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Subsequent Events
3 Months Ended
Mar. 31, 2012
Subsequent Events [Abstract]  
Subsequent Events
15. SUBSEQUENT EVENTS

Mobilitie Acquisition

On April 2, 2012, the Company, through its wholly-owned subsidiary SBA Monarch Acquisition, LLC ("SBA Monarch"), completed the acquisition of the equity interests of specified entities that were affiliates of Mobilitie LLC (the "Mobilitie Acquisition"). As of April 2, 2012, these entities owned 2,275 towers with an additional 42 towers in development in the US and Central America and also owned indoor and outdoor distributed antenna system (DAS) assets in Chicago, Las Vegas, New York City and Auburn, Alabama. The total consideration paid by the Company in the Mobilitie Acquisition was (i) $850.0 million in cash and (ii) 5,250,000 newly issued shares of the Company's Class A common stock. In connection with the subsequent offering by the selling shareholders of the 5,250,000 shares of Class A common stock received in the Mobilitie Acquisition, the Company agreed not to sell, pledge or otherwise dispose of any shares for a period of 45 days from April 2, 2012 without the prior written consent of the underwriter, except as otherwise permitted under the terms of the underwriting agreement. The Company is in process of evaluating the purchase price valuation regarding the acquisition.

 

Bridge Loan

Simultaneous with the closing of the Mobilitie Acquisition, SBA Monarch entered into a credit agreement among SBA Monarch, as borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC and Barclays Bank PLC, as joint lead arrangers and bookrunners (the "Bridge Loan Credit Agreement"). Pursuant to the Bridge Loan Credit Agreement, SBA Monarch borrowed an aggregate principal amount of $400 million under a senior secured bridge loan (the "bridge loan"). The bridge loan will mature on April 1, 2013. Amounts borrowed under the Bridge Loan Credit Agreement are secured by a first lien on substantially all of the assets (other than leasehold, easement and fee interests in real property) of SBA Monarch and SBA Monarch's subsidiaries (the assets acquired in the Mobilitie Acquisition), and a pledge of Telecommunications' interests in SBA Monarch. The bridge loan bears interest, at SBA Monarch's election, at either the Base Rate plus a margin that ranges from 2.00% to 2.50% or the Eurodollar Rate plus a margin that ranges from 3.00% to 3.50%, in each case based on SBA Monarch's ratio of Consolidated Total Debt to Consolidated Adjusted EBITDA (calculated in accordance with the Bridge Loan Credit Agreement). As of April 30, 2012, the bridge loan bears interest at the Eurodollar Rate plus 3.5% (currently 3.74%). The Bridge Loan Credit Agreement also contains customary affirmative and negative covenants.

The proceeds from the bridge loan and borrowings under the Revolving Credit Facility (see Note 8) were used to fund the cash consideration paid in the Mobilitie acquisition and to pay related fees and expenses. Any principal of the bridge loan which has not been prepaid will be repaid on the maturity date. SBA Monarch has the ability to prepay any or all amounts under the bridge loan without premium or penalty.

The Bridge Loan Credit Agreement requires SBA Monarch's ratio of Consolidated Total Debt to Consolidated Adjusted EBITDA not to exceed 7.0 to 1.0 for any fiscal quarter. The Bridge Loan Credit Agreement also contains customary affirmative and negative covenants that, among other things, limit the ability of SBA Monarch and its subsidiaries to incur indebtedness, grant certain liens, make certain investments, enter into sale leaseback transactions, merge or consolidate, make certain restricted payments, enter into transactions with affiliates, make certain capital expenditures and engage in certain asset dispositions, including a sale of all or substantially all of their property.

Upon the occurrence of certain bankruptcy and insolvency events with respect to Telecommunications, a wholly-owned subsidiary of the Company, or any of its subsidiaries, all amounts due under the Bridge Loan Credit Agreement and other loan documents become immediately due and payable. If certain other events of default occur and are continuing, including failure to pay the principal and interest when due, a breach of a negative covenant or failure to perform any other requirement in the Bridge Loan Credit Agreement, the Bridge Loan Guarantee and Collateral Agreement (as described below) and certain other debt instruments of Telecommunications or subsidiaries of Telecommunications, then, with the consent of or upon the request of the lenders holding more than 50% of the aggregate unpaid principal amount of the bridge loan, all amounts due under the Bridge Loan Credit Agreement and other loan documents become immediately due and payable.

In connection with the Bridge Loan Credit Agreement, Telecommunications, SBA Monarch and certain of SBA Monarch's subsidiaries (the "Subsidiary Guarantors") entered into a Guarantee and Collateral Agreement (the "Bridge Loan Guarantee and Collateral Agreement"), dated as of April 2, 2012, pursuant to which Telecommunications and the Subsidiary Guarantors guaranteed amounts borrowed under the Bridge Loan Credit Agreement and SBA Monarch and the Subsidiary Guarantors granted a security interest in substantially all of the assets (other than leasehold, easement and fee interests in real property) of SBA Monarch and the Subsidiary Guarantors (the assets acquired in the Mobilitie Acquisition) as collateral for obligations outstanding under the Bridge Loan Credit Agreement.

 

Supplement to Credit Agreement to Increase Revolving Credit Facility

In addition, simultaneous with the closing of the Mobilitie acquisition, SBA Senior Finance II increased the aggregate principal amount of its Revolving Credit Facility under the Senior Credit Agreement from $500 million to $600 million. All other terms of the Senior Credit Agreement remained the same.

On April 12, 2012 the Company borrowed an additional $284.0 million under its Revolving Credit Facility. The Company has $116.0 million of availability under its Revolving Credit Facility.

Lehman Brothers Settlement

On April 17, 2012 the Company received a partial settlement of $4.6 million relating to the Chapter 11 bankruptcy case of Lehman Brothers Holdings Inc. and its affiliated debtors related to the Lehman Derivatives. The amount received will be recorded as a gain in other income in the income statement during the second quarter. See Note 8 for more details on the Lehman Derivatives.

High Yield Clawback

On April 13, 2012, the proceeds from the equity offering of 6,005,000 shares of our Class A common stock (see Note 9 for details on the equity offering) were used to redeem $131.3 million in aggregate principal amount of our 8.0% senior notes due 2016 and $131.3 million in aggregate principal amount of our 8.25% senior notes due 2019 and to pay the applicable premium for the redemption (resulting in annualized cash interest expense savings of $21.3 million).