SBA tenders for 12% notes

New York, Nov. 25 - SBA Communications Corp. (Caa2) said that it has begun a cash tender offer to purchase up to $153.3 million aggregate principal amount of its 12% senior discount notes due 2008, constituting 70% of the $219 million aggregate principal amount of the notes currently still outstanding (the company originally issued $269 million principal amount of the notes in February 1998). SBA is also soliciting noteholder consents to certain proposed amendments to the notes' indenture.

The tender offer and consent solicitation is open only to noteholders of record as of the close of business on Nov. 25. 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 is offering to pay $1,090 per $1,000 principal amount of notes, including a $30 per $1,000 consent premium for holders who tender their notes and deliver the related consents by the consent deadline. Holders tendering after the consent deadline but before the expiration will receive $1,060 per $1,000 principal amount. All tendering holders will also receive accrued and unpaid interest on the notes up to, but not including, the payment date.

Holders who tender their notes will be required to consent to the proposed amendments to the indenture. The valid tender of notes will constitute the delivery of consent to the amendments.

However, holders who wish to consent to the proposed indenture amendments without tendering their notes will be eligible to receive a payment of $2.50 per $1,000 of principal amount of notes for which such "non-tender consents" are given by the consent deadline. Non-tender consents received after the consent deadline will not be valid.

SBA said that tenders of notes made on or before the consent deadline may not be withdrawn or revoked, unless the company either reduces the amount offered for the notes, the consent premium, the amount of notes subject to the tender offer, or is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Tenders of notes made after the consent deadline may be withdrawn at any time up until the offer's expiration.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 tender offer and consent solicitation are conditioned upon, among other things, the completion by SBA of certain related financing transactions

If more than $153.3 million aggregate principal amount of notes are tendered, SBA will purchase them on a pro rata basis. Holders will 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 consents.

As previously announced, SBA, a Boca Raton, Fla.-based communications antenna tower owner-operator, 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 10¼% senior notes due 2009 plus accrued interest.

Lehman Brothers is dealer-manager for the tender offer and solicitation agent for the consent solicitation (contact the 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.

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