SBA Communications Corporation to Offer $350 Million of Convertible Senior Notes

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Mon Apr 20, 2009 8:09am EDT

BOCA RATON, Fla., April 20, 2009 (GLOBE NEWSWIRE) -- SBA Communications
Corporation today announced that it intends to offer $350 million of convertible
senior notes due October 2014. SBA also expects to grant the initial purchasers
an option to purchase up to $50 million of additional notes to cover
over-allotments. The notes will be offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act").

Prior to July 22, 2014, the notes will be convertible only upon specified events
and, thereafter, at any time. Upon conversion, the notes may be settled, at
SBA's election, in cash, shares of SBA Class A common stock, or a combination of
cash and shares of SBA Class A common stock. The interest rate, conversion price
and other terms will be determined by negotiations between SBA and the initial
purchasers of the notes.

Concurrently with the transaction, SBA intends to use a portion of the offering
proceeds to enter into convertible note hedge transactions with affiliates of
one or more of the initial purchasers of the notes. These convertible note hedge
transactions are intended to reduce the potential dilution to SBA Class A common
stock resulting from the potential future conversion of the notes. SBA also
intends to enter into separate warrant transactions with affiliates of one or
more of the initial purchasers with an anticipated initial strike price
equivalent to 180% of the closing price of SBA Class A common stock on the
pricing date. If the initial purchasers exercise their option to purchase
additional notes to cover over-allotments, SBA will enter into additional
warrant transactions and use a portion of the net proceeds from the sale of the
additional notes and the additional warrants to enter into additional
convertible note hedge transactions.

From the remaining net proceeds from the sale of the notes and the warrants, SBA
may use up to $50 million to repurchase shares of its Class A common stock,
subject to market conditions. The concurrently repurchased shares will be
purchased in privately negotiated transactions, through one or more of the
initial purchasers or their affiliates. The remaining net proceeds will be used
for general corporate purposes, including repurchases or repayments of SBA's
outstanding debt.

Contingent upon the pricing of the offering of these notes and the entering into
of the convertible note hedge transactions, SBA intends to terminate that
portion of the convertible note hedge transactions that it entered into in March
2007 with respect to its 0.375% Convertible Senior Notes due 2010 which relates
to the $264.1 million principal amount of 0.375% Convertible Senior Notes that
SBA previously repurchased for cash or stock, and a corresponding portion of the
warrant transactions that it entered into on the same day.

The counterparties to the new hedging transactions and the 2007 hedging
transactions, or their respective affiliates, expect to enter into privately
negotiated derivative transactions between themselves in SBA Class A common
stock concurrently with or shortly after the pricing of the notes. Further, at
the same time, the 2007 hedge counterparties may also enter into privately
negotiated sale transactions in SBA Class A common stock with SBA. In addition,
at the same time, the hedge counterparties to the new transactions also expect
to purchase shares of, and/or enter into derivatives in, SBA Class A common
stock in privately negotiated transactions with third parties and/or open market
transactions. The net effect of these hedging activities and the Company
repurchases of its Class A common stock discussed above on the market price of
SBA Class A common stock, including the direction and magnitude of such effect,
will depend on several factors, including market conditions.

Today's announcement does not constitute an offer to sell or the solicitation of
an offer to buy securities. The notes and the shares of SBA Class A common stock
issuable upon conversion of the Notes have not been, and will not be, registered
under the Securities Act or the securities laws of any other jurisdiction and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

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
SBA 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 45,000 antenna sites in
the United States.

Information Concerning Forward-Looking Statements

This press release includes forward-looking statements regarding SBA's intention
to issue the notes and its intended use of the proceeds, including the amount,
timing, method and manner in which SBA may repurchase shares of its Class A
common stock. These forward-looking statements may be affected by risks and
uncertainties in SBA's business, market conditions, and the availability of the
shares of Class A common stock for repurchase. This information is qualified in
its entirety by cautionary statements and risk factor disclosure contained in
SBA's Securities and Exchange Commission filings, including SBA's report on Form
10-K filed with the Commission. SBA wishes to caution readers that certain
important factors may have affected and could in the future affect SBA's actual
results and could cause SBA's actual results for subsequent periods to differ
materially from those expressed in any forward-looking statement made by or on
behalf of SBA, including the risk that the offering of the notes cannot be
successfully completed, risks relating to the availability of cash to effect
stock repurchases and fluctuations in the market price of our Class A common
stock. SBA undertakes no obligation to update forward-looking statements to
reflect events or circumstances after the date hereof.

For additional information about SBA, please contact Pam Kline,
Vice-President-Capital Markets, at (561) 226-9232, or visit our website at
www.sbasite.com.

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CONTACT:  SBA Communications Corporation
          (561) 226-9232
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