SBA COMMUNICATIONS CORP

Transcription

1 SBA COMMUNICATIONS CORP FORM 8-K (Current report filing) Filed 12/26/12 for the Period Ending 12/26/12 Address 5900 BROKEN SOUND PARKWAY BOCA RATON, FL Telephone CIK Symbol SBAC SIC Code Communications Services, Not Elsewhere Classified Industry Communications Services Sector Services Fiscal Year 12/31 Copyright 2012, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) December 26, 2012 SBA Communications Corporation (Exact Name of Registrant as Specified in its Charter) Florida (State or Other Jurisdiction of Incorporation) (Commission File Number) Registrant s telephone number, including area code: (561) (IRS Employer Identification No.) 5900 Broken Sound Parkway N.W. Boca Raton, FL (Address of Principal Executive Offices) (Zip Code) (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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item 7.01 Regulation FD Disclosure. On December 26, 2012, SBA Communications Corporation (the Company ) posted a presentation on its website ( regarding the Company s entrance into the Brazilian market through its acquisition of 800 freestanding wireless towers from Telefonica s Brazilian subsidiary, Vivo S.A. A copy of the presentation is furnished as Exhibit Also on December 26, 2012, the Company issued a press release regarding the tower acquisition in Brazil. The press release is furnished as Exhibit Item 8.01 Other Events. On December 26, 2012, the Company announced its launch of operations in Brazil through the acquisition, on December 20, 2012, of 800 freestanding wireless towers from Vivo S.A. for an aggregate purchase price of approximately R$362.8 million. The purchase price is payable from cash on hand and borrowings under the Company s Revolving Credit Facility. Item 9.01 Financial Statements and Exhibits. (d) Exhibit No. Exhibits Description 99.1 Presentation Press release issued by SBA Communications Corporation on December 26, 2012.

4 SIGNATURES 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: December 26, 2012 SBA COMMUNICATIONS CORPORATION By: /s/ Brendan T. Cavanagh Brendan T. Cavanagh Senior Vice President and Chief Financial Officer

5 SBA New December Market Communications 26, Overview: 2012 Corporation Brazil Exhibit 99.1

6 Forward Certain anticipated environment builds, towers, looking diligence increase (6) New 2 revise the risks new economic (6) and statements. their Looking any conducted towers emerge infrastructure (8) forward-looking capital financial our wireless climate Statements from and should expectations Important Brazil, prior expenditures, information impact time towers investment be including the evaluated statements, factors of time execution wireless regarding the (4) Brazil included and acquisition zoning that the Brazil with communications and whether could Company s of consideration in and not in future this cause agreement, possible other barriers as presentation next financial a ability such legal result Company, three for to industry given differences restrictions (2) entry, management of to performance years, secure new the are to including (4) the Company s forward-looking information, (2) Brazil the many include, and the opportunity to retain of (9) future the predict risks the general ability among those impact as future acquired and growth many all additional statements to uncertainties and others, such of events, successfully Brazilian ability of towers risk the transactions (1) wireless or risk factors Brazilian under and otherwise. site construct inherent factors Company s integrate leasing new telecommunications to set Federal the new assess operations forth the our tenants Company s ability towers acquired business Private the the as impact infrastructure to planned Company s accurately Securities towers, Brazil, that adjusted of industry could such at (5) including (3) anticipated estimate Litigation funds providers cause 10-K risks the returns general, ability from and actual 2013 the our lease in Reform its operations and on future particular, tower results business. other investment rates, willingness the Act financial cash filings demand (5) per of Accordingly, (7) flow events the 1995, with share, that new of performance cost and Brazilian the to including builds (7) wireless of adjusted differ Company SEC. establishing the we opportunities quality materially undertake wireless The of our towers EBITDA. the would risks expectations and acquired operations in service included no from specific, characteristics realize Accordingly, obligation Brazil, those providers towers regarding on here (3) any (8) new based to are the our Brazilian these of to publicly competitive not forward- country, (1) maintain ability on exhaustive. forward- levels acquired the update new to of

7 New?Population?Sixth?Significant?Material 3 Market largest investment of expansion Overview: economy approximately expected of in Brazil the middle world 193 ahead million class of 2014 over World the last Cup ten and years 2016 Olympics

8 Brazil?Emerging?Significant?Regulator,?Recent?Competitive Source: Wireless Claro 25% 19% 27% Oi Others: TIM 4 (Portugal (Telecom 29% (America Wireless <1% Based spectrum Market middle Anatel, carrier Telecom) market on Italia) Market Movil) Share Anatel auctions class spending very with Vivo driving aggressive and four for (Telefonica) expected company LTE strong substantial and in wireless mandating data rural order mobile coverage operators create coverage network denser and growth networks, quality to address requirements increasing data demand and to roll-out new 4G technologies

9 Transaction?Closed?Total?Vivo?Anticipated?Portfolio?Average?Expected 5 initial purchase December tenants portfolio consists establishes to Overview lease 2013 consideration immediately of term portfolio of tower 20, 1.33 existing SBA 2012, of per height ten as TCF tower on accretive a revenues years was substantial the of estimated R$ provides acquisition meters, to from AFFO independent to million all long-term be with of major per between 800 remaining share wireless free-standing, stability tower R$19 structural owner carriers to anchor R$23 in ground-based Brazil capacity million tenant with cash towers a presence flows (no in rooftops) all Brazil from states Vivo S.A., a subsidiary of Telefonica

10 ?Very?Brazil?Additional?Transaction?Assets?Substantial 6 attractive, is acquired the Rationale acquisition existing provides largest high are opportunity high relationships growth, substantial opportunities quality competitive for starting with new substantial Brazilian tower platform wireless builds wireless remaining with market of positive any carriers with capacity of the appropriate adjusted Vivo countries (Telefonica) EBITDA land-use in which to and restrictions support SBA Claro operates additional (America and immediate in-country Movil) need through investment for SBA s substantial Central additional America tower operations infrastructure

11 Exhibit 99.2 FOR IMMEDIATE RELEASE SBA Communications Announces Acquisition of 800 Towers in Brazil Boca Raton, Florida, December 26, 2012 SBA Communications Corporation (NASDAQ: SBAC) ( SBA or the Company ) announced today it has launched operations in Brazil and on December 20, 2012, acquired 800 freestanding wireless towers from one of the leading broadband wireless carriers in Brazil. The consideration for the acquisition is R$362.8 million payable from cash on hand and borrowings under the Company s Revolving Credit Facility. SBA expects these assets will produce approximately R$19 to R$23 million in Tower Cash Flow for the full calendar year 2013 and be immediately accretive to AFFO per share. We are very pleased to have acquired these assets, commented Jeffrey A. Stoops, SBA s President and Chief Executive Officer. We are excited to begin operations in Brazil. This acquisition provides us with a national footprint of high quality towers, including leasing arrangements with all of the major broadband wireless providers, and establishes us as a substantial independent tower owner in an attractive and high growth market. Information Concerning Forward-Looking Statements This press release includes forward-looking statements, including statements regarding (1) the Company s expectations regarding the amount of 2013 tower cash flow that the acquired towers will generate and the overall future performance of the acquired towers post-closing, (2) the financial impact of the acquisition, including the accretive impact of the transactions to the Company s adjusted funds from operations per share, (3) the quality and characteristics of the acquired towers, and (4) the Company s expectations regarding the Brazilian telecommunications industry. 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 the Company s Securities and Exchange Commission filings, including the Company s annual report on Form 10-K filed with the Commission on February 27, 2012 and its other filings with the SEC. The Company wishes to caution readers that certain important factors may have affected, and could in the future affect, the Company s actual results and could cause the Company s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. With respect to the expectations expressed in this press release, these risk factors include, but are not limited to, (1) the Company s ability to accurately estimate the future financial performance of the acquired towers based on the diligence conducted prior to the execution of the agreement, (2) the Company s ability to successfully integrate the acquired towers, (3) the ability and willingness of Brazilian wireless service providers to maintain or increase their capital expenditures, (4) the Company s ability to secure and retain as many Brazilian site leasing tenants as planned at anticipated lease rates, (5) the cost of establishing operations in a new country, (6) the economic climate for the wireless communications industry in Brazil in general and the wireless communications infrastructure providers in particular and (7) those additional risk factors set forth in the Company s 10-K and its other filings with the SEC. This press release will be available on our website at

12 About SBA Communications Corporation SBA Communications Corporation is a first choice provider and leading owner and operator of wireless communications infrastructure in North, South and Central America. By Building Better Wireless, 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. For more information please visit: Contacts: Mark DeRussy, CFA Capital Markets Lynne Hopkins Media Relations ###