NASDAQ: SBAC SBA COMMUNICATIONS CORP 8-K

SBA Communications refinances $4.3B secured debt with $3.5B unsecured notes, new up to $2.5B revolver

Filed July 24, 2026 · Period ending July 23, 2026 · ~1 min read

Key Changes

high

Issued $3.5B senior unsecured notes across three tranches (4.875% 2030, 5.150% 2031, 5.450% 2033) and established new up to $2.5B unsecured revolver maturing 2031, shifting from secured to unsecured capital structure.

Item 1.01 verify on EDGAR →
high

Used proceeds to fully repay $2.3B secured term loan (originally due 2031) and all outstanding borrowings under prior $2.0B secured revolver (originally due 2029), terminating the $4.3B prior credit facility.

Item 1.02 verify on EDGAR →
medium

New credit facility requires Consolidated Total Net Leverage Ratio ≤7.50x (or 8.00x for four quarters post-acquisition) and Consolidated Senior Secured Leverage Ratio ≤3.50x.

Item 1.01 verify on EDGAR →
medium

Noteholders can require repurchase at 101% of principal plus accrued interest upon a Change of Control Triggering Event.

Item 1.01 verify on EDGAR →
medium

New revolver bears interest at floating rate plus 0.75%-1.375% margin (or base rate plus 0%-0.375%) based on credit ratings, with option to increase facility by up to $1.0B.

Item 1.01 verify on EDGAR →

Summary

SBA Communications completed a comprehensive refinancing, replacing its $4.3 billion secured credit facility with $3.5 billion in unsecured senior notes and a new up to $2.5 billion unsecured revolving credit facility.

The company issued notes across three maturities—$1.35 billion at 4.875% due 2030, $1.35 billion at 5.150% due 2031, and $800 million at 5.450% due 2033—and used the proceeds to fully repay its secured term loan and revolver.

This transaction shifts SBAC from a secured to an unsecured capital structure, with the new notes ranking equally with existing senior debt but structurally subordinated to subsidiary liabilities. The new up to $2.5 billion revolver matures in July 2031 and carries pricing tied to the company's credit ratings, with margins ranging from 0.75% to 1.375% over floating benchmark rates. The facility includes financial covenants capping total net leverage at 7.50x (or 8.00x for four quarters following certain acquisitions) and senior secured leverage at 3.50x. The refinancing provides SBAC with continued liquidity and financial flexibility while extending maturities and transitioning to an unsecured debt profile. Noteholders receive change-of-control protection through a put right at 101% of principal.

Section-by-Section Diff

Event · Item 2.03 — Creation of a Direct Financial Obligation

~38 words

Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).

1 Added

Added Item 2.03 — direct financial obligation (cross-ref) medium

Added in current filing · verify on EDGAR →

Item 2.03

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

The information in Item 1.01 is incorporated herein by reference.

The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~1,700 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

3 Added

Added Senior notes issuance high

Added in current filing · verify on EDGAR →

On July 23, 2026, SBA Communications Corporation (the “Company”) closed its previously announced public offering (the “Offering”) of $1.35 billion aggregate principal amount of its 4.875% Senior Notes due 2030 (the “2030 Notes”), $1.35 billion aggregate principal amount of its 5.150% Senior Notes due 2031 (the “2031 Notes”) and $800.0 million aggregate principal amount of its 5.450% Senior Notes due 2033 (the “2033 Notes” and, together with the 2030 Notes and the 2031 Notes, the “Notes”).

The company issued $3.5 billion in senior unsecured notes across three tranches: $1.35 billion at 4.875% due 2030, $1.35 billion at 5.150% due 2031, and $800 million at 5.450% due 2033. Interest is payable semi-annually on January 15 and July 15, beginning January 15, 2027. The notes rank equally with existing senior debt but are structurally subordinated to liabilities of the company's operating subsidiaries.

Added Use of proceeds high

Added in current filing · verify on EDGAR →

The Company used the net proceeds of the Offering to repay in full its senior secured term loan that would have matured on January 25, 2031 and repay in full outstanding borrowings under its senior secured revolving credit facility that would have matured on January 25, 2029. The Company intends to use any remaining net proceeds from the Offering for general corporate purposes.

The company used the note proceeds to fully repay its senior secured term loan (originally maturing January 25, 2031) and all outstanding borrowings under its senior secured revolving credit facility (originally maturing January 25, 2029). This refinancing shifts the company from secured to unsecured debt. Any remaining proceeds will be used for general corporate purposes.

Added New unsecured credit facility high

Added in current filing · verify on EDGAR →

Concurrently with the closing of the Offering, the Company entered into a new senior unsecured credit agreement, dated as of July 23, 2026, among the Company, the several lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent (the “New Senior Credit Agreement”). The New Senior Credit Agreement provides for a senior unsecured revolving credit facility under which up to $2.5 billion aggregate principal amount may be borrowed, repaid and redrawn from time to time, subject to the satisfaction of customary conditions to borrowing, through the maturity date of July 23, 2031 (the “New Credit Facility”).

The company established a new $2.5 billion senior unsecured revolving credit facility maturing July 23, 2031. Borrowings bear interest at a floating rate (eurocurrency, term SOFR, term CORRA, or daily simple RFR) plus a margin of 0.75% to 1.375%, or at a base rate plus 0% to 0.375%, depending on the company's credit ratings. The facility can be increased by up to $1.0 billion without lender consent, subject to compliance with financial covenants.

Event · Item 1.02 — Termination of a Material Definitive Agreement

~300 words

SBAC terminated its $4.3B prior credit facility after refinancing with new debt offering proceeds.

1 Added

Added Prior credit facility termination high

Added in current filing · verify on EDGAR →

On July 23, 2026, concurrently with the closing of the Offering and entry into the New Senior Credit Agreement, SBA Senior Finance II LLC (the “Borrower”), a wholly-owned subsidiary of the Company, terminated the Third Amended and Restated Credit Agreement, dated as of January 25, 2024, among the Borrower, the several lenders from time to time party thereto, and Toronto Dominion (Texas) LLC, as administrative agent (as amended, supplemented or modified from time to time, the “Prior Senior Credit Agreement”).

SBAC's subsidiary terminated its existing credit agreement from January 2024 concurrently with closing a new debt offering and entering a new credit agreement. This represents a refinancing transaction where the company replaced its prior credit facility with new financing arrangements.