SBA Communications tenders for 10¼% notes

New York, Nov. 16 - SBA Communications Corp. said it has begun a cash tender offer for any and all of its $236.526 million principal amount of outstanding 10¼% senior notes due 2009 and has also begun soliciting noteholder consents to proposed indenture changes that would eliminate substantially all of the restrictive covenants, the merger and consolidation covenant and certain events of default.

The company set a consent deadline of 5 p.m. ET on Nov. 30 and said that the offer would expire at midnight ET on Dec. 14, with both deadlines subject to possible extension.

SBA, a Boca Raton, Fla.-based communications antenna tower operator, said that holders tendering their notes will be required to also consent to the proposed indenture amendments, and they may not deliver indenture consents without also tendering their notes. Adoption of the proposed amendments requires the consent of holders of at least a majority of the outstanding principal amount of the notes.

It said that holders validly tendering their notes by the consent deadline will receive total consideration of $1,060.75 per $1,000 principal amount of notes tendered and accepted for payment by the company, which will include a $10 per $1,000 principal amount consent payment. Holders tendering their notes after the consent deadline will receive tender offer consideration of $1,050.75 per $1,000 principal amount but will not receive the consent payment. All tendering noteholders will also be paid accrued and unpaid interest up to but not including the payment date for the notes.

The company said the tender offer and consent solicitation will be subject to certain conditions, including consummation of the required financing (the company will use the proceeds of a debt financing to fund the purchase of the notes and the payment of any applicable consent premium), as well as other customary conditions.

Deutsche Bank Securities Inc. is the dealer manager and solicitation agent for the offer (contact Alexandra Barth in the High Yield Capital Markets department at 212 250-5655). D.F. King & Co. Inc. is the information agent (call 800 431-9643; bankers and brokers call 212 269-5550).

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