved the ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2025, with 95,304,308 votes for, 5,380,685 against, and 42,190 abstentions. In a non-binding advisory vote, shareholders approved the compensation of the Company's named executive officers, with 92,881,987 votes for, 4,715,401 against, 188,032 abstentions, and 2,941,763 broker non-votes. The filing reports only the voting results. It does not describe any changes to governance, compensation plans, or auditor relationships beyond these shareholder votes.

May 23, 2025 8-K

Sba Communications 8-K Report, Financial Results (Apr 28, 2025)

SBA Communications Corporation reported first quarter 2025 results on April 28, 2025, with net income of $189.0 million, or $1.77 per diluted share, compared with $154.5 million, or $1.42 per diluted share, in the prior year period. Site leasing revenue was $616.2 million, down 1.9% as reported but up 0.6% excluding foreign exchange. Adjusted EBITDA was $457.3 million and AFFO per share was $3.18, versus $3.29 a year earlier. The company noted that net income included a $36.0 million after-tax gain from currency remeasurement of intercompany loans. Management characterized the quarter as positive, citing growth in U.S. carrier leasing activity and backlog, and an earlier-than-expected closing of 321 sites from the pending Millicom acquisition. The company raised its full-year 2025 outlook. Total revenues are now guided to $2,716.0 million to $2,761.0 million, and AFFO per share to $12.53 to $12.90. Each key metric's midpoint was raised relative to the February 24, 2025 outlook, with AFFO per share up $0.14 at the midpoint. The outlook assumes that only sites already under contract close in 2025, and that the remaining Millicom sites close on or around September 1, 2025. It also excludes any future share repurchases or new debt financings. Capital allocation and balance sheet items were also significant. SBA repurchased 583 thousand shares for $122.9 million after quarter end and the Board authorized a new $1.5 billion repurchase plan on April 27, 2025. At March 31, 2025, total debt was $12.5 billion and the net debt to annualized Adjusted EBITDA leverage ratio was 6.4x. The company stated it has no debt maturities remaining in 2025 and no amount outstanding under its $2.0 billion revolving credit facility. The Board also declared a quarterly dividend of $1.11 per Class A share, payable June 17, 2025 to holders of record on May 22, 2025.

Apr 28, 2025 8-K

Sba Communications 8-K Report, Financial Results (Feb 24, 2025)

SBA Communications Corporation reported fourth quarter 2024 results on February 24, 2025, with net income of $178.8 million, or $1.61 per share, compared with $109.5 million, or $1.01 per share, in the prior-year quarter. Site leasing revenue was $646.3 million, up from $636.1 million, and Adjusted EBITDA was $489.3 million. AFFO per share was $3.47, and the company stated its Net Debt to Annualized Adjusted EBITDA leverage ratio of 6.1x was the lowest in its history. Management cited continued US carrier activity, with the highest year-end backlogs of the year for both leasing and services. The company also issued initial full year 2025 guidance, projecting site leasing revenue of $2,530.0 million to $2,555.0 million, Adjusted EBITDA of $1,885.0 million to $1,905.0 million, and AFFO of $1,345.0 million to $1,385.0 million, or $12.40 to $12.76 per share. The outlook assumes the Millicom acquisition closes on an estimated date of September 1, 2025, and it excludes any additional stock repurchases or new debt financings. The company also declared a quarterly dividend of $1.11 per share, an increase of approximately 13% over the prior dividend, payable March 27, 2025. Management stated the annual dividend represents approximately 35% of 2025 outlook AFFO. Subsequent to year-end, SBA sold its Philippines towers on January 10, 2025, and entered into an agreement on February 20, 2025 to sell its Colombia towers, expected to close by the end of the first quarter of 2025. At year-end the company reported $13.7 billion of total debt and $12.0 billion of Net Debt, with no amount outstanding under its $2.0 billion Revolving Credit Facility as of the release date, and it noted no remaining debt maturities in 2025.

Feb 24, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Sba Communications 8-K Report, Financial Results (Oct 28, 2024)

SBA Communications Corporation reported third-quarter 2024 results for the quarter ended September 30, 2024, with net income of $255.9 million, or $2.40 per share, compared with $85.4 million, or $0.80 per share, in the prior-year quarter. The results included a $16.2 million after-tax gain on currency-related remeasurement of intercompany loans. Total revenues were $667.6 million versus $682.5 million, site leasing revenue was $625.7 million, and Adjusted EBITDA was $472.6 million, with AFFO per share of $3.32 compared with $3.34. The company also raised its full year 2024 outlook across all key metrics, including total revenues of $2.66 billion to $2.68 billion and AFFO per share of $13.20 to $13.45, and declared a quarterly cash dividend of $0.98 per share. The company agreed to purchase over 7,000 communication sites in Central America from Millicom International Cellular S.A. for approximately $975.0 million in cash, with closing expected sometime in 2025. The sites are expected to produce approximately $129.0 million of revenues and $89.0 million of tower cash flow in their first full year after closing, and Millicom will sign 15-year master lease agreements to lease back space on the acquired sites. The filing also describes a seven-year exclusivity right to build up to 2,500 build-to-suit sites in Central America for Millicom. On the balance sheet, the company reported $12.4 billion of total debt, $12.1 billion of Net Debt, and leverage of 6.4x Net Debt to Annualized Adjusted EBITDA (4.8x on a secured basis). During the quarter it issued $2.07 billion of Tower Securities at a blended effective rate of 4.778%, repriced its Term Loan B by 25 basis points, and entered into a forward-starting swap that, together with a November 2023 swap, effectively fixes one-month Term SOFR at a blended 3.415% from March 31, 2025 to April 11, 2028. No shares were repurchased in the quarter, and $204.7 million of repurchase authorization remained.

Oct 28, 2024 8-K

Sba Communications 8-K Report, Material Agreement (Oct 11, 2024)

On October 11, 2024, SBA Communications Corporation (SBAC) subsidiary SBA Senior Finance, LLC completed the issuance of new Secured Tower Revenue Securities through SBA Tower Trust. The offering included $1.45 billion of Series 2024-1C securities (4.831% coupon, anticipated repayment date October 2029), $620.0 million of Series 2024-2C securities (5.115% coupon, anticipated repayment date October 2027, effective rate of 4.654% after a Treasury Rate Lock entered September 10, 2024), and $108.7 million of Series 2024-1R securities (6.252% coupon) retained by SBA Guarantor LLC to satisfy risk retention rules. Net proceeds were approximately $2.057 billion after discounts and expenses. Proceeds are being used to repay the $620.0 million Series 2014-2C securities with accrued interest, pay transaction fees and expenses, and make a cash distribution to SBA Guarantor that may be used for general corporate purposes, including repaying corporate debt. A portion is held in a segregated account to repay the Series 2019-1C ($1.165 billion) and 2019-1R ($61.4 million) securities on the January 2025 distribution date. Under an Eleventh Loan and Security Agreement Supplement, the underlying mortgage loan increased by $2.18 billion (a net $332.3 million after the repayments), bringing the aggregate loan to $8.8 billion, secured by approximately 9,523 tower sites. The new securities carry prepayment provisions and step-up interest terms if not repaid by the anticipated repayment date. Certain initial purchasers and their affiliates have prior relationships with the company and may receive a share of proceeds used for repayments.

Oct 11, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Sba Communications 8-K Report, Material Agreement (Oct 3, 2024)

SBA Communications Corporation (SBAC) disclosed that on October 2, 2024, its wholly-owned subsidiary SBA Senior Finance II LLC (the Borrower) entered into a First Amendment to its Third Amended and Restated Credit Agreement, dated January 25, 2024, with the lenders party thereto and Toronto Dominion (Texas) LLC as administrative agent. The amendment, among other things, reduces the stated interest rate on the Initial Term Loans. Under the amended terms, the Term Loan bears interest, at the Borrower's election, at either the Base Rate plus 0.75% per annum or Term SOFR plus 1.75% per annum. The Borrower may prepay the Initial Term Loans without penalty, except that prepayments funded from the proceeds of certain financing or repricing transactions within six months of the amendment's effective date carry a prepayment fee of 1.0% of the principal prepaid. The filing states that all other material terms of the Senior Credit Agreement remained unchanged. The filing also notes that SBAC and certain affiliates have had prior commercial relationships with several of the lenders and arrangers, which have served as lenders, book runners, and initial purchasers for various series of Secured Tower Revenue Securities and Senior Notes. The amendment is filed as Exhibit 10.7E.

Oct 3, 2024 8-K

Material AgreementsFinancial Events

Sba Communications 8-K Report, Material Agreement (Sep 11, 2024)

SBA Communications Corporation disclosed in this Form 8-K that on September 10, 2024, its indirect subsidiary SBA Senior Finance, LLC entered into a Purchase Agreement under which SBA Tower Trust agreed to sell $1.45 billion aggregate principal amount of Secured Tower Revenue Securities, Series 2024-1, Subclass 2024-1C, to a group of initial purchasers led by Barclays Capital Inc. and Wells Fargo Securities, LLC. The 2024-1C securities carry an anticipated repayment date in October 2029, a final maturity in October 2054, and a 4.831% interest rate. The Company also expects the Trust to sell $620.0 million of Series 2024-2, Subclass 2024-2C securities to Wells Fargo Bank, N.A. (anticipated repayment date October 2027, final maturity October 2054, effective interest rate 4.654%). SBA Guarantor will also buy $108.7 million of Series 2024-1R securities to satisfy risk retention rules, bearing 6.252% interest. The Company expects closing on or about October 11, 2024. It intends to use the net proceeds to repay in full the Series 2014-2C ($620.0 million), Series 2019-1C ($1.165 billion) and Series 2019-1R ($61.4 million) Tower Securities, plus accrued and unpaid interest, to pay transaction fees and expenses, and to make a cash distribution to SBA Guarantor for further distribution to other Company entities for general corporate purposes, which may include repaying corporate debt. The filing also notes that the Initial Purchasers and their affiliates have previously provided financial, advisory and other services to the Company, including as lenders under its Senior Credit Agreement and revolving credit facility, as book runners or initial purchasers of prior Secured Tower Revenue Securities and Senior Notes, and some may hold the 2014-2C and 2019-1C securities being repaid and therefore receive a portion of the proceeds.

Sep 11, 2024 8-K

Sba Communications 8-K Report, Financial Results (Jul 29, 2024)

SBA Communications Corporation reported second-quarter 2024 results on July 29, 2024, and updated its full year 2024 outlook while declaring a quarterly cash dividend of $0.98 per share, payable September 18, 2024 to holders of record on August 22, 2024. Net income for the quarter was $159.5 million, or $1.51 per diluted share, compared with $202.0 million, or $1.87 per share, a year earlier; the filing attributes the decline to a $66.2 million after-tax loss on currency-related remeasurement of intercompany loans. Site leasing revenue was essentially flat at $626.5 million, while site development revenue fell to $34.0 million from $52.4 million. Adjusted EBITDA was $467.1 million and AFFO per share was $3.29, up 1.5% year over year. On the outlook, the company lowered its full year 2024 total revenue guidance to $2,642.0 million to $2,672.0 million, a change of $20.0 million at the midpoint from the April 29, 2024 outlook. Adjusted EBITDA guidance is $1,876.0 million to $1,896.0 million and AFFO per share guidance is $13.06 to $13.43. The outlook assumes no additional stock repurchases or new debt financings in 2024, other than the refinancing of the $620.0 million 2014-2C Tower Securities, which the company assumes will occur on September 1, 2024 at a fixed rate of 6.000%. Leverage ended the quarter at 6.4x net debt to annualized Adjusted EBITDA, with $12.4 billion of total debt and $309.4 million of cash and short-term investments. The company had $30.0 million drawn on its $2.0 billion revolving credit facility as of the release date. Management said it expects to continue a balanced approach to capital allocation while retaining flexibility for value-enhancing investments.

Jul 29, 2024 8-K

Sba Communications 8-K Report, Executive Changes (Jul 10, 2024)

SBA Communications Corporation filed this Current Report on Form 8-K dated July 10, 2024 under Item 5.02, reporting a leadership transition in its accounting function. Brian D. Lazarus, Senior Vice President and Chief Accounting Officer, provided notice on July 8, 2024 of his intent to resign from his current title and roles at the Company and all its subsidiaries effective December 31, 2024, ending an 18-year tenure with the Company as he retires. The Company has appointed Saul Kredi, 55, as Vice President and Chief Accounting Officer effective January 1, 2025. Mr. Kredi joined the Company in November 2014 as Corporate Controller and was promoted to Vice President, Corporate Controller in February 2024. Before SBA, he spent fourteen years in accounting leadership roles at ACS Infrastructure Development, Inc., American Media, Inc., and The Hackett Group, Inc., and seven years at Deloitte. The filing states there is no arrangement or understanding under which he was appointed, no family relationships with directors or executive officers, and he is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K. For investors, this is a planned, internally sourced succession with a long transition runway, since the change takes effect six months after notice. The filing contains no financial results, guidance, or other operational information. Item 9.01 lists only the Inline XBRL cover page interactive data file as an exhibit.

Jul 10, 2024 8-K

Sba Communications 8-K Report, Shareholder Vote Results (May 24, 2024)

On May 23, 2024, SBA Communications Corporation held its 2024 Annual Meeting of Shareholders, where shareholders voted on three proposals: the election of four Class I director nominees, ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2024, and an advisory vote on the compensation of the named executive officers. Shareholders voted in favor of electing Brendan T. Cavanagh, Mary S. Chan, Jay L. Johnson, and George R. Krouse, Jr. as Class I directors, each for a term expiring at the 2027 Annual Meeting. Support varied across nominees. Cavanagh received 90,491,304 votes for and 1,307,158 against, while Krouse received 80,346,229 votes for and 11,399,968 against, the highest opposition count among the nominees. Chan received 82,357,787 votes for and 9,440,395 against, and Johnson received 86,030,020 votes for and 5,766,099 against. Shareholders approved the ratification of Ernst & Young LLP, with 91,038,992 votes for, 5,387,659 against, and 21,196 abstaining. They also approved, on an advisory basis, the compensation of the named executive officers, with 88,158,433 votes for, 3,579,793 against, 84,593 abstaining, and 4,625,028 broker non-votes.

May 24, 2024 8-K

Sba Communications 8-K Report, Financial Results (Apr 29, 2024)

SBA Communications Corporation reported first quarter 2024 results on April 29, 2024, with net income of $154.5 million, or $1.42 per diluted share, compared with $100.6 million, or $0.93 per share, in the prior year period. Site leasing revenue rose to $628.3 million from $617.3 million, while total revenues declined to $657.9 million from $675.5 million, mainly because site development revenue fell to $29.6 million from $58.2 million. Adjusted EBITDA was $465.4 million, up 1.3%, and AFFO per share was $3.29, up 5.1%. The filing notes that Net income included a $93.0 million non-cash benefit, net of taxes, from the revision of estimated useful lives of towers and certain intangible assets, and a $28.5 million loss, net of taxes, on currency-related remeasurement of intercompany loans. The company refinanced its debt structure during the quarter, issuing a $2.3 billion senior secured Term Loan B maturing January 25, 2031 at a current average blended rate of 2.85% including an interest rate swap, and increasing and extending its revolving credit facility to $2.0 billion with a maturity of January 25, 2029. As of March 31, 2024, total debt was $12.4 billion, with a Net Debt leverage ratio of 6.5x on annualized Adjusted EBITDA. The company repurchased 0.9 million shares for $200.0 million at an average price of $213.85 under its $1.0 billion repurchase plan, leaving $204.7 million of authorization remaining. SBA updated its full year 2024 outlook, with AFFO now projected at $1,415.0 million to $1,455.0 million, or $13.09 to $13.46 per share, and Adjusted EBITDA at $1,889.0 million to $1,909.0 million. Site leasing revenue guidance was lowered to $2,517.0 million to $2,537.0 million. The company also declared a quarterly cash dividend of $0.98 per share, payable June 19, 2024 to holders of record on May 23, 2024.

Apr 29, 2024 8-K

Sba Communications 8-K Report, Financial Results (Feb 26, 2024)

SBA Communications Corporation reported fourth quarter and full year 2023 results on February 26, 2024, and provided initial full year 2024 Outlook and declared a quarterly cash dividend of $0.98 per share, an increase of approximately 15% over the dividend paid in the fourth quarter. Fourth quarter net income was $109.5 million, or $1.01 per share, which included a $28.3 million gain, net of taxes, on currency-related remeasurement of intercompany loans. Site leasing revenue rose 4.3% to $636.1 million, Tower Cash Flow rose 5.4% to $512.2 million, Adjusted EBITDA rose 4.3% to $480.7 million, and AFFO per share rose 8.0% to $3.37. Site development revenue fell 49.1% to $39.0 million. The company ended 2023 with $12.4 billion of total debt and a net debt to Annualized Adjusted EBITDA leverage ratio of 6.3x. After quarter end it issued a new $2.3 billion senior secured Term Loan B maturing in 2031 at a blended rate of 2.85% including a swap, used to retire its 2018 Term Loan, and increased and extended its revolving credit facility, which was later expanded to $2.00 billion. The company's 2024 Outlook projects AFFO of $1.433 billion to $1.473 billion and AFFO per share of $13.15 to $13.51, and assumes the refinancing of $620.0 million of 2014-2C Tower Securities on July 1, 2024 at a fixed rate of 6.000%. Management highlighted that domestic carrier activity was low by historical standards during 2023 but that 5G-related upgrades and Fixed Wireless Access demand continue to support future organic leasing growth. The company also noted that the dividend represents less than 30% of its 2024 AFFO outlook, leaving capital for portfolio growth and stock repurchases. No stock repurchases were made in the fourth quarter, and $404.7 million of authorization remained under the $1.0 billion plan.

Feb 26, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Sba Communications 8-K Report, Executive Changes (Feb 2, 2024)

On February 2, 2024, SBA Communications Corporation disclosed under Item 5.02 that Jason Silberstein, Executive Vice President, Site Leasing, has given notice of his intent to retire from his current title and roles at the Company and all its subsidiaries effective August 1, 2024. He will remain a non-executive employee through September 30, 2024 to support the transition of his role and responsibilities. The accompanying press release (Exhibit 99.1) describes the retirement as the end of a career the company describes as 30 years long with SBA. The company named Donald Day, Senior Vice President, Services, as Mr. Silberstein's successor, effective August 1, 2024. Mr. Day has been with SBA for 13 years and currently oversees all of its U.S. services operations. Nichole Thomas, currently Vice President, Site Development Services, will move into the role Mr. Day is vacating, also effective August 1, 2024. Ms. Thomas joined SBA in June 2023 and brings more than 25 years of telecommunications industry experience. The filing is a leadership succession announcement rather than a financial disclosure. No financial results, guidance, or financial figures are reported. CEO Brendan Cavanagh said the succession process positions the company for a seamless transition and that growth, customer service and value creation are expected to continue uninterrupted.

Feb 2, 2024 8-K

Sba Communications 8-K Report, Material Agreement (Jan 25, 2024)

On January 25, 2024, SBA Senior Finance II LLC, a wholly-owned subsidiary of SBA Communications Corporation (SBAC), entered into a Third Amended and Restated Credit Agreement with SBAC and related subsidiaries as guarantors, a syndicate of lenders, and Toronto Dominion (Texas) LLC as administrative agent. The agreement increased the revolving credit commitments from $1.5 billion to $1.75 billion and extended the revolver's maturity from July 7, 2026 to January 25, 2029. It also added provisions for Term SOFR as a benchmark rate and mechanics for a future benchmark transition. The agreement provides a new seven-year senior secured term loan of $2.3 billion, issued at 99.75% of par and maturing January 25, 2031. The company expects to use the proceeds to refinance the 2018 Term Loan and pay related fees and expenses. The term loan bears interest at the Base Rate plus 1.0% or Term SOFR plus 2.0%, with quarterly principal repayments of 0.25% of the initial principal beginning June 30, 2024. Prepayments are generally penalty-free, except for a 1.0% prepayment fee on certain refinancing or repricing transactions within six months of the effective date. Revolver borrowings bear interest at Term SOFR or the Eurodollar Rate plus a margin of 1.125% to 1.500%, or the Base Rate plus 0.125% to 0.500%, based on the leverage ratio. The sustainability-linked adjustments from the 2021 Refinancing Amendment are retained, allowing rate adjustments of up to 0.05% tied to tower lighting and renewable energy credit targets. The borrowings are guaranteed by SBAC and certain subsidiaries and secured by a first lien on the membership interests of SBA Telecommunications, LLC, SBA Senior Finance, LLC and SBA Senior Finance II, and on substantially all of the assets of SBA Senior Finance II and the subsidiary guarantors, excluding real property leasehold, easement and fee interests.

Jan 25, 2024 8-K

Leadership Changes

Sba Communications 8-K Report, Executive Changes (Dec 22, 2023)

SBA Communications Corporation disclosed in this Form 8-K, filed December 22, 2023, under Item 5.02, the appointment of Mr. Brendan Cavanagh to its Board of Directors, effective January 1, 2024. Mr. Cavanagh will serve as a Class I director until the 2024 Annual Meeting of Shareholders, when he will stand for re-election. The Board will expand to ten members upon his appointment. The appointment follows the previously announced CEO succession plan. Under that plan, Mr. Cavanagh will succeed Mr. Jeffrey Stoops as President and Chief Executive Officer, also effective January 1, 2024. Mr. Stoops has been appointed non-executive Chairman of the Board, effective the same date. The filing states that there is no arrangement or understanding between Mr. Cavanagh and any other person regarding his appointment, no family relationships with the Company's directors or executive officers, and no transaction requiring disclosure under Item 404(a) of Regulation S-K. Biographical information on Mr. Cavanagh is incorporated by reference to the Company's definitive proxy statement filed April 12, 2023.

Dec 22, 2023 8-K

Leadership ChangesRegulation FDExhibits & Filings

Sba Communications 8-K Report, Financial Results (Nov 2, 2023)

SBA Communications Corporation (Nasdaq: SBAC) reported third quarter 2023 results on November 2, 2023, in a press release furnished as Exhibit 99.1. Site leasing revenue was $637.5 million, up 8.5% from the prior year period (7.7% excluding foreign exchange), and total revenues were $682.6 million, up 1.0%. Net income was $85.4 million, or $0.80 per diluted share, down from $99.8 million, or $0.91 per share, a decline the company attributed partly to a $31.2 million after-tax loss on currency-related remeasurement of intercompany loans. Adjusted EBITDA rose 7.9% to $482.1 million, AFFO rose 7.3% to $364.1 million, and AFFO per share reached $3.34, up 7.7%. Management described US customers as less active in aggregate and international customers as more active than expected. The company raised several full year 2023 outlook items, including site leasing revenue of $2,510.0 million to $2,520.0 million, Tower Cash Flow of $2,011.0 million to $2,021.0 million, Adjusted EBITDA of $1,886.0 million to $1,896.0 million, and AFFO of $1,406.0 million to $1,430.0 million, with AFFO per share of $12.91 to $13.13. The outlook assumes only sites already under contract and excludes additional buybacks or new debt issuance in 2023. Site development revenue guidance was lowered to $195.0 million to $205.0 million. Capital allocation included $100.0 million of share repurchases at an average price of $197.89 and $404.7 million of remaining authorization, along with a quarterly cash dividend of $0.85 per share payable December 14, 2023. Leverage was 6.4x Net Debt to Annualized Adjusted EBITDA, with total debt of $12.6 billion and $285.0 million outstanding under the $1.5 billion revolving credit facility as of the release date.

Nov 2, 2023 8-K

Sba Communications 8-K Report, Executive Changes (Sep 13, 2023)

SBA Communications Corporation announced on September 13, 2023 that Marc Montagner has been appointed Executive Vice President & Chief Financial Officer, effective January 1, 2024, succeeding Brendan Cavanagh. The appointment follows the previously announced CEO succession plan under which Cavanagh, the current CFO, will succeed Jeffrey Stoops as President and Chief Executive Officer effective January 1, 2024. Montagner will join the company on October 17, 2023 as Executive Vice President - Finance before assuming the CFO role. Montagner, 62, has roughly 30 years of telecommunications and finance experience. He previously served as CFO of Endurance International Group Holdings (2015 to 2021) and LightSquared (2012 to 2015), and he currently sits on the board of Cogent Communications Holdings, Inc. and Intelsat. As CFO, he will oversee global corporate and operational financial and accounting functions, including financial planning, capital markets, investor relations, tax, audit, SEC reporting, and capital allocation decisions. His Offer Letter, entered into August 18, 2023, provides a base salary of $640,000 through December 31, 2024, a 100% annual bonus target beginning with fiscal 2024, a 2024 long-term equity incentive award valued at $2.8 million, a time-vested RSU award with a fair market value of $1.0 million vesting in thirds over three years, and a one-time $250,000 cash payment covering any 2023 bonus and relocation costs, subject to clawback if he leaves within 12 months.

Sep 13, 2023 8-K

Sba Communications 8-K Report, Financial Results (Jul 31, 2023)

SBA Communications Corporation reported second quarter 2023 results on July 31, 2023. Net income was $202.0 million, or $1.87 per diluted share, compared with $69.2 million, or $0.64 per share, in the prior year quarter. The filing notes that net income included a $27.8 million after-tax gain on currency-related remeasurement of U.S. dollar denominated intercompany loans. Site leasing revenue rose 7.9% to $626.1 million, with Tower Cash Flow of $503.5 million (up 9.6%) and Adjusted EBITDA of $471.7 million (up 7.8%). AFFO was $352.7 million, or $3.24 per share. Management cited a Net Debt to Annualized Adjusted EBITDA leverage ratio of 6.6x, described as the company's lowest in decades. The company raised its full year 2023 outlook for site leasing revenue (now $2,502.0 million to $2,522.0 million), Tower Cash Flow ($2,004.0 million to $2,024.0 million), Adjusted EBITDA ($1,878.0 million to $1,898.0 million) and AFFO ($1,396.0 million to $1,436.0 million). The outlook excludes additional unidentified acquisitions, stock repurchases, and new debt financings during 2023. Management also announced a new long-term master lease agreement with AT&T, intended to streamline AT&T's 5G and next-generation deployments across the U.S. tower portfolio. The Board declared a quarterly cash dividend of $0.85 per Class A share, payable September 20, 2023 to holders of record on August 24, 2023. As of the release date, $360.0 million was outstanding under the $1.5 billion Revolving Credit Facility, and $504.7 million remained under the repurchase authorization. Management noted that U.S. customers were somewhat less active than expected while international customers were somewhat more active.

Jul 31, 2023 8-K

Sba Communications 8-K Report, Shareholder Vote Results (May 25, 2023)

At its 2023 Annual Meeting of Shareholders, held May 25, 2023, SBA Communications Corporation's shareholders elected three Class III directors, Steven E. Bernstein, Laurie Bowen, and Amy E. Wilson, to terms expiring at the 2026 Annual Meeting. Bernstein received 80,380,376 votes for, 13,408,670 against, 76,743 abstentions, and 3,261,996 broker non-votes. Bowen received 93,706,917 votes for and 98,627 against, and Wilson received 93,706,498 for and 99,589 against. Shareholders also ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2023, with 92,680,820 votes for and 4,401,960 against. In a non-binding advisory vote, they approved the compensation of the named executive officers, with 89,265,959 votes for and 4,512,562 against. On the advisory frequency proposal, a one-year interval received 91,324,870 votes, compared with 103,092 for two years and 2,387,422 for three years. Based on this result, the Board determined that future advisory votes on executive compensation will be held annually until the next required frequency vote.

May 25, 2023 8-K

Sba Communications 8-K Report, Financial Results (May 1, 2023)

SBA Communications Corporation reported first quarter 2023 results on May 1, 2023, with site leasing revenue of $617.3 million, up 10.3% from the prior year period, and total revenues of $675.5 million compared to $619.8 million. Net income was $100.6 million, or $0.92 per diluted share, versus $188.3 million, or $1.72 per share, in the prior year. The filing states that the decline included a $27.4 million after-tax gain on currency remeasurement of intercompany loans in 2023, compared with a $72.9 million gain in 2022. Operating metrics were stronger: Adjusted EBITDA rose 8.4% to $459.3 million, AFFO rose 5.4% to $341.7 million, and AFFO per share rose 5.7% to $3.13. International site leasing segment operating profit grew 31.7%, and Tower Cash Flow increased 10.3%. Management raised its full year 2023 outlook for site leasing revenue to $2,481.0 million to $2,501.0 million, Adjusted EBITDA to $1,855.0 million to $1,875.0 million, and AFFO per share to $12.55 to $12.91. The company declared a quarterly cash dividend of $0.85 per share, payable June 21, 2023 to holders of record on May 26, 2023. Net debt was $12.7 billion, with a Net Debt to Annualized Adjusted EBITDA leverage ratio of 6.9x, and the company stated it has no refinancing obligations until October 2024. Net cash interest expense rose 23.3% to $98.4 million, and $504.7 million of repurchase authorization remained. The filing also notes that management expects continued 5G-related demand from US wireless carriers and cites risks including macroeconomic conditions, interest rates, foreign currency movements, and carrier consolidation, including Dish's ability to compete as a nationwide carrier.

May 1, 2023 8-K

Leadership Changes

Sba Communications 8-K Report, Executive Changes (Mar 31, 2023)

SBA Communications Corporation disclosed in this Form 8-K, filed March 31, 2023, that two directors will leave the Board by not standing for re-election at the 2023 Annual Meeting of Shareholders. Duncan H. Cocroft, a director since 2004, notified the Board on March 27, 2023 that he had decided to retire. Fidelma Russo, a director since 2020, notified the Board on March 28, 2023 that she would not stand for re-election in order to focus on her other commitments. The filing states that neither departure was due to any disagreement with the Company on its operations, policies or practices. The Company stated that these departures are part of the Board's ongoing succession planning and refreshment activities. It expects to nominate two independent director candidates for election at the 2023 Annual Meeting to replace the outgoing directors. The Board said its nominees will be consistent with its commitment to seeking diversity and balance across race, gender, geography, thought, viewpoints, backgrounds, skills, experience and expertise. The filing contains no financial results or operating metrics. For investors, the principal items are the planned board turnover at the 2023 annual meeting and the identity of the two replacement nominees, which the Company has not yet named in this filing.

Mar 31, 2023 8-K

Sba Communications 8-K Report, Financial Results (Feb 21, 2023)

SBA Communications Corporation reported fourth quarter and full year 2022 results on February 21, 2023. Total revenues for the fourth quarter were $686.1 million, up 15.3% from the prior year period, and net income was $102.6 million, or $0.94 per diluted share. Site leasing revenue rose 13.0% to $609.6 million, with international site leasing revenue of $156.7 million. Adjusted EBITDA was $460.7 million, a 12.6% increase, and AFFO per share was $3.12, up 11.0%. Fourth-quarter growth was driven largely by the acquisition of 2,632 international sites from Grupo TorreSur in Brazil for approximately $725.0 million in cash, and the company ended the year with 39,311 sites. Leverage and capital allocation were central to the announcement. SBA ended the quarter with $13.0 billion of total debt and a Net Debt to Annualized Adjusted EBITDA leverage ratio of 6.9x, and it refinanced the 2018-1C Tower Securities with $850.0 million of 6.599% 2022-1C Tower Securities, pushing the next scheduled debt maturity to October 2024. The board declared a quarterly dividend of $0.85 per share, an increase of approximately 20% over the prior quarterly dividend, payable March 24, 2023. The company did not repurchase shares in the fourth quarter and had $504.7 million of repurchase authorization remaining. For full year 2023, SBA guided to total revenues of $2,674.0 million to $2,714.0 million, Adjusted EBITDA of $1,845.0 million to $1,865.0 million, and AFFO per share of $12.46 to $12.83. The outlook includes only acquisitions already under contract and assumes no additional stock repurchases or new debt financings in 2023. Management also cited foreign currency assumptions that reduce the 2023 outlook by approximately $11.0 million for leasing revenue and $6.0 million for AFFO.

Feb 21, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Sba Communications 8-K Report, Executive Changes (Feb 21, 2023)

SBA Communications Corporation announced a CEO succession plan in an 8-K filed February 21, 2023. Jeff Stoops, President and Chief Executive Officer, provided notice of his intent to retire from that position on December 31, 2023. He will remain on the Board and, upon retirement, become non-executive Chairman of the Board. The Board approved a succession plan under which Brendan Cavanagh, currently Executive Vice President and Chief Financial Officer, will become President and Chief Executive Officer effective January 1, 2024. The Board expects to appoint Mr. Cavanagh to the Board concurrently with that transition. Mr. Cavanagh, 51, joined the Company in February 1998 after several years as a CPA at Arthur Andersen. He has held roles including Mergers & Acquisitions, Vice President - Site Administration, and Chief Accounting Officer, and has been Chief Financial Officer since 2008. The filing states that the Company intends to appoint its next Chief Financial Officer later this year. The accompanying press release reports that during Mr. Cavanagh's tenure as CFO, total revenues grew by 555% and enterprise value expanded from $6 billion to $43 billion. Mr. Stoops has served as CEO since January 1, 2002, and the release describes annualized total shareholder returns of 16% and annualized enterprise value growth of 17% during his tenure through December 31, 2022. As of that date, the Company operated in 16 countries and owned close to 40,000 tower sites.

Feb 21, 2023 8-K

Sba Communications 8-K Report, Material Agreement (Nov 29, 2022)

SBA Communications Corporation (SBAC) disclosed on November 29, 2022 that its indirect subsidiary, SBA Senior Finance, LLC, issued $850.0 million of Secured Tower Revenue Securities, Series 2022-1C, with an anticipated repayment date in January 2028, a final maturity in November 2052 and a 6.599% interest rate. The company's affiliate SBA Guarantor LLC also purchased $44.8 million of Series 2022-1R securities to satisfy risk retention rules, carrying a 7.870% interest rate. Net proceeds were approximately $843.2 million after discounts and expenses. The offering proceeds were used to repay the entire $640.0 million Series 2018-1C Tower Securities and the $33.7 million Series 2018-1R Tower Securities, both including accrued interest, with the remainder distributed to SBA Guarantor for general corporate purposes, which may include repaying outstanding corporate debt. In connection with the issuance, the borrowers under the mortgage loan entered into a Tenth Loan and Security Agreement Supplement, increasing the mortgage loan principal by $894.8 million (a net $221.1 million after the prepayments) and making the borrowers jointly and severally liable for an aggregate $7.3 billion of loan components corresponding to the Tower Securities. The mortgage loan is the sole asset of the Trust and is repaid from operating cash flows of approximately 10,000 tower sites owned by the borrowers. Borrowers may prepay the $850.0 million 2022-1C loan without prepayment consideration within twelve months of the anticipated repayment date, upon condemnation or casualty, or during an amortization period; otherwise prepayment consideration applies. If the securities are not repaid by the anticipated repayment date, the interest rate increases by the greater of 5% and a specified spread-based amount. SBA Network Management, Inc. receives a management fee equal to 4.5% of the borrowers' operating revenues for the preceding calendar month.

Nov 29, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Sba Communications 8-K Report, Material Agreement (Nov 16, 2022)

SBA Communications Corporation (SBAC) disclosed on November 16, 2022 that its indirect subsidiary, SBA Senior Finance, LLC, entered into a Purchase Agreement on November 15, 2022 for a new securitization of tower revenues. SBA Tower Trust agreed to sell $850.0 million of Secured Tower Revenue Securities, Series 2022-1, Subclass 2022-1C, with an anticipated repayment date in January 2028, a final maturity in November 2052, and an interest rate of 6.599% per annum. The offering is expected to close on or about November 23, 2022. To satisfy the Risk Retention Rules, SBA Guarantor agreed to purchase $44.8 million of Subclass 2022-1R securities, which carry an anticipated repayment date in January 2028, a final maturity in November 2052, and an interest rate of 7.870% per annum. Payments on the 2022-1R securities eliminate in consolidation. The company intends to use the net proceeds to prepay the entire $640.0 million Series 2018-1C Tower Securities and the $33.7 million Series 2018-1R Tower Securities, plus accrued and unpaid interest, and to make a cash distribution to SBA Guarantor for use by other company entities for general corporate purposes, which may include repaying corporate debt. Several Initial Purchasers and their affiliates have prior relationships with the company, including roles under its Senior Credit Agreement and prior securities offerings, and may receive a portion of the proceeds.

Nov 16, 2022 8-K

Sba Communications 8-K Report, Financial Results (Oct 31, 2022)

SBA Communications Corporation reported third quarter 2022 results on October 31, 2022, with total revenues of $675.6 million, up 14.6% from $589.3 million in the prior year period. Site leasing revenue was $587.3 million, up 9.7%, and site development revenue was $88.3 million, up 64.1%. Net income was $99.8 million, or $0.91 per diluted share, which included a $25.5 million after-tax loss on currency-related remeasurement of U.S. dollar denominated intercompany loans. Adjusted EBITDA rose 9.8% to $446.8 million, and AFFO per share increased 14.4% to $3.10, or 15.1% excluding foreign exchange effects. Management said wireless carrier activity remains robust and expects it to stay strong into 2023 and perhaps beyond. The company raised its full year 2022 outlook across key metrics, with total revenues now guided to $2,616.0 million to $2,636.0 million and AFFO to $1,326.0 million to $1,350.0 million. Management expects to end 2022 at or below the low end of its net debt to annualized adjusted EBITDA target range. The company closed the acquisition of 2,632 sites from Grupo TorreSur in Brazil on October 11, 2022, for approximately $725.0 million in cash, funded through its Revolving Credit Facility and cash on hand. At quarter end, total debt was $12.4 billion and the Net Debt leverage ratio was 6.8x, and the company declared a quarterly cash dividend of $0.71 per share payable December 15, 2022. The filing furnishes a press release as Exhibit 99.1 that contains the results, outlook, non-GAAP reconciliations, and financial statements. The outlook assumes only sites under contract at the time of the release are acquired and does not include additional stock repurchases or new debt financings in 2022.

Oct 31, 2022 8-K

Sba Communications 8-K Report, Financial Results (Aug 1, 2022)

SBA Communications Corporation reported second-quarter 2022 results on August 1, 2022, with total revenue of $652.0 million, up 13.3% from the prior year period, and net income of $69.2 million, or $0.64 per diluted share. Site leasing revenue was $580.2 million, comprised of $442.1 million domestic and $138.1 million international. AFFO was $335.3 million, or $3.07 per share, up 16.3% year over year, and Adjusted EBITDA was $437.8 million, up 9.4%. Net income was affected by a $43.1 million after-tax loss on the currency-related remeasurement of U.S. dollar denominated intercompany loans, compared with a $73.6 million after-tax gain in the prior year period. The company updated its full year 2022 outlook across its key metrics, including total revenues of $2,557.0 million to $2,597.0 million, Adjusted EBITDA of $1,731.0 million to $1,751.0 million, and AFFO per share of $11.87 to $12.24. The increase reflects, in part, an agreement to acquire approximately 2,600 sites from Grupo TorreSur (GTS) in Brazil for $725.0 million, expected to close in the fourth quarter of 2022. Management stated that wireless carrier activity remains robust and expects domestic and international activity to remain strong into 2023 and perhaps beyond. As of June 30, 2022, the company had $12.6 billion of total debt and $12.3 billion of Net Debt, with Net Debt to Annualized Adjusted EBITDA leverage of 7.0x. The board declared a quarterly cash dividend of $0.71 per share, payable September 20, 2022, to shareholders of record on August 25, 2022. The company did not repurchase shares in the second quarter and had $504.7 million of authorization remaining under its repurchase plan.

Aug 1, 2022 8-K

Sba Communications 8-K Report, Executive Changes (Jun 17, 2022)

SBA Communications Corporation (NASDAQ: SBAC) filed this Current Report on Form 8-K to disclose two executive officer retirements. On June 16, 2022, Kurt L. Bagwell, Executive Vice President and President – International, and Thomas P. Hunt, Executive Vice President, Chief Administrative Officer and General Counsel, each gave notice of their intent to retire from their current titles and roles at the Company and all its subsidiaries effective January 1, 2023. Both will remain non-executive employees through March 2023 to support the transition of their responsibilities. The company announced successors in a press release furnished as Exhibit 99.1. Richard Cane, currently Senior Vice President – International Operations, will succeed Mr. Bagwell, and Joshua Koenig, currently Senior Vice President, Legal – International, will succeed Mr. Hunt. Both appointments take effect January 1, 2023. CEO Jeffrey A. Stoops said the company anticipates a seamless transition and that growth, customer service and shareholder value creation will continue uninterrupted. The release describes both successors as long-time SBA officers with deep industry relationships. For investors, the filing is primarily a leadership-succession notice rather than a financial event. It contains no financial results or guidance. The release notes SBA's portfolio of more than 35,000 communications sites in sixteen markets across the Americas, Africa and the Philippines, and its position in the S&P 500.

Jun 17, 2022 8-K

Sba Communications 8-K Report, Shareholder Vote Results (May 13, 2022)

At SBA Communications Corporation's 2022 Annual Meeting of Shareholders, held May 12, 2022, shareholders voted on three proposals. Under Proposal 1, shareholders elected four director nominees: Jay L. Johnson as a Class I director with a term expiring at the 2024 Annual Meeting, and Kevin L. Beebe, Jack Langer and Jeffrey A. Stoops as Class II directors with terms expiring at the 2025 Annual Meeting. Johnson received 95,296,709 votes for, 807,009 against and 27,801 abstentions. Beebe received 89,450,895 for, 6,653,376 against and 27,248 abstentions. Stoops received 93,498,250 for, 2,606,316 against and 26,953 abstentions. Langer received 78,632,482 for, 16,922,072 against and 576,965 abstentions, the weakest support among the nominees. Shareholders also approved, under Proposal 2, the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2022, with 96,388,356 votes for, 2,645,905 against and 16,940 abstentions. Under Proposal 3, shareholders approved on an advisory basis the compensation of the named executive officers, with 91,599,587 votes for, 4,493,676 against and 38,256 abstentions. The filing reports voting results only and does not describe any changes to governance, compensation, or auditor arrangements beyond these approvals.

May 13, 2022 8-K

Sba Communications 8-K Report, Financial Results (Apr 25, 2022)

SBA Communications Corporation reported first quarter 2022 results on April 25, 2022, with net income of $188.3 million, or $1.72 per diluted share, compared with a net loss of $11.7 million, or $(0.11) per share, in the prior year period. The net income included a $72.9 million gain, net of taxes, on the currency-related remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries. Total revenues rose 12.9% to $619.7 million, Adjusted EBITDA rose 8.6% to $423.8 million, and AFFO per share increased 14.7% to $2.96. Excluding foreign currency effects, AFFO per share grew 14.0%. Management raised its full year 2022 Outlook on all key metrics, with total revenues now expected at $2,493.0 million to $2,533.0 million, up $65.0 million at the midpoint from the February 28, 2022 Outlook, and AFFO per share expected at $11.72 to $12.09. The Outlook excludes any additional acquisitions not yet under contract and any further stock repurchases. The company also declared a quarterly cash dividend of $0.71 per share, payable June 14, 2022 to holders of record on May 19, 2022. Capital deployment remained active: SBA acquired 1,807 communication sites for $215.4 million, including 1,445 Airtel Tanzania sites, and repurchased 1.3 million shares for $431.6 million at an average price of $332.00. Leverage stood at 7.3x Net Debt to Annualized Adjusted EBITDA and 5.5x Net Secured Debt to Annualized Adjusted EBITDA, with total debt of $12.7 billion at March 31, 2022.

Apr 25, 2022 8-K

Sba Communications 8-K Report, Executive Changes (Mar 29, 2022)

SBA Communications Corporation (NASDAQ: SBAC) filed this Current Report on Form 8-K on March 29, 2022 to report the appointment of Jay L. Johnson to its Board of Directors. Mr. Johnson was appointed effective immediately on March 28, 2022, as a Class I director whose term expires at the 2022 Annual Meeting of Shareholders, at which time he will stand for re-election. Concurrent with his appointment, the Board was expanded to nine members. The Board has determined that Mr. Johnson is independent under the applicable Nasdaq listing standards, and he will serve on the Audit Committee. The filing states that Mr. Johnson will participate in the standard non-employee director compensation arrangements described in the Company's 2021 proxy statement, and that the Company plans to enter into an indemnification agreement with him. The filing also states there are no arrangements or understandings between Mr. Johnson and other persons regarding his appointment, and that neither he nor his immediate family members have been party to a reportable related-person transaction under Item 404(a) of Regulation S-K. The filing furnishes a press release (Exhibit 99.1) describing Mr. Johnson as Executive Vice President and Chief Financial Officer of Lamar Advertising, with prior roles including Executive Vice President and CFO of DiamondRock Hospitality Company and Senior Vice President and Treasurer of Host Hotels & Resorts, Inc. The release characterizes him as a new independent director with REIT, capital markets and hospitality expertise. The governance change is the principal disclosed event in this filing and does not include financial results or guidance.

Mar 29, 2022 8-K

Sba Communications 8-K Report, Financial Results (Feb 28, 2022)

SBA Communications Corporation reported fourth quarter 2021 results on February 28, 2022, with net income of $48.9 million, or $0.44 per diluted share, and total revenue of $595.3 million, compared with $536.0 million in the prior year period. Site leasing revenue was $539.4 million, and Adjusted EBITDA was $409.1 million. AFFO was $310.8 million, or $2.81 per share, and AFFO per share increased 13.3% on a constant currency basis. The company ended 2021 with $12.4 billion of total debt, $433.6 million of cash and short-term investments, and Net Debt and Net Secured Debt to Annualized Adjusted EBITDA leverage ratios of 7.3x and 5.5x, respectively. The company provided initial full year 2022 guidance, forecasting total revenues of $2,428.0 million to $2,468.0 million, Adjusted EBITDA of $1,673.0 million to $1,693.0 million, and AFFO per share of $11.48 to $11.85. The outlook assumes only sites already under contract and does not include additional stock repurchases in 2022. Management cited strong domestic activity, with leasing and services backlogs at or near all-time highs, and expected international gross leasing demand to remain strong, citing recent and upcoming 5G spectrum auctions in Brazil and South Africa. The Board declared a quarterly cash dividend of $0.71 per Class A share, an increase of approximately 22% over the dividend paid in the fourth quarter, payable March 25, 2022 to shareholders of record on March 10, 2022. Management stated that the annual dividend represents less than 25% of 2022 AFFO outlook. During the fourth quarter, the company repurchased 0.8 million shares for $263.6 million and, after year end, repurchased 1.0 million shares for $350.0 million, leaving $586.4 million of authorization remaining.

Feb 28, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Sba Communications 8-K Report, Financial Results (Nov 1, 2021)

SBA Communications Corporation reported third quarter 2021 results on November 1, 2021, with total revenues of $589.3 million, up 12.7% from the prior year period, and net income of $47.8 million, or $0.43 per diluted share. Site leasing revenue was $535.5 million, up 10.0%, with domestic site leasing revenue of $426.8 million and international site leasing revenue of $108.7 million. Adjusted EBITDA rose 9.0% to $407.0 million, and AFFO per share increased 13.9% to $2.71. The company noted that U.S. wireless carrier activity remained at materially higher levels than at the start of the year, and that record services revenue and multi-year-high leasing and services backlogs were reached at quarter-end. Management stated that the substantial majority of revenue from third quarter leasing activity is expected to be recognized in 2022. The company updated its full year 2021 outlook, raising the midpoints of several metrics. Full year 2021 total revenues are now guided to $2,290.0 million to $2,310.0 million, Adjusted EBITDA to $1,599.0 million to $1,609.0 million, and AFFO per share to $10.55 to $10.76. The outlook assumes only sites already under contract are acquired and excludes additional stock repurchases in 2021. The company also declared a quarterly cash dividend of $0.58 per share, payable December 16, 2021. Balance sheet activity included the October 2021 issuance of $1.79 billion of Tower Securities at a blended rate of 2.217%, with proceeds used to repay the revolving credit facility and to fund the redemption of $1.1 billion of 2016 Senior Notes. The company repaid $575.0 million of 2013-2C Tower Securities in October 2021 and reported a Net Debt to Annualized Adjusted EBITDA leverage ratio of 7.2x. It also authorized a new $1.0 billion stock repurchase plan on October 28, 2021, with the full amount remaining available as of the filing date.

Nov 1, 2021 8-K

Sba Communications 8-K Report, Material Agreement (Oct 29, 2021)

SBA Communications Corporation (SBAC) disclosed that on October 27, 2021, its indirect subsidiary SBA Senior Finance, LLC, through SBA Tower Trust, issued $1.79 billion of Secured Tower Revenue Securities, consisting of $895.0 million of Series 2021-2C with a 1.840% rate and an anticipated repayment date in April 2027, and $895.0 million of Series 2021-3C with a 2.593% rate and an anticipated repayment date in October 2031. SBA Guarantor LLC also bought $94.3 million of Series 2021-3R securities to satisfy risk retention rules. Net proceeds were approximately $1.776 billion; they were used to repay amounts outstanding under the company's revolving credit facility, and the remaining proceeds will fund the redemption of the entire $1.1 billion 4.875% Senior Notes due 2024 on November 8, 2021. Under a Ninth Loan and Security Agreement Supplement dated October 27, 2021, the mortgage loan secured by approximately 9,900 tower sites was increased by $1.79 billion, or a net of $1.2 billion after prepaying $575.0 million of Series 2013-2C Tower Securities. The aggregate loan balance under the mortgage loan is now $7.05 billion across thirteen loan components. The mortgage loan is the sole asset of the trust and is repaid from operating cash flows of the tower sites. SBA Network Management, Inc. receives a management fee equal to 4.5% of the borrowers' operating revenues for the preceding calendar month. The filing also notes that the initial purchasers and their affiliates have had prior commercial relationships with the company, including roles as lenders under the Senior Credit Agreement, book runners and initial purchasers of prior Secured Tower Revenue Securities and Senior Notes, and some may hold the 2013-2C Tower Securities or 2024 Senior Notes and receive a portion of the proceeds.

Oct 29, 2021 8-K

Material AgreementsFinancial EventsOther Events+1

Sba Communications 8-K Report, Material Agreement (Oct 13, 2021)

SBA Communications Corporation (SBAC) disclosed that its indirect subsidiary, SBA Senior Finance, LLC, entered into a Purchase Agreement on October 8, 2021 for the offering of $1.79 billion aggregate principal amount of Secured Tower Revenue Securities, consisting of $895.0 million of Series 2021-2C (anticipated repayment date April 2027, final maturity October 2051, 1.840% interest) and $895.0 million of Series 2021-3C (anticipated repayment date October 2031, final maturity October 2056, 2.593% interest). The securities are being issued by SBA Tower Trust to the Initial Purchasers named in the filing. Closing is expected on or about October 27, 2021. To satisfy Regulation RR risk retention requirements, SBA Guarantor will also purchase $94.3 million of Series 2021-3R Tower Securities (4.090% interest, anticipated repayment date October 2031, final maturity October 2056), retaining an eligible horizontal residual interest of at least 5% of the fair value of the offered and retained securities. The Company intends to use the net proceeds to repay the entire $575.0 million of outstanding Series 2013-2C Tower Securities plus accrued interest, and to make a cash distribution to SBA Guarantor for use by other Company entities for general corporate purposes, which may include repaying indebtedness. Separately, on October 8, 2021 the Company delivered a redemption notice for all $1.1 billion of its outstanding 4.875% Senior Notes due 2024, which will be redeemed on November 8, 2021. The filing also notes that certain Initial Purchasers and their affiliates have previously provided financial and advisory services to the Company, including as lenders under its Senior Credit Agreement and as book runners or initial purchasers for its prior Secured Tower Revenue Securities and Senior Notes, and that some may hold portions of the 2013-2C Tower Securities and receive proceeds from this offering.

Oct 13, 2021 8-K