SBA COMMUNICATIONS CORP

Previous wording

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops, and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America, Central America, Canada, South Africa, the Philippines, and Tanzania. Our primary business line is our site leasing business, which contributed 98.8% of our total segment operating profit for the three months ended March 31, 2024. In our site leasing business, we (1) lease space to wireless service providers and other customers on assets that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of March 31, 2024, we owned 39,638 towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.

Current wording

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops, and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America, Central America, Canada, South Africa, the Philippines, and Tanzania. Our primary business line is our site leasing business, which contributed 98.7% of our total segment operating profit for the six months ended June 30, 2024. In our site leasing business, we (1) lease space to wireless service providers and other customers on assets that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of June 30, 2024, we owned 39,744 towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.

Previous wording

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, South Africa, the Philippines, and Tanzania. As of March 31, 2024, no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the three months ended March 31, 2024. In addition, as of

Current wording

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, South Africa, the Philippines, and Tanzania. As of June 30, 2024, no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the six months ended June 30, 2024. In addition, as of June 30, 2024, approximately 30% of our total towers are located in Brazil and no other international market (each country is considered a market) represented more than 5% of our total towers.

Previous wording

We derive site leasing revenues primarily from wireless service provider tenants. Wireless service providers enter into (1) individual tenant site leases with us, each of which relates to the lease or use of space at an individual site or (2) master lease agreements with us, which provide for the material terms and conditions that will apply to multiple sites; although, in most cases, each individual site under a master lease agreement is also governed by its own site leasing agreement which sets forth pricing and other site specific terms. Our tenant leases are generally for an initial term of five years to fifteen years with multiple renewal periods at the option of the tenant. Our tenant leases typically either (1) contain specific annual rent escalators, (2) escalate annually in accordance with an inflationary index, or (3) escalate using a combination of fixed and inflation adjusted escalators. In addition, our international site leases may include pass-through charges, such as rent related to ground leases and other property interests, utilities, property taxes, and fuel.

Current wording

We derive site leasing revenues primarily from wireless service provider tenants. Wireless service providers enter into (1) individual tenant site leases with us, each of which relates to the lease or use of space at an individual site or (2) master lease agreements (“MLA”) with us, which provide for the material terms and conditions that will apply to multiple sites; although, in most cases, each individual site under a MLA is also governed by its own site leasing agreement which sets forth pricing and other site specific terms. Our tenant leases are generally for an initial term of five years to fifteen years with multiple renewal periods at the option of the tenant. Our tenant leases typically either (1) contain specific annual rent escalators, (2) escalate annually in accordance with an inflationary index, or (3) escalate using a combination of fixed and inflation adjusted escalators. In addition, our international site leases may include pass-through charges, such as rent related to ground leases and other property interests, utilities, property taxes, and fuel.

Previous wording

During the remainder of 2024, we expect organic site leasing revenue in both our domestic and international segments to increase over 2023 levels due in part to wireless carriers deploying unused spectrum. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs, and minimal non-discretionary capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment. Furthermore, because our towers are strategically positioned, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with customer consolidation or cessations of a specific technology.

Current wording

During the remainder of 2024, we expect organic site leasing revenue in both our domestic and international segments to increase over 2023 levels, on a currency neutral basis, due in part to wireless carriers deploying unused spectrum. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs, and minimal non-discretionary capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment. Furthermore, because our towers are strategically positioned, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with customer consolidation or cessations of a specific technology.

Previous wording

During the first quarter of 2024, we completed our assessment on the remaining estimated useful lives of our towers and intangible assets. We concluded through our assessment that we should modify our current estimates for asset lives based on our historical operating experience and the findings obtained by our independent consultant. We previously depreciated our towers on a straight-line basis over the shorter of the term of the underlying ground lease (including renewal options) taking into account residual value or the estimated useful life of the tower, which we had historically estimated to be 15 years. Based on our assessment, we revised the estimated useful lives of our towers and certain related intangible assets (which are amortized on a similar basis to our tower assets, as their useful lives correlate to the useful life of the towers) from 15 years to 30 years, effective January 1, 2024. We accounted for the change in estimated useful lives as a change in estimate under ASC 250 “Accounting Changes and Error Corrections.” The impact of the change in estimate was accounted for prospectively effective January 1, 2024, resulting in a reduction in depreciation and amortization expense of approximately $102.7 million ($93.0 million after tax, or an increase of $0.86 per diluted share) for the three months ended March 31, 2024. The change in useful lives is expected to reduce depreciation expense by approximately $411.5 million ($372.5 million after tax, or an increase of $3.43 per diluted share) for the year ended December 31, 2024.

Current wording

During the first quarter of 2024, we completed our assessment on the remaining estimated useful lives of our towers and intangible assets. We concluded through our assessment that, for U.S. GAAP purposes, we should modify our current estimates for asset lives based on our historical operating experience and the findings obtained by our independent consultant. We previously depreciated our towers on a straight-line basis over the shorter of the (i) term of the underlying ground lease (including renewal options) taking into account residual value or (ii) estimated useful life of a tower, which we had historically estimated to be 15 years. Based on our assessment, we revised the estimated useful lives of our towers and certain related intangible assets (which are amortized on a similar basis to our tower assets, as their useful lives correlate to the useful life of the towers) from 15 years to 30 years, effective January 1, 2024. We accounted for the change in estimated useful lives as a change in estimate under ASC 250 “Accounting Changes and Error Corrections.” The impact of the change in estimate was accounted for prospectively effective January 1, 2024, resulting in a reduction in depreciation and amortization expense of approximately $102.7 million ($93.0 million after tax, or an increase of $0.86 per diluted share) and $205.4 million ($186.0 million after tax, or an increase of $1.72 per diluted share) for the three and six months ended June 30, 2024, respectively. This change in useful lives is expected to reduce depreciation and amortization expense by approximately $411.5 million ($372.5 million after tax, or an increase of $3.44 per diluted share) for the year ended December 31, 2024.

Previous wording

Domestic site leasing revenues increased $6.7 million for the three months ended March 31, 2024, as compared to the prior year, primarily due to (1) organic site leasing growth, primarily from monetary lease amendments (due in part to our 2023 master lease agreement with AT&T) and additional equipment added to our towers as well as new leases and contractual rent escalators and (2) revenues from 81 towers acquired and 17 towers built since January 1, 2023, partially offset by lease non-renewals.

Current wording

Domestic site leasing revenues increased $6.5 million for the three months ended June 30, 2024, as compared to the prior year, primarily due to (1) organic site leasing growth, primarily from monetary lease amendments, (due in part to our 2023 MLA with AT&T) and additional equipment added to our towers as well as new leases and contractual rent escalators and (2) revenues from 87 towers acquired and 19 towers built since April 1, 2023, partially offset by lease non-renewals.

Previous wording

International site leasing revenues increased $4.3 million for the three months ended March 31, 2024, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $2.4 million. These changes were primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators and (2) revenues from 21 towers acquired and 399 towers built since January 1, 2023, partially offset by lease non-renewals and a decrease in reimbursable pass-through expenses. Site leasing revenue in Brazil represented 15.5% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.

Current wording

International site leasing revenues decreased $6.1 million for the three months ended June 30, 2024, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $0.9 million. These changes were primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators and (2) revenues from 118 towers acquired and 445 towers built since April 1, 2023, partially offset by lease non-renewals and a decrease in reimbursable pass-through expenses. Site leasing revenue in Brazil represented 14.9% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.

Previous wording

Asset impairment and decommission costs increased $17.3 million for the three months ended March 31, 2024, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $17.4 million. These changes were primarily as a result of an increase in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers due in part to carrier related churn and an increase in costs related to sites decommissioned in the first quarter of 2024 compared to the prior year period.

Current wording

International asset impairment and decommission costs increased $15.1 for the three months ended June 30, 2024, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $15.4 million. These changes were primarily as a result of an increase in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and an increase in tower decommission costs.

Previous wording

Depreciation, accretion, and amortization expense decreased $105.7 million for the three months ended March 31, 2024, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense decreased $106.1 million. These changes were primarily due to the change in estimated useful lives of our towers and certain related intangible assets from our historical estimate of 15 years to a revised estimate of 30 years and the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since January 1, 2023.

Current wording

Depreciation, accretion, and amortization expense decreased $117.6 million for the three months ended June 30, 2024, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense decreased $116.5 million. These changes were primarily due to the change in estimated useful lives of our towers and certain related intangible assets from our historical estimate of 15 years to a revised estimate of 30 years and the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since April 1, 2023.

Previous wording

Domestic site leasing operating income increased $74.4 million for the three months ended March 31, 2024, as compared to the prior year, primarily due to a decrease in depreciation, accretion, and amortization expense and higher segment operating profit, partially offset by increases in asset impairment and decommission costs and selling, general, and administrative expenses.

Current wording

International site leasing operating income increased $16.7 million for the three months ended June 30, 2024, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $18.9 million. These changes were primarily due to decreases in depreciation, accretion, and amortization expense and selling, general, and administrative expenses, partially offset by an increase in asset impairment and decommission costs.

Previous wording

Site development operating income decreased $5.9 million for the three months ended March 31, 2024, as compared to the prior year, primarily due tolower segment operating profit driven by less activity from T-Mobile, DISH Wireless, and Verizon Wireless.

Current wording

Site development operating income decreased $4.8 million for the three months ended June 30, 2024, as compared to the prior year, primarily due tolower segment operating profit driven by less activity from T-Mobile, DISH Wireless, and Verizon Wireless.

Previous wording

Interest income increased $4.5 million for the three months ended March 31, 2024, as compared to the prior year. On a constant currency basis, interest income increased $4.4 million. These changes were primarily due to interest received on a loan to an unconsolidated joint venture and a higher amount of interest-bearing deposits held, as well as higher effective interest rates on those deposits as compared to the prior year.

Current wording

Interest income increased $2.4 million for the three months ended June 30, 2024, as compared to the prior year. On a constant currency basis, interest income increased $2.5 million. These changes were primarily due to a higher amount of interest-bearing deposits held, as well as higher effective interest rates on those deposits as compared to the prior year.

Previous wording

Interest expense decreased $4.8 million for the three months ended March 31, 2024, as compared to the prior year. This change was primarily due to a lower average principal amount of cash-interest bearing debt outstanding accruing interest, partially offset by a higher interest rate on said debt as compared to the prior year.

Current wording

Interest expense decreased $3.8 million for the three months ended June 30, 2024, as compared to the prior year. On a constant currency basis, interest expense decreased $3.7 million. This change was primarily due to a lower average principal amount of cash-interest bearing debt outstanding accruing interest, partially offset by a higher interest rate on said debt as compared to the prior year.

Previous wording

Other (expense) income, net includes a $42.3 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended March 31, 2024, while the prior year period included a $41.9 million gain.

Current wording

Other (expense) income, net includes a $100.9 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended June 30, 2024, while the prior year period included a $43.3 million gain.

Previous wording

Selling, general, and administrative expenses decreased $3.5 million for the three months ended March 31, 2024, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses decreased $3.6 million. These changes were driven primarily by a decrease in non-cash compensation expense, partially offset by an increase in personnel and other support related costs.

Current wording

Selling, general, and administrative expenses decreased $4.5 million for the six months ended June 30, 2024, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses decreased $3.9 million. These changes were driven primarily by a decrease in non-cash compensation expense as well as the $3.1 million Oi reserve recorded in the second quarter of 2023, partially offset by an increase in personnel and other support related costs.

Previous wording

International site leasing operating income increased $25.3 million for the three months ended March 31, 2024, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $23.8 million. These changes were primarily due to decreases in depreciation, accretion, and amortization expense and selling, general, and administrative expenses and higher segment operating profit, partially offset by an increase in asset impairment and decommission costs.

Current wording

International site leasing operating income increased $42.0 million for the six months ended June 30, 2024, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $42.7 million. These changes were primarily due to decreases in depreciation, accretion, and amortization expense and selling, general, and administrative expenses and higher segment operating profit, partially offset by an increase in asset impairment and decommission costs.

Previous wording

Other operating expense decreased by $5.4 million for the three months ended March 31, 2024, as compared to the prior year, primarily due to decreases in selling, general, and administrative expenses and asset impairment and decommission costs.

Current wording

Other operating expense decreased $6.9 million for the six months ended June 30, 2024, as compared to the prior year, primarily due to decreases in selling, general, and administrative expenses and asset impairment and decommission costs.

Previous wording

Non-cash interest expense decreased $5.8 million for the three months ended March 31, 2024, as compared to the prior year. This change was primarily due to lower amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges which reached their term end date in 2023.

Current wording

Non-cash interest expense decreased $6.2 million for the six months ended June 30, 2024, as compared to the prior year. This change was primarily due to lower amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges which reached their term end date in 2023.

Previous wording

Loss from extinguishment of debt, net was $4.4 million for the three months ended March 31, 2024 due to the write-off of the original issuance discount and unamortized financing fees associated with the repayment of the 2018 Term Loan in January 2024.

Current wording

Loss from extinguishment of debt, net was $4.4 million for the six months ended June 30, 2024 due to the write-off of the original issuance discount and unamortized financing fees associated with the repayment of the 2018 Term Loan in January 2024.

Previous wording

Net income increased $54.0 million for the three months ended March 31, 2024, as compared to the prior year. On a constant currency basis, net income increased $108.0 million. These changes were primarily due to increases in site leasing operating income (inclusive of a $93.0 million benefit related to our revision of the estimated useful lives of our towers and certain intangible assets), interest income, and other (expense) income, net and decreases in non-cash interest expense and interest expense, partially offset by increases in loss from extinguishment of debt and provision for income taxes.

Current wording

Net income increased $11.5 million for the six months ended June 30, 2024, as compared to the prior year. On a constant currency basis, net income increased $161.4 million. These changes were primarily due to increases in site leasing operating income (inclusive of a $186.0 million benefit related to our revision of the estimated useful lives of our towers and certain intangible assets), interest income, and other (expense) income, net, and decreases in interest expense and non-cash interest expense, partially offset by increases in provision for income taxes and loss from extinguishment of debt, net and a decrease in site development operating income.

Previous wording

(2)Provision for income taxes includes $0.2 million and $0.3 million of franchise taxes for the three months ended March 31, 2024 and 2023, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Current wording

(2)(Benefit) provision for income taxes includes $0.1 million and $0.2 million of franchise taxes for the three months ended June 30, 2024 and 2023, respectively, and $0.3 million and $0.5 million of franchise taxes for the six months ended June 30, 2024 and 2023, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Previous wording

Adjusted EBITDA increased $6.1 million for the three months ended March 31, 2024, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $4.1 million. These changes were primarilydue to an increase in site leasing segment operating profit, partially offset by a decrease in site development segment operating profit and an increase in cash selling, general, and administrative expenses.

Current wording

Adjusted EBITDA increased $1.4 million for the six months ended June 30, 2024, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $3.6 million. These changes were primarilydue to an increase in site leasing segment operating profit and a decrease in cash selling, general, and administrative expenses, partially offset by a decrease in site development segment operating profit.

Previous wording

Cash provided by operating activities was $294.5 million for the three months ended March 31, 2024 as compared to $311.2 million for the three months ended March 31, 2023. The decrease was primarily due to increases in cash outflows associated with working capital changes related to the timing of customer payments and cash asset impairment and decommission costs as well as a decrease in site development segment operating profit, partially offset by an increase in site leasing segment operating profit and interest income and a decrease in interest expense.

Current wording

Cash provided by operating activities was $720.0 million for the six months ended June 30, 2024 as compared to $798.1 million for the six months ended June 30, 2023. The decrease was primarily due to increases in cash outflows associated with working capital changes related to the timing of customer payments and cash asset impairment and decommission costs as well as a decrease in site development segment operating profit, partially offset by an increase in site leasing segment operating profit and interest income and a decrease in interest expense.

Previous wording

(1)Excludes $4.6 million and $5.1 million spent to extend ground lease terms for the three months ended March 31, 2024 and 2023, respectively.

Current wording

(1)Excludes $9.3 million and $7.9 million spent to extend ground lease terms for the six months ended June 30, 2024 and 2023, respectively.

Previous wording

(2)Includes amounts paid for the purchase of and received from the sale of short-term investments during the three months ended March 31, 2024 and 2023.

Current wording

(2)Includes amounts paid for the purchase of and received from the sale of short-term investments during the six months ended June 30, 2024 and 2023.

Previous wording

(3)The three months ended March 31, 2024 and 2023 includes a $5.5 million and $78.0 million loan to an unconsolidated joint venture, respectively.

Current wording

(3)The six months ended June 30, 2024 and 2023 includes $5.5 million and $83.0 million of loans to an unconsolidated joint venture, respectively.

Previous wording

Additionally, subsequent to March 31, 2024, we purchased or are under contract to purchase 271 communication sites for an aggregate consideration of $84.5 million in cash. We anticipate that these acquisitions will be consummated by the end of the third quarter of 2024.

Current wording

Additionally, subsequent to June 30, 2024, we purchased or are under contract to purchase 106 communication sites which are expected to close prior to year-end at the time of this report for an aggregate consideration of $49.3 million in cash.

Previous wording

For the three months ended March 31, 2024, we paid the following cash dividends:

Current wording

For the six months ended June 30, 2024, we paid the following cash dividends:

Previous wording

We have on file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the three months ended March 31, 2024, we did not issue any shares of Class A common stock under this registration statement. As of March 31, 2024, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

Current wording

We have on file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the six months ended June 30, 2024, we did not issue any shares of Class A common stock under this registration statement. As of June 30, 2024, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

Previous wording

On February 29, 2024, we filed with the Securities and Exchange Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR, which enables us to issue shares of its Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities. We will file a prospectus supplement containing the amount and type of securities each time we issue securities under our automatic shelf registration statement on Form S-3ASR. During the three months ended March 31, 2024, we did not issue any securities under this automatic shelf registration statement.

Current wording

On February 29, 2024, we filed with the Securities and Exchange Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR, which enables us to issue shares of our Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities. We will file a prospectus supplement containing the amount and type of securities each time we issue securities under our automatic shelf registration statement on Form S-3ASR. During the six months ended June 30, 2024, we did not issue any securities under this automatic shelf registration statement.

Previous wording

The table below summarizes our Revolving Credit Facility activity during the three months ended March 31, 2024 and 2023 (in thousands):

Current wording

The table below summarizes our Revolving Credit Facility activity during the three and six months ended June 30, 2024 and 2023 (in thousands):

Previous wording

Subsequent to March 31, 2024, we repaid $50.0 million and borrowed $50.0 million under the Revolving Credit Facility, and as of the date of this filing, $195.0 million was outstanding.

Current wording

Subsequent to June 30, 2024, we repaid $90.0 million and borrowed $20.0 million under the Revolving Credit Facility, and as of the date of this filing, $50.0 million was outstanding.

Previous wording

On January 25, 2024, we, through our wholly owned subsidiary, SBA Senior Finance II, issued a term loan (the “2024 Term Loan”) under the amended and restated Senior Credit Agreement. The 2024 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.3 billion that matures on January 25, 2031. The 2024 Term Loan accrues interest, at SBA Senior Finance II's election, at either the Base Rate plus 100 basis points (with a zero Base Rate floor) or at Term SOFR plus 200 basis points (with a floor of 0%). The 2024 Term Loan was issued at 99.75% of par value. The proceeds from the 2024 Term Loan were used to retire the 2018 Term Loan and to pay related fees and expenses. In connection with the repayment, we expensed $3.3 million of net deferred financing fees and $1.2 million of discount related to the debt. As of March 31, 2024, the 2024 Term Loan was accruing interest at 7.340% per annum.

Current wording

On January 25, 2024, we, through our wholly owned subsidiary, SBA Senior Finance II, issued a term loan (the “2024 Term Loan”) under the amended and restated Senior Credit Agreement. The 2024 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.3 billion that matures on January 25, 2031. The 2024 Term Loan accrues interest, at SBA Senior Finance II's election, at either the Base Rate plus 100 basis points (with a zero Base Rate floor) or at Term SOFR plus 200 basis points (with a floor of 0%). The 2024 Term Loan was issued at 99.75% of par value. The proceeds from the 2024 Term Loan were used to retire the 2018 Term Loan and to pay related fees and expenses. In connection with the repayment, we expensed $3.3 million of net deferred financing fees and $1.2 million of discount related to the debt. As of June 30, 2024, the 2024 Term Loan was accruing interest at 7.350% per annum.

Previous wording

As of March 31, 2024, we, through a New York common law trust (the “Trust”), had issued and outstanding an aggregate of $6.9 billion of Secured Tower Revenue Securities (“Tower Securities”). The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain of our subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower Security outstanding with the same interest rate and maturity date as the corresponding Tower Security. The mortgage loan will be paid from the operating cash flows from the aggregate 9,889 tower sites owned by the Borrowers as of March 31, 2024. The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

Current wording

As of June 30, 2024, we, through a New York common law trust (the “Trust”), had issued and outstanding an aggregate of $6.9 billion of Secured Tower Revenue Securities (“Tower Securities”). The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain of our subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower Security outstanding with the same interest rate and maturity date as the corresponding Tower Security. The mortgage loan will be paid from the operating cash flows from the aggregate 9,877 tower sites owned by the Borrowers as of June 30, 2024. The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

Previous wording

(1)Asof March 31, 2024, $195.0 million was outstanding under the Revolving Credit Facility. Subsequent to March 31, 2024, we repaid $50.0 million and borrowed $50.0 million under the Revolving Credit Facility, and as of the date of this filing, $195.0 million was outstanding.

Current wording

(1)Asof June 30, 2024, $120.0 million was outstanding under the Revolving Credit Facility. Subsequent to June 30, 2024, we repaid $90.0 million and borrowed $20.0 million under the Revolving Credit Facility, and as of the date of this filing, $50.0 million was outstanding.

Previous wording

(2)Total debt service on the 2024 Term Loan includes the impact of the interest rate swap which swaps $1.95 billion of notional value accruing interest at Term SOFR plus 200 basis points for an all-in fixed rate of 2.050% per annum through March 31, 2025.

Current wording

(2)Total debt service on the 2024 Term Loan includes the impact of the interest rate swap which swaps $1.95 billion of notional value accruing interest at Term SOFR plus 200 basis points for an all-in fixed rate of 2.050% per annum through March 31, 2025 and the forward-starting interest rate swap, which will swap $1.0 billion of notional value accruing interest at Term SOFR plus 200 basis points for an all-in fixed rate of 5.830% per annum beginning March 31, 2025 through April 11, 2028.