SBA Communications Corporation Agrees to Acquire Light Tower Wireless LLC
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BOCA RATON, Fla. and BOXBOROUGH, Mass., July 22, 2008 (PRIME NEWSWIRE) -- SBA
Communications Corporation (Nasdaq:SBAC) ("SBA" or the "Company") and Light
Tower LLC today announced that they have entered into a definitive agreement
under which SBA will acquire Light Tower Wireless LLC ("Light Tower Wireless"),
the wireless infrastructure subsidiary of Light Tower LLC. Light Tower Wireless
owns 340 wireless communication tower sites in 23 states, five managed sites and
five distributed antenna system ("DAS") networks. The owned tower sites
currently average 2.2 tenants per site. Light Tower Wireless is in the process
of developing a number of additional towers and DAS networks.
"We are very pleased to have the opportunity to acquire Light Tower Wireless,"
commented Jeffrey A. Stoops, SBA's President and Chief Executive Officer. "We
believe the tower assets are very high quality, with the substantial majority
being built specifically for the independent tower ownership business in good
locations with good structural capacities. We are also excited to make our first
foray into the DAS business, which we believe will be an important niche in
future wireless deployments and very complimentary to our core business of tower
ownership."
The purchase price to be paid by SBA to the seller will be (i) $204.0 million in
cash plus 1.15 million shares of SBA Class A common stock, which shares shall be
subject to certain volume limitations on transfer or, (ii) in the alternative at
the seller's option, SBA will pay to the seller $224.0 million in cash. All cash
to be paid by SBA shall be paid from a combination of existing cash resources
and a draw under SBA's existing and undrawn $335.0 million senior credit
facility.
The transaction, subject to customary closing conditions, is expected to close
on or before October 31, 2008. At closing, Light Tower Wireless is expected to
be generating $18.0 million to $19.0 million of annualized site leasing revenue
and $13.0 million to $14.0 million of annualized tower cash flow, based on
anticipated monthly results for September 2008. SBA anticipates that the
transaction upon closing will be immediately accretive to equity free cash flow
per share.
Media Venture Partners advised Light Tower in the transaction.
About SBA
SBA is a leading independent owner and operator of wireless communications
infrastructure in the United States. SBA generates revenue from two primary
businesses -- site leasing and site development services. The primary focus of
the Company is the leasing of antenna space on its multi-tenant towers to a
variety of wireless service providers under long-term lease contracts. Since it
was founded in 1989, SBA has participated in the development of over 35,000
antenna sites in the United States.
For additional information about SBA, please visit our website at
www.sbasite.com.
About Light Tower LLC
Light Tower Wireless LLC is a leading full-service provider of turnkey wireless
infrastructure throughout the United States. The company provides core expertise
in all aspects of site deployment, from single sites to large,
capital-intensive, technically advanced systems and networks.
Light Tower Fiber LLC is the digital fiber network leader in the Northeast,
offering over 1,100 route miles coupled with comprehensive backhaul services.
Light Tower Fiber's geographic footprint extends from southern New Hampshire to
Massachusetts and Rhode Island, to eastern New York State. Lightower Fiber is
headquartered in Boxborough, MA. Please visit the company's Web site at
www.lightower.com
Information Concerning Forward-Looking Statements
This press release includes forward-looking statements, including statements
regarding (1) the anticipated successful consummation of the acquisition of
Light Tower, including the timing of such consummation, (2) the approximate
number of towers and DAS networks that will be acquired, (3) the purchase price
that will be paid and manner in which the purchase price will be paid, (4) the
source of funds that will be used to pay the purchase price, (5) the Company's
expectations regarding Light Tower's anticipated annualized site leasing revenue
and annualized tower cash flow at the time of closing, (6) the anticipated
accretion to equity free cash flow per share from the transaction, (7) the
quality, locations and capacity of the Light Tower Wireless tower assets and (8)
the future opportunities associated with the DAS business and its ability to
compliment our core business. These forward-looking statements may be affected
by the risks and uncertainties in the Company's business. This information is
qualified in its entirety by cautionary statements and risk factor disclosures
contained in this press release and the Company's Securities and Exchange
Commission filings, including the Company's report on Form 10-K filed with the
Commission on February 28, 2008. The Company wishes to caution readers that
certain important factors may have affected and could in the future affect the
Company's expectations regarding the Light Tower acquisition and could cause the
actual results to differ materially from those expressed in any forward-looking
statement made by or on behalf of the Company. With respect to the Company's
expectations regarding the Light Tower acquisition, these factors include the
ability and willingness of each party to fulfill their respective closing
conditions, the Company's ability to access availability under its senior credit
facility, the anticipated interest rate on the Company's indebtedness used to
fund the acquisition, the Company's ability to successfully integrate Light
Tower's operations and assets, including the DAS business, the performance of
the acquired Light Tower wireless communications towers and DAS networks
post-closing and the use of DAS systems in future wireless deployments.
Non-GAAP Financial Measure
Tower Cash Flow
This press release includes disclosures regarding the expected annualized tower
cash flow for Light Tower at the time of acquisition, which is a non-GAAP
financial measure. Tower Cash Flow is defined as site leasing revenue, excluding
non-cash site leasing revenue, minus site leasing cost of revenue (excluding
depreciation, accretion and amortization), excluding non-cash ground lease
expense. We have included this non-GAAP financial measure because we believe
this item is an indicator of the profitability of Light Tower's site leasing
operations. In addition, Tower Cash Flow is a component of the calculation used
by our lenders to determine compliance with our senior secured revolving credit
facility. Tower Cash Flow is not intended to be an alternative measure of site
leasing gross profit as determined in accordance with generally accepted
accounting principles. The Non-GAAP measurement of Tower Cash Flow has certain
material limitations. Specifically it does not include non-cash leasing revenue
and non-cash ground lease expense. Because these non-cash leasing revenue and
non- cash ground lease expenses are required by GAAP as they are deemed to
reflect the straight-line impact of our site leasing operations, any measure
that excludes these non-cash items has material limitations. We compensate for
these limitations by using Tower Cash Flow as only one of several comparative
tools, together with GAAP measurements, to assist in the evaluation of the
profitability of our site leasing operations.
Tower Cash Flow for the month ended September 30, 2008 will be calculated in the
same manner as presented in our April 30, 2008 press release, except that it
will be calculated on a monthly basis rather than on a quarterly basis.
Annualized Tower Cash Flow will be Tower Cash Flow multiplied by twelve.
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CONTACT: SBA Communications Corporation
Pam Kline, Vice-President-Capital Markets
(561) 226-9232
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