SBA Communications 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) March 7, 2012
SBA Communications Corporation
(Exact Name of Registrant as Specified in its Charter)
Registrants telephone number, including area code: (561) 995-7670
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
On March 7, 2012, SBA Communications Corporation (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (together, the Underwriters) pursuant to which the Company will sell to the Underwriters 6,005,000 shares of the Companys Class A common stock, par value $0.01 per share, at $47.30 per share. The shares are being issued and sold pursuant to the Companys shelf registration statement on Form S-3 (No. 333-179737) (the Registration Statement), which was effective upon filing with the Securities and Exchange Commission (SEC) on February 27, 2012, and the Companys prospectus, dated February 27, 2012, as supplemented by the Companys prospectus supplement, dated March 7, 2012, each as filed with the SEC. Pursuant to the Underwriting Agreement, the Company has agreed not to sell, pledge or otherwise dispose of any shares for a period of 45 days from March 7, 2012 without the prior written consent of Citigroup Global Markets Inc., except as otherwise permitted under the terms of the Underwriting Agreement, including to issue shares of Class A common stock in connection with the previously announced Mobilitie acquisition. The Underwriting Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties. The Underwriting Agreement and the opinion of Greenberg Traurig, P.A., relating to the legality of the Class A common stock to be issued and sold in the offering, are included as Exhibits 1.1 and 5.1 to this Form 8-K and are hereby incorporated by reference into the Registration Statement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 12, 2012