8-K

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) February 26, 2009

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)	(IRS Employer Identification No.)

5900 Broken Sound Parkway N.W. Boca Raton, FL	33487
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (561) 995-7670

(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 (see General Instruction A.2. below):

¨ 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 1.01 Entry into a Material Definitive Agreement.

On April 13, 2009, SBA Senior Finance, Inc. (“SBASF”), a wholly-owned subsidiary of SBA Communications Corporation (“SBAC”), entered into a New Lender Supplement with Barclays Bank PLC (“Barclays”) in connection with the credit agreement for the senior secured revolving credit facility (the “Senior Credit Facility”) entered into on January 18, 2008. The New Lender Supplement added Barclays as a lender under the Senior Credit Facility. The New Lender Supplement was effective April 14, 2009 and increased the Senior Credit Facility commitments from $285.0 million to $320.0 million, of which availability is subject to compliance with certain financial ratios. All other terms of the Senior Credit Facility remain the same.

The foregoing description of the Senior Credit Facility does not purport to be complete and is qualified in its entirety by reference to the description of the Senior Credit Facility in the Form 8-K filed with the SEC on January 24, 2008, the Credit Agreement and the Guarantee and Collateral Agreement, copies of which were previously filed with the SEC with the same Form 8-K, the New Lender Supplement with The Royal Bank of Scotland Group plc, described and filed with the SEC on Form 8-K filed on March 7, 2008, and the New Lender Supplement, attached hereto and hereby incorporated by reference into this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 26, 2009, in connection with the completion of SBAC’s year-end audit, the Compensation Committee of the Board of Directors of SBAC (the “Compensation Committee”) approved awards of stock options to each of its named executive officers. Pursuant to SBAC’s equity grant policy, the effective date of the awards was the fourth business day in March, or March 5, 2009. Messrs. Stoops, Cavanagh, Bagwell, Hunt and Silberstein received grants for 194,605, 61,628, 84,332, 84,332, and 61,628 shares, respectively, with an exercise price of $19.68, the closing price of SBAC’s Class A common stock on the grant date.

On February 26, 2009, the Compensation Committee also approved the 2009 cash bonus plans for Messrs. Stoops, Cavanagh, Bagwell and Hunt. Pursuant to the cash bonus plans, the Committee establishes target annual incentive opportunities, expressed as a percent of base salary, for each named executive officer, other than Mr. Silberstein. For each of Messrs. Stoops, Bagwell and Hunt, the target annual bonus opportunity is equal to 100% of the officer’s base salary. For Mr. Cavanagh, the target annual bonus opportunity is equal to 75% of the officer’s base salary. Achievement of SBAC’s Adjusted EBITDA targets will be the basis for 50% of each executive officer’s bonus opportunity and a subjective evaluation of the performance of the individual executive officer during fiscal 2009 will be the basis for the other 50% of each executive officer’s bonus opportunity. However, pursuant to the bonus plan, none of these executive officers may receive more than 100% of their respective target bonus. On March 19, 2009, the Compensation Committee approved the 2009 annual cash bonus plan of Mr. Silberstein, who heads our tower leasing efforts. Mr. Silberstein’s bonus is primarily determined pursuant to a formula that measures the net revenue added to our tower portfolio from new tenant leases and amendments to existing tenant leases. Mr. Silberstein’s bonus is not subject to a cap.

Item 7.01 Regulation FD Disclosure.

On April 20, 2009, SBAC issued a press release in which it reconfirmed its guidance for the quarter ended March 31, 2009. A copy of the press release is furnished as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

As described in Item 7.01 of this Report, Exhibit 99.1 is furnished as part of this Current Report on Form 8-K.

Exhibit No.	Description
10.77	New Lender Supplement, effective April 14, 2009, entered into between SBA Senior Finance, Inc. and Barclays Bank PLC and accepted by Toronto Dominion (Texas) LLC, as Administrative Agent, and The Toronto-Dominion Bank, as Issuing Lender.
99.1	Press release issued by SBA Communications Corporation on April 20, 2009.

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.

SBA COMMUNICATIONS CORPORATION
By:	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Senior Vice President and Chief Financial Officer

Dated: April 20, 2009

EX-10.77

Exhibit 10.77

NEW LENDER SUPPLEMENT

Reference is made to the Credit Agreement, dated as of January 18, 2008, as amended by the First Amendment thereto dated as of July 18, 2008 and the Second Amendment thereto dated as of April 13, 2009 (as amended, supplemented or modified from time to time, the “Credit Agreement”), among SBA Senior Finance, Inc., a Florida corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and Toronto Dominion (Texas) LLC, as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The New Lender identified on Schedule l hereto (the “New Lender”), the Administrative Agent and the Borrower agree as follows:

1. The New Lender hereby irrevocably makes a Revolving Credit Commitment to the Borrower in the amount set forth on Schedule 1 hereto (the “New Revolving Credit Commitment”) pursuant to Section 2.19(b) of the Credit Agreement. From and after the Effective Date (as defined below), the New Lender will be a Lender under the Credit Agreement with respect to the New Revolving Credit Commitment.

2. The Administrative Agent (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Parent, Holdings or the Borrower, any of their respective Subsidiaries or Affiliates or any other obligor or the performance or observance by the Parent, Holdings or the Borrower, any of their respective Subsidiaries or Affiliates or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto.

3. The New Lender (a) represents and warrants that it is legally authorized to enter into this New Lender Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 4.1 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this New Lender Supplement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15 of the Credit Agreement.

4. The effective date of this New Lender Supplement shall be the Effective Date of the New Revolving Credit Commitment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this New Lender Supplement by each of the New Lender and the Borrower, it will be delivered to the Administrative Agent for acceptance and recording by it pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative Agent).

5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the New Revolving Credit Commitment (including payments of principal, interest, fees and other amounts) to the New Lender for amounts which have accrued on and subsequent to the Effective Date.

6. From and after the Effective Date, the New Lender shall be a party to the Credit Agreement and, to the extent provided in this New Lender Supplement, have the rights and obligations of a Lender thereunder and shall be bound by the provisions thereof.

7. This New Lender Supplement shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this New Lender Supplement to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

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Schedule 1

to New Lender Supplement

Name of New Lender: Barclays Bank PLC

Effective Date of New Revolving Credit Commitment: April 14, 2009

Principal Amount of New Revolving Credit Commitment: $35 million

BARCLAYS BANK PLC		SBA SENIOR FINANCE, INC.
By:	/s/ Ritam Bhalla	By:	/s/ Jeffrey A. Stoops
Name:	Ritam Bhalla	Name:	Jeffrey A. Stoops
Title:	Vice President	Title:	President and Chief Executive Officer
Accepted:
TORONTO DOMINION (TEXAS) LLC, as Administrative Agent
By:	/s/ Ian Murray
Name:	Ian Murray
Title:	Authorized Signatory
THE TORONTO-DOMINION BANK, as Issuing Lender
By:	/s/ Robyn Zeller
Name:	Robyn Zeller
Title:	Vice President

EX-99.1

Exhibit 99.1

NEWS

FOR IMMEDIATE RELEASE

SBA Communications Corporation Reaffirms

First Quarter 2009 Guidance

SBA COMMUNICATIONS CORPORATION (NASDAQ: SBAC); BOCA RATON, FLORIDA,

Monday, April 20, 2009

SBA Communications Corporation (“SBA” or the “Company”) announced today that it is reaffirming previously provided guidance for the fiscal quarter ended March 31, 2009.

	Quarter ended March 31, 2009*
	($’s in millions)
Site leasing revenue	$	114.0 to $116.0
Site development revenue	$	18.0 to $  20.0
Total revenues	$	132.0 to $136.0
Tower cash flow	$	88.0 to $  90.0
Adjusted EBITDA (1)	$	79.5 to $  81.5
Net cash interest expense (2)	$	26.0 to $  27.0
Cash taxes paid	$	0.5 to $    0.7
Non-discretionary cash capital expenditures (3)	$	2.0 to $    3.0
Equity free cash flow (4)	$	48.8 to $  53.0
Discretionary cash capital expenditures (5)	$	10.0 to $  18.0

* The Outlook provided is based on a number of assumptions that the Company believes are reasonable at the time of this press release.

(1) Excludes acquisition related costs which, commencing January 1, 2009 pursuant to the adoption of Statement of Financial Accounting Standard 141(R), are required to be expensed and included within operating expenses.

(2) Excludes amortization of deferred financing fees, non-cash interest expense associated with the Optasite credit facility, any non-cash interest expense associated with the adoption of APB 14-1 and any impact of interest rate hedging.

(3) Consists of tower maintenance and general corporate capital expenditures.

(4) Defined as Adjusted EBITDA less net cash interest expense, non-discretionary cash capital expenditures and cash taxes paid.

(5) Consists of new tower builds, tower augmentations, tower acquisitions and related earn-outs and ground lease purchases. The Company plans on building 80 to 100 new towers in 2009 for its ownership.

As previously indicated on April 13, 2009, SBA will release its first quarter results on Monday, May 4, 2009, after market close. SBA will host a conference call on Tuesday, May 5, 2009 at 10:00 A.M. ET to discuss these results. The call may be accessed as follows:

When:	Tuesday, May 5, 2009 at 10:00 A.M. ET
Dial-in Number:	(866) 254-5940
Conference call name:	SBA First Quarter Results
Replay:	May 5, 2009 at 12:00 P.M. through May 19, 2009 at 11:59 P.M.
Number:	(800) 475-6701
Access Code:	994994
Internet access:	www.sbasite.com

Information Concerning Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding (i) the Company’s financial and operational guidance for the first quarter of 2009; and (ii) the Company’s expectations regarding its tower portfolio growth during 2009, including the Company’s plan to build 80 to 100 new towers, and the impact of such growth on the Company’s 2009 Outlook. 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, 2009. 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 Company’s expectations regarding all of these statements, including its financial guidance, such risk factors include, but are not limited to: (1) the ability and willingness of wireless service providers to maintain or increase their capital expenditures; (2) the Company’s ability to secure and retain as many site leasing tenants as planned at anticipated lease rates; (3) the impact, if any, of consolidation among wireless service providers; (4) the Company’s ability to secure and deliver anticipated services business at contemplated margins; (5) the Company’s ability to maintain expenses and cash capital expenditures at appropriate levels for our business; (6) the Company’s ability to successfully refinance its debt with maturity dates in 2010 and 2011 ahead of their maturity dates, on favorable terms, or at all; (7) the zoning, weather, availability of labor and supplies and other factors that could affect the Company’s ability to build 80 to 100 towers in 2009; (8) the Company’s ability to acquire land underneath towers on terms that are accretive; (9) the Company’s ability to realize economies of scale from its tower portfolio; (10) the Company’s ability to comply with covenants and the terms of its credit instruments; (11) market conditions and the state of the credit markets and capital markets, including the level of volatility, illiquidity and interest rates that may affect the Company’s ability to repurchase outstanding debt, refinance its outstanding debt, service its outstanding debt, access current borrowing availability, or impact the Company’s ability to pursue other financing alternatives, including the offering of common stock, convertible securities or securitization transactions; (12) the economic climate for the wireless communications industry in general and the wireless communications infrastructure providers in particular; and (13) the continued dependence on towers and outsourced site development services by the wireless carriers.

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Non-GAAP Financial Measures

This press release includes guidance relating to the non-GAAP financial measures of Tower Cash Flow, Adjusted EBITDA and Equity Free Cash Flow.

Tower Cash Flow is defined as site leasing segment operating profit excluding non-cash leasing revenue and non-cash ground lease expense. We use Tower Cash Flow because we believe this measure is an indicator of our site leasing operating performance. In addition, Tower Cash Flow is a component of the calculation used by our lenders to determine compliance with our senior secured revolving credit facility. Tower Cash Flow is not intended to be an alternative measure of site leasing gross profit as determined in accordance with GAAP. Tower Cash Flow has certain material limitations. Specifically, this measurement does not include leasing revenue of a non-cash nature and ground lease expense of a non-cash nature which would reflect the straight-line impact of the tenant leases and ground leases associated with our site leasing operations.

Adjusted EBITDA is defined as net income (loss) excluding the impact of net interest expense, provision for taxes, depreciation, accretion and amortization, asset impairment and other charges, non-cash compensation, loss from write-off of deferred financing fees and extinguishment of debt, other income and expense, non-recurring acquisition related integration costs associated with the Optasite and Light Tower acquisitions, acquisition related costs which, pursuant to the adoption of Statement of Financial Accounting Standard 141(R), are required to be expensed and included within operating expenses, non-cash leasing revenue and non-cash ground lease expense. We use Adjusted EBITDA because we believe this item is an indicator of the profitability and performance of our core operations and reflects the changes in our operating results. In addition, Adjusted EBITDA is a component of the calculation used by our lenders to determine compliance with our senior secured revolving credit facility. Adjusted EBITDA is not intended to be an alternative measure of operating income as determined in accordance with GAAP. Adjusted EBITDA has certain material limitations, including the following:

• It does not include interest expense. Because we have borrowed money in order to finance our operations, interest expense is a necessary element of our costs and ability to generate profits and cash flows.

• It does not include depreciation, accretion and amortization expense. As we use capital assets, depreciation, accretion and amortization expense is a necessary element of our costs and ability to generate profits.

• It does not include provisions for taxes. The payment of taxes is a necessary element of our costs, particularly in the future.

• It does not include non-cash expenses such as asset impairment and other charges, non-cash compensation, other expense/income, non-cash leasing revenue and non-cash ground lease expense. These non-cash items are a necessary element of our costs and our ability to generate profits.

Equity Free Cash Flow is defined as Adjusted EBITDA minus net cash interest expense, non-discretionary cash capital expenditures and cash taxes paid. We use Equity Free Cash Flow because we believe that this measure is an indicator of the amount of cash produced by our business and thus reflects the amount that may be available for reinvestment in the business through discretionary capital expenditures, repayment of indebtedness or return to shareholders. Equity Free Cash Flow is not intended to be an alternative measure of cash flow from operations or operating income as

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determined in accordance with GAAP. The use of Equity Free Cash Flow has certain material limitations. Specifically, this measurement does not include discretionary capital expenditures. Because the determination of which capital expenditures are discretionary is subject to various interpretations and because these types of capital expenditures are an integral part of our plans for growth, any measure that excludes these items has material limitations. Furthermore, as the calculations of Equity Free Cash Flow are based on our Adjusted EBITDA, this measure is subject to the same material limitations associated with Adjusted EBITDA. In addition, by using Adjusted EBITDA as the starting point rather than cash flow from operating activities, timing differences on the cash receipts and disbursements of a number of items, primarily in working capital, are not captured.

We compensate for the limitations in using these non-GAAP financial measures by using them as only three of several comparable tools, together with GAAP measurements, to assist in the evaluation of our profitability, operating results and cash flow from operations. These non-GAAP financial measures for the quarter ended March 31, 2009 will be calculated in the same manner presented in our press release relating to financial and operational results for the fourth quarter and year ended December 31, 2008 furnished as an exhibit to our Form 8-K filed with the SEC on February 27, 2009.

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 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. Since it was founded in 1989, SBA has participated in the development of over 45,000 antenna sites in the United States.

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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