SBAC » Topics » Registration Rights Agreement

This excerpt taken from the SBAC 8-K filed Jul 24, 2009.

Registration Rights Agreement

On July 24, 2009, in connection with the issuance of the Notes, SBA and Telecommunications entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Barclays Capital Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. (as representatives of the Initial Purchasers). Pursuant to the terms of the Registration Rights Agreement, SBA and Telecommunications agreed to use their respective reasonable best efforts to file and have declared effective a registration statement with respect to an offer to exchange each series of Notes for issues of the applicable series registered under the Securities Act of 1933, as amended (the “Securities Act”), on or prior to July 19, 2010. If SBA and Telecommunications fail to satisfy certain filing and other obligations with respect to the exchange, Telecommunications will be obligated to pay additional interest of 0.25% per annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period thereafter, until Telecommunications’ registration obligations are fulfilled, up to a maximum of 1.00% per annum.


The description above is qualified in its entirety by the Purchase Agreement, the Indenture and the Registration Rights Agreement

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference herein.

 

Item 8.01 Other Events.

On July 20, 2009, SBA issued a press release announcing Telecommunications’ intention to offer $500 million aggregate principal amount of senior notes, which will be guaranteed on a senior unsecured basis by SBA. A copy of the press release is filed herewith as Exhibit 99.1.

On July 21, 2009, SBA issued a press release announcing the upsizing of its previously announced offering of $500 million aggregate principal amount of senior notes to $750 million aggregate principal amount of Notes and the pricing of its $750 million aggregate principal amount of Notes. A copy of the press release is filed herewith as Exhibit 99.2.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

10.81

  Purchase Agreement, dated July 21, 2009, among SBA Communications Corporation, SBA Telecommunications, Inc. and Barclays Capital Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives of the several initial purchasers listed on Schedule 1 thereto.

99.1

  Press release issued by SBA Communications Corporation on July 20, 2009.

99.2

  Press release issued by SBA Communications Corporation on July 21, 2009.


This excerpt taken from the SBAC 8-K filed May 22, 2008.

Registration Rights Agreement

On May 16, 2008, in connection with the issuance of the Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Lehman Brothers Inc., as representatives of the several Initial Purchasers. Pursuant to the terms of the Registration Rights Agreement, the Company agrees to use its reasonable best efforts to cause a shelf registration statement with respect to the resale of the Notes and the Class A common stock issuable upon conversion of the Notes to be declared effective no later than one hundred ninety (190) calendar days after the closing date (May 16, 2008) and to keep such shelf registration statement continuously effective until such time as there are no longer any Registrable Securities (as defined in the Registration Rights Agreement) outstanding. The Company’s obligation to file, have declared effective or maintain the effectiveness of the shelf registration statement will be suspended if the Notes and the Class A common stock issuable upon conversion of the Notes are eligible to be sold by a person who is not affiliated with the Company without any volume or manner of sale restrictions pursuant to Rule 144 under the Securities Act of 1933, as amended, (or any other similar provision then in force (other than Rule 144A)). If the Company fails to cause the shelf registration statement to be declared effective within the time period specified, the Company will be obligated to pay additional interest on the Notes.

Certain of the Initial Purchasers and their respective affiliates perform various financial advisory, investment banking and commercial banking services from time to time for the Company and its affiliates. Affiliates of Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Lehman Brothers Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Greenwich Capital Markets, Inc. and TD Securities (USA) LLC are lenders under the Company’s senior secured revolving credit facility and received a portion of the net proceeds of the Notes in connection with the repayment of debt under the senior secured revolving credit facility. Additionally, U.S. Bank National Association has acted as trustee in the past with respect to the Company’s debt securities, including the Company’s $350.0 million aggregate principal amount of 0.375% Convertible Senior Notes due 2010.

The description above is qualified in its entirety by the Indenture and Registration Rights Agreement.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

 

Exhibit No.

  

Description

4.13

   Indenture, dated May 16, 2008, by and between SBA Communications Corporation and U.S. Bank National Association.

4.14

   Form of 1.875% Convertible Senior Notes due 2013 (included in Exhibit 4.13).

10.70

   Registration Rights Agreement, dated May 16, 2008, among SBA Communications Corporation and Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Lehman Brothers Inc., as representatives of the several initial purchasers listed on Schedule 1 of the Purchase Agreement.


This excerpt taken from the SBAC 8-K filed Mar 26, 2007.

Registration Rights Agreement

On March 26, 2007, in connection with the issuance of the Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement) with Lehman Brothers Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several Initial Purchasers. Pursuant to the terms of the Registration Rights Agreement, the Company agrees to file a shelf registration statement with respect to the resale of the Notes and the Class A common stock issuable upon conversion of the Notes within ninety (90) calendar days after the Closing Date. The Company agrees to use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective within one hundred eighty (180) calendar days after the Closing Date (March 26, 2007) and to keep such Shelf Registration Statement continuously effective until such time as there are no longer any Registrable Securities outstanding. If the Company fails to register the Notes and shares of Class A common stock issuable upon conversion within the time periods specified (each such failure a “Registration Default”), the Company will be obligated to pay additional interest on the Notes.

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