Debt

9 Months Ended

Sep. 30, 2023

Debt [Abstract]

Debt

‎

10.DEBT

The principal values, fair values, and carrying values of debt consist of the following (in thousands):

		As of						As of
		September 30, 2023						December 31, 2022
	Maturity Date	Principal ‎Balance		Fair Value		Carrying ‎Value		Principal ‎Balance		Fair Value		Carrying ‎Value
Revolving Credit Facility	Jul. 7, 2026	$	370,000	$	370,000	$	370,000	$	720,000	$	720,000	$	720,000
2018 Term Loan	Apr. 11, 2025		2,274,000		2,271,158		2,268,489		2,292,000		2,280,540		2,284,007
2014-2C Tower Securities (1)	Oct. 8, 2024		620,000		602,454		618,880		620,000		598,480		618,099
2019-1C Tower Securities (1)	Jan. 12, 2025		1,165,000		1,107,799		1,161,718		1,165,000		1,095,776		1,159,860
2020-1C Tower Securities (1)	Jan. 9, 2026		750,000		677,753		746,570		750,000		665,633		745,480
2020-2C Tower Securities (1)	Jan. 11, 2028		600,000		510,414		596,209		600,000		506,574		595,586
2021-1C Tower Securities (1)	Nov. 9, 2026		1,165,000		1,008,599		1,157,471		1,165,000		991,705		1,155,724
2021-2C Tower Securities (1)	Apr. 9, 2027		895,000		766,926		888,721		895,000		756,302		887,443
2021-3C Tower Securities (1)	Oct. 9, 2031		895,000		681,954		887,146		895,000		686,134		886,495
2022-1C Tower Securities (1)	Jan. 11, 2028		850,000		844,492		840,973		850,000		855,899		840,053
2020 Senior Notes	Feb. 15, 2027		1,500,000		1,374,180		1,489,215		1,500,000		1,375,815		1,487,013
2021 Senior Notes	Feb. 1, 2029		1,500,000		1,245,000		1,489,710		1,500,000		1,286,250		1,488,402
Total debt		$	12,584,000	$	11,460,729	$	12,515,102	$	12,952,000	$	11,819,108	$	12,868,162
Less: current maturities of long-term debt							(24,000)						(24,000)
Total long-term debt, net of current maturities						$	12,491,102					$	12,844,162

(1)The maturity date represents the anticipated repayment date for each issuance.

The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:

	Interest	For the three months ended September 30,								For the nine months ended September 30,
	Rates as of	2023				2022				2023				2022
	September 30,	Cash		Non-cash		Cash		Non-cash		Cash		Non-cash		Cash		Non-cash
	2023	Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest
		(in thousands)
Revolving Credit Facility	6.520%	$	6,219	$	—	$	4,896	$	—	$	24,287	$	—	$	10,778	$	—
2018 Term Loan (1)	2.651%		15,615		6,803		13,038		11,440		44,898		23,701		35,565		34,318
2014-2C Tower Securities	3.869%		6,046		—		6,046		—		18,138		—		18,138		—
2018-1C Tower Securities	3.448%		—		—		5,570		—		—		—		16,711		—
2019-1C Tower Securities	2.836%		8,357		—		8,357		—		25,072		—		25,072		—
2020-1C Tower Securities	1.884%		3,598		—		3,598		—		10,793		—		10,793		—
2020-2C Tower Securities	2.328%		3,540		—		3,540		—		10,619		—		10,619		—
2021-1C Tower Securities	1.631%		4,870		—		4,870		—		14,567		—		14,567		—
2021-2C Tower Securities	1.840%		4,196		—		4,196		—		12,587		—		12,587		—
2021-3C Tower Securities	2.593%		5,873		—		5,873		—		17,619		—		17,619		—
2022-1C Tower Securities	6.599%		14,094		—		—		—		42,281		—		—		—
2020 Senior Notes	3.875%		14,531		92		14,531		88		43,594		274		43,594		264
2021 Senior Notes	3.125%		11,719		—		11,719		—		35,156		—		35,156		—
Other			664		1,003		727		—		2,224		5,680		2,329		—
Total		$	99,322	$	7,898	$	86,961	$	11,528	$	301,835	$	29,655	$	253,528	$	34,582

(1)The 2018 Term Loan has a blended rate of 2.651%, which includes the impact of the interest rate swaps entered into on August 4, 2020, and amended on June 21, 2023, which swapped $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through July 31, 2023 and then at Term SOFR plus 185 basis points (inclusive of a credit spread adjustment (“CSA”) of 0.10%) for an all-in fixed rate of 1.900% per annum through the maturity date of the 2018 Term Loan. Excluding the impact of the interest rate swap, the 2018 Term Loan was accruing interest at 7.170% as of September 30, 2023. Refer to Note 17 for more information on the Company’s interest rate swap.

Terms of the Senior Credit Agreement

On July 3, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II LLC (“SBA Senior Finance II”), amended its Revolving Credit Facility to replace LIBOR with Term SOFR as the benchmark interest rate and make related changes.

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility consists of a revolving loan under which up to $1.5 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate (or Term SOFR as amended July 3, 2023) plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of unused commitment. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, July 7, 2026. Furthermore, the Revolving Credit Facility incorporates sustainability-linked targets which will adjust the Revolving Credit Facility’s applicable interest and commitment fee rates upward or downward based on how the Company performs against those targets. Borrowings under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of the period may not be reflective of the total amounts outstanding during such period.

The key terms of the Revolving Credit Facility are as follows:

		Unused	Financial Covenant
	Interest Rate	Commitment	Compliance
	as of	Fee as of	Status as of
	September 30, 2023 (1)	September 30, 2023 (2)	September 30, 2023
Revolving Credit Facility	6.520%	0.140%	In Compliance

(1)The rate reflected includes a 0.050% reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2022.

(2)The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2022.

The table below summarizes the Company’s Revolving Credit Facility activity during the three and nine months ended September 30, 2023 and 2022 (in thousands):

	For the three months				For the nine months
	ended September 30,				ended September 30,
	2023		2022		2023		2022
Beginning outstanding balance	$	450,000	$	530,000	$	720,000	$	350,000
Borrowings		50,000		—		190,000		330,000
Repayments		(130,000)		(120,000)		(540,000)		(270,000)
Ending outstanding balance	$	370,000	$	410,000	$	370,000	$	410,000

Subsequent to September 30, 2023, the Company repaid $85.0 million under the Revolving Credit Facility, and as of the date of this filing, $285.0 million was outstanding.

Term Loan under the Senior Credit Agreement

On July 3, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II, amended its 2018 Term Loan to replace LIBOR with Term SOFR as the benchmark interest rate. As amended, the 2018 Term Loan accrues interest at Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%).

On June 21, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II, amended its interest rate swap agreement which swapped $1.95 billion of notional value accruing interest at Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%) for an all-in fixed rate of 1.900% from August 1, 2023 through the maturity date of the 2018 Term Loan.

During the three and nine months ended September 30, 2023, the Company repaid an aggregate of $6.0 million and $18.0 million, respectively, of principal on the 2018 Term Loan. As of September 30, 2023, the 2018 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

As of September 30, 2023, the entities that are borrowers on the mortgage loan (the “Borrowers”) met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers.