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 33487 Telephone 5619957670 CIK 0001034054 Symbol SBAC SIC Code 4899 - Communications Services, Not Elsewhere Classified Industry Communications Services Sector Services Fiscal Year 12/31 http://www.edgar-online.com Copyright 2012, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 000-30110 65-0716501 (State or Other Jurisdiction of Incorporation) (Commission File Number) Registrant s telephone number, including area code: (561) 995-7670 (IRS Employer Identification No.) 5900 Broken Sound Parkway N.W. Boca Raton, FL 33487 (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 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure. On December 26, 2012, SBA Communications Corporation (the Company ) posted a presentation on its website (www.sbasite.com) 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 99.1. Also on December 26, 2012, the Company issued a press release regarding the tower acquisition in Brazil. The press release is furnished as Exhibit 99.2. 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. 99.2 Press release issued by SBA Communications Corporation on December 26, 2012.
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
SBA New December Market Communications 26, Overview: 2012 Corporation Brazil Exhibit 99.1
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?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
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 www.sbasite.com.
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: www.sbasite.com. Contacts: Mark DeRussy, CFA Capital Markets 561-226-9531 Lynne Hopkins Media Relations 561-226-9431 ###