SBA Communications gets consents from 12% noteholders

New York, Dec. 5 - SBA Communications Corp. (Caa2) said that it had received the necessary consents to proposed indenture changes from the holders of its 12% senior discount notes due 2008 under its previously announced tender offer for a portion of the outstanding notes and related consent solicitation.

The company said that the consent deadline expired as scheduled at 5 p.m. ET on Dec. 4 without extension and that, as of that deadline, holders of 87% of the notes had tendered them and delivered consents while holders of another 3% had delivered consents without tendering.

That more than fulfills the condition that adoption of the indenture changes would require the consent of the holders of at least two-thirds of the outstanding notes.

The underlying tender offer meantime continues and is scheduled to expire on Dec. 23, subject to possible extension.

As previously announced, SBA Communications, a Boca Raton, Fla.-based communications antenna tower owner-operator, said on Nov. 25 that it had begun a cash tender offer to purchase up to $153.3 million principal amount of the 12% notes, or 70% of the $219 million principal amount of the notes currently still outstanding. The company originally issued $269 million principal amount of the notes in February 1998. SBA said it was also soliciting noteholder consents to certain proposed amendments to the notes' indenture.

The company set a consent deadline of 5 p.m. ET on Dec. 4 and said that the tender offer would expire at midnight ET on Dec. 23, with both deadlines subject to possible extension.

SBA said it was offering total consideration of $1,090 per $1,000 principal amount of notes tendered and accepted for purchase, including a $30 per $1,000 consent premium for holders tendering their notes and delivering consents by the consent deadline. Holders tendering after the consent deadline but before the expiration would receive the tender offer consideration of $1,060 per $1,000 principal amount but not the consent premium. All tendering holders will also receive accrued and unpaid interest.

The company said that holders tendering their notes would be required to consent to the proposed amendments to the indenture. However, holders wishing to consent to the proposed indenture amendments without tendering their notes would be eligible to receive a payment of $2.50 per $1,000 of principal amount. Non-tender consents received after the consent deadline would not be valid.

SBA said that tenders of notes made on or before the consent deadline could not be withdrawn or revoked, unless the company either reduces the amount of consideration offered for the notes, the consent premium, the amount of notes subject to the tender offer, or is otherwise required by law to permit withdrawal.

Tenders of notes made after the consent deadline could be withdrawn at any time up until the offer's expiration. Once delivered, a non-tender consent may not be revoked unless the consent solicitation is terminated or unless required by law.

The company said the tender offer and consent solicitation would be conditioned upon, among other things, the completion by SBA of certain related financing transactions (SBA said on Dec. 1 that said that along with its wholly owned subsidiary, SBA Telecommunications, Inc., it intends to co-issue some $200 million in gross proceeds of new senior discount notes due 2011, and plans to use a portion of the proceeds from the offering to fund the tender for the 12% notes and remaining proceeds to repurchase and/or redeem 12% notes left outstanding following the tender offer, and/or to repay debt outstanding under its senior credit facility).

It said that if more than $153.3 million aggregate principal amount of notes were to be tendered in the tender offer, it would purchase such amount of notes on a pro rata basis. Holders would not receive the consent premium for any notes not accepted for payment.

The company said that the holders of 50% of the currently outstanding notes have agreed to tender their notes and not subsequently withdraw them and to deliver the related consents in the tender offer and consent solicitation and not subsequently revoke them.

Lehman Brothers is dealer-manager for the tender offer and solicitation agent for the consent solicitation (contact Liability Management Group at 212 528-7581 or 800 438-3242. The information agent is D.F. King & Co., Inc. (212 269-5550 or 800 431-9643.

Earlier, SBA had said on Nov. 11 that in the quarter ended Sept. 30, it repurchased $25 million in principal amount of the 12% notes in the open market, paying $25.5 million cash, plus accrued interest.

SBA said it also exchanged 2.85 million shares of its Class A common stock for $10 million in principal amount of its 10 ¼% senior notes due 2009 plus accrued interest.

The company said liquidity at Sept. 30 was $86.4 million, consisting of $58.3 million of cash and restricted cash, and $28.1 million of availability under the credit facility. Such liquidity does not include any asset sale proceeds received subsequent to Sept. 30.

It also reported in its latest release of quarterly earnings that it ended the quarter with $166.9 million borrowed under its $195 million senior credit facility, $709 million of senior notes outstanding and net debt of $817.6 million. Total debt has decreased from $1.019 billion as of Dec. 31, 2002 to $875.9 million as of Sept. 30, 2003 (debt amounts as of Sept. 30, 2003 and Dec. 31, 2002 exclude approximately $4.7 million and $5.2 million, respectively, of deferred gain from a derivative termination).

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.