10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549            

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission File Number: 000-30110

SBA COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Florida	65-0716501
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5900 Broken Sound Parkway NW Boca Raton, Florida	33487
(Address of principal executive offices)	(Zip code)

(561) 995-7670

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 121,612,229 shares of Class A common stock outstanding as of August 1, 2012.

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

INDEX

	Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011		1
Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2012 and 2011		2
Consolidated Statements of Comprehensive Loss (unaudited) for the three and six months ended June 30, 2012 and 2011		3
Consolidated Statement of Shareholders’ Equity (unaudited) for the six months ended June 30, 2012		4
Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2012 and 2011		5
Condensed Notes to Consolidated Financial Statements (unaudited)		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3. Quantitative and Qualitative Disclosures About Market Risk		48
Item 4. Controls and Procedures		51
PART II – OTHER INFORMATION
Item 5. Other Information		51
Item 6. Exhibits		52
SIGNATURES		53

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except par values)

	June 30, 2012			December 31, 2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	86,739		$	47,316
Restricted cash		16,910			22,266
Short term investments		5,016			5,773
Accounts receivable, net of allowance of $219 and $135 at June 30, 2012 and December 31, 2011, respectively		26,249			22,100
Costs and estimated earnings in excess of billings on uncompleted contracts		18,100			17,655
Prepaid and other current assets		25,150			14,246
Assets held for sale		125,000			—
Total current assets		303,164			129,356
Property and equipment, net		2,066,765			1,583,393
Intangible assets, net		2,121,389			1,639,784
Deferred financing fees, net		40,568			42,064
Other assets		261,774			211,802
Total assets	$	4,793,660		$	3,606,399
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term debt and short-term debt	$	918,006		$	5,000
Accounts payable		16,833			12,755
Accrued expenses		31,471			23,746
Deferred revenue		54,515			49,779
Accrued interest		24,708			32,351
Other current liabilities		5,299			3,250
Total current liabilities		1,050,832			126,881
Long-term liabilities:
Long-term debt		3,091,382			3,349,485
Other long-term liabilities		159,189			129,282
Total long-term liabilities		3,250,571			3,478,767
Commitments and contingencies
Redeemable noncontrolling interests		12,062			12,064
Shareholders’ equity (deficit):
Common stock – Class A, par value $0.01, 400,000 shares authorized, 121,495 and 109,675 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively		1,215			1,097
Additional paid-in capital		2,835,974			2,268,244
Accumulated deficit		(2,357,242	)		(2,281,139	)
Accumulated other comprehensive income, net		248			485
Total shareholders’ equity (deficit)		480,195			(11,313	)
Total liabilities and shareholders’ equity (deficit)	$	4,793,660		$	3,606,399

The accompanying condensed notes are an integral part of these consolidated financial statements.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in thousands, except per share amounts)

	For the three months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
Revenues:
Site leasing	$	203,581		$	150,173		$	376,504		$	296,657
Site development		25,566			20,880			45,133			42,145
Total revenues		229,147			171,053			421,637			338,802
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion and amortization shown below):
Cost of site leasing		44,759			32,123			80,166			64,099
Cost of site development		21,446			17,984			38,232			36,712
Selling, general and administrative		17,744			15,721			34,959			31,616
Asset impairment		646			296			995			296
Acquisition related expenses		15,816			1,029			16,160			3,402
Depreciation, accretion and amortization		93,998			76,691			176,098			151,569
Total operating expenses		194,409			143,844			346,610			287,694
Operating income		34,738			27,209			75,027			51,108
Other income (expense):
Interest income		37			29			84			59
Interest expense		(43,902	)		(38,528	)		(86,150	)		(76,309	)
Non-cash interest expense		(17,416	)		(15,613	)		(34,407	)		(31,006	)
Amortization of deferred financing fees		(3,661	)		(2,201	)		(6,094	)		(4,400	)
Loss from extinguishment of debt, net		(27,149	)		—			(27,149	)		(1,696	)
Other income (expense), net		4,972			(104	)		4,984			(649	)
Total other expense, net		(87,119	)		(56,417	)		(148,732	)		(114,001	)
Loss from continuing operations before provision for income taxes		(52,381	)		(29,208	)		(73,705	)		(62,893	)
Provision for income taxes		(2,453	)		(702	)		(3,780	)		(1,393	)
Loss from continuing operations		(54,834	)		(29,910	)		(77,485	)		(64,286	)
Income from discontinued operations, net of income taxes		1,380			—			1,380			—
Net loss		(53,454	)		(29,910	)		(76,105	)		(64,286	)
Less: Net (income) loss attributable to the noncontrolling interest		(18	)		91			2			216
Net loss attributable to SBA Communications Corporation	$	(53,472	)	$	(29,819	)	$	(76,103	)	$	(64,070	)
Basic and diluted loss per common share amounts:
Loss from continuing operations	$	(0.45	)	$	(0.27	)	$	(0.67	)	$	(0.57	)
Income from discontinued operations		0.01			—			0.01			—
Net loss per common share	$	(0.44	)	$	(0.27	)	$	(0.66	)	$	(0.57	)
Basic and diluted weighted average number of common shares		121,318			112,324			116,374			113,365

The accompanying condensed notes are an integral part of these consolidated financial statements.

2

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited) (in thousands)

	For the three months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
Net loss from continuing operations	$	(54,834	)	$	(29,910	)	$	(77,485	)	$	(64,286	)
Income from discontinued operations		1,380			—			1,380			—
Foreign currency translation adjustments		(979	)		65			(237	)		249
Comprehensive loss		(54,433	)		(29,845	)		(76,342	)		(64,037	)
Other comprehensive (income) loss attributable to noncontrolling interest		(18	)		91			2			216
Comprehensive loss attributable to SBA Communications Corporation	$	(54,451	)	$	(29,754	)	$	(76,340	)	$	(63,821	)

The accompanying condensed notes are an integral part of these consolidated financial statements.

3

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED June 30, 2012

(unaudited) (in thousands)

	Class A Common Stock				Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income, net			Total
	Shares		Amount
BALANCE, December 31, 2011		109,675	$	1,097	$	2,268,244	$	(2,281,139	)	$	485		$	(11,313	)
Net loss attributable to SBA Communications Corporation		—		—		—		(76,103	)		—			(76,103	)
Foreign currency translation adjustments		—		—		—		—			(237	)		(237	)
Common stock issued in connection with acquisition		5,250		53		263,287		—			—			263,340
Non-cash compensation		—		—		7,025		—			—			7,025
Common stock issued in connection with option plans/restriction lapse		565		5		13,599		—			—			13,604
Proceeds from sale of common stock		6,005		60		283,819		—			—			283,879
BALANCE, June 30, 2012		121,495	$	1,215	$	2,835,974	$	(2,357,242	)	$	248		$	480,195

The accompanying notes are an integral part of these consolidated financial statements

4

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)

	For the six months ended June 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$	(77,485	)	$	(64,286	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, accretion and amortization		176,098			151,569
Non-cash interest expense		34,407			31,006
Deferred income tax expense (benefit)		1,392			(524	)
Asset impairment		995			296
Non-cash compensation expense		6,907			5,922
Provision for doubtful accounts		149			55
Amortization of deferred financing fees		6,094			4,400
Loss from extinguishment of debt, net		27,149			1,696
Other items reflected in the Statements of Operations		4,697			575
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts, net		(3,864	)		2,607
Prepaid and other assets		(33,568	)		(8,316	)
Accounts payable and accrued expenses		4,597			(1,697	)
Accrued interest		(7,643	)		23
Other liabilities		18,238			(437	)
Net cash provided by operating activities		148,769			122,889
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions and related earn-outs		(951,391	)		(166,044	)
Capital expenditures		(48,287	)		(55,737	)
Other investing activities		(1,176	)		1,200
Net cash used in investing activities		(1,000,854	)		(220,581	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility		484,000			250,000
Repayment of Revolving Credit Facility		(200,000	)		(270,000	)
Proceeds from Mobilitie Bridge Loan, net of fees		395,000			—
Proceeds from sale of common stock, net of fees		283,879			—
Repurchase of 2016 Notes and 2019 Notes		(283,828	)		—
Repurchase and retirement of common stock		—			(150,071	)
Proceeds from 2012 Term Loan, net of fees		197,310			—
Proceeds from 2011 Term Loan, net of fees		—			492,617
Repayment of 2011 Term Loan		(2,500	)		—
Proceeds from bankruptcy claim on convertible hedge		4,648			—
Proceeds from employee stock purchase/stock option plans		13,604			6,346
Payment on extinguishment of debt		—			(17,038	)
Principal payments under capital lease obligations		(648	)		—
Payment of deferred financing fees		(1,233	)		(45	)
Purchase of noncontrolling interests		—			(717	)
Net cash provided by financing activities		890,232			311,092
Effect of exchange rate changes on cash and cash equivalents		(104	)		95
Net cash provided by discontinued operations from operating activities (1)		1,380			—
NET INCREASE IN CASH AND CASH EQUIVALENTS		39,423			213,495
CASH AND CASH EQUIVALENTS:
Beginning of period		47,316			64,254
End of period	$	86,739		$	277,749

(1) There was no investing or financing activity related to discontinued operations for the six months ended June 30, 2012

(continued)

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)

	For the six months ended June 30,
	2012		2011
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	93,920	$	76,526
Income taxes	$	2,683	$	2,291
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH INVESTING & FINANCING ACTIVITIES:
Assets acquired through capital leases	$	1,791	$	587
Increase in accounts payable and accrued expenses for capital expenditures	$	2,793	$	3,334
Issuance of common stock for acquisition	$	263,340	$	—

The accompanying condensed notes are an integral part of these consolidated financial statements.

6

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 for SBA Communications Corporation and its subsidiaries (the “Company”). The December 31, 2011 Condensed Consolidated Balance Sheet has been derived from the Company’s audited consolidated financial statements. These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period may not give a true indication of the results for the year. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in consolidated financial statements and accompanying notes. While the Company believes that such estimates are fair when considered in conjunction with the consolidated financial statements and accompanying notes, the actual amount of such estimates, when known, will vary from these estimates.

2. FAIR VALUE MEASUREMENTS

Items Measured at Fair Value on a Recurring Basis – The Company’s earnouts related to acquisitions are measured at fair value on a recurring basis using Level 3 inputs. The Company determines the fair value of acquisition-related contingent consideration, and any subsequent changes in fair value, using a discounted probability-weighted approach, as determined using Level 3 inputs. The fair value of the earnouts is reviewed quarterly and is based on the payments the Company expects to make based on historical internal observations related to the anticipated performance of the underlying assets. The Company’s estimate of the fair value of its obligation if the performance targets contained in various acquisition agreements were met was $2.5 million and $5.5 million as of June 30, 2012 and December 31, 2011, respectively, which the Company recorded in accrued expenses on its Consolidated Balance Sheet. The maximum potential obligation related to the performance targets was $5.6 million as of June 30, 2012.

Items Measured at Fair Value on a Nonrecurring Basis – The Company’s intangibles, certain long-lived assets, and asset retirement obligations are measured at fair value on a nonrecurring basis using Level 3 inputs. Level 3 valuations rely on unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company considers many factors and makes certain assumptions when making this assessment, including but not limited to: general market and economic conditions, historical operating results, geographic location, lease-up potential and expected timing of lease-up. The fair value of the long-lived assets, intangibles and asset retirement obligations is calculated using a discounted cash flow model. During the three and six months ended June 30, 2012, the Company recognized an impairment charge of $0.6 million and $1.0 million, respectively, related to its long-lived assets resulting from the Company’s analysis that the future cash flows from certain tower sites would not recover the carrying value of the investment in those tower sites. During the three and six months ended June 30, 2011, the Company recognized an impairment charge of $0.3 million related to its long-lived assets resulting from the Company’s analysis that the future cash flows from certain tower sites would not recover the carrying value of the investment in those tower sites.

Fair Value of Financial Instruments – The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments, which consist of $4.8 million and $5.6 million in certificate of deposits, as of June 30, 2012 and December 31, 2011, respectively, approximate their related estimated fair values due to the short maturity of those instruments. The Company’s estimate of the fair value of its held-to-

7

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

maturity investments in treasury and corporate bonds, including current portion, are based primarily upon Level 1 reported market values. As of each of the dates ending June 30, 2012 and December 31, 2011, the carrying value and fair value of the held-to-maturity investments, including current portion, was $1.4 million and $1.6 million, respectively.

The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. The fair value of the Revolving Credit Facility and the Mobilitie Bridge Loan is considered to be equal to the carrying value because the interest payments are based on Eurodollar rates and LIBOR rates, respectively, that reset every month. The Company does not believe its credit risk has changed materially from the date the applicable Eurodollar Rate plus 187.5 basis points was set for the Revolving Credit Facility and the applicable LIBOR rate plus 350 basis points was set for the Mobilitie Bridge Loan. The following table reflects fair values, principal values and carrying values of the Company’s debt instruments (see Note 9).

	As of June 30, 2012						As of December 31, 2011
	Fair Value		Principal Value		Carrying Value		Fair Value		Principal Value		Carrying Value
	(in millions)
1.875% Convertible Senior Notes due 2013	$	742.6	$	535.0	$	503.0	$	605.2	$	535.0	$	485.0
4.0% Convertible Senior Notes due 2014	$	966.3	$	500.0	$	413.6	$	761.6	$	500.0	$	397.6
8.0% Senior Notes due 2016	$	259.3	$	243.8	$	242.7	$	405.0	$	375.0	$	373.2
8.25% Senior Notes due 2019	$	266.9	$	243.8	$	242.1	$	407.8	$	375.0	$	372.4
4.254% 2010-1C Tower Securities	$	710.4	$	680.0	$	680.0	$	699.0	$	680.0	$	680.0
5.101% 2010-2C Tower Securities	$	601.5	$	550.0	$	550.0	$	579.0	$	550.0	$	550.0
Revolving Credit Facility	$	284.0	$	284.0	$	284.0	$	—	$	—	$	—
2011 Term Loan	$	488.8	$	495.0	$	493.9	$	494.4	$	497.5	$	496.3
2012 Term Loan	$	197.5	$	200.0	$	200.0	$	—	$	—	$	—
Mobilitie Bridge Loan	$	400.0	$	400.0	$	400.0	$	—	$	—	$	—

3. RESTRICTED CASH

Restricted cash consists of the following:

	As of June 30, 2012		As of December 31, 2011		Included on Balance Sheet
	(in thousands)
Securitization escrow accounts	$	15,983	$	21,378	Restricted cash - current asset
Payment and performance bonds		927		888	Restricted cash - current asset
Surety bonds and workers compensation		11,442		11,495	Other assets - noncurrent
Total restricted cash	$	28,352	$	33,761

Securitization escrow accounts relate to funds that are required to be held in escrow pursuant to the terms of the Secured Tower Revenue Securities Series 2010-1 (the “2010-1 Tower Securities”) and the Secured Tower Revenue Securities Series 2010-2 (the “2010-2 Tower Securities” and together with the 2010-1 Tower Securities, the “2010 Tower Securities”) (see Note 9). Pursuant to the terms of the 2010 Tower Securities, the Company is required to establish a controlled deposit account, held by the indenture trustee, into which all rents and other sums due on the towers that secure the 2010 Tower Securities are directly deposited by the lessees. These restricted cash amounts are

8

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

used to fund reserve accounts for the payment of (1) debt service costs, (2) ground rents, real estate and personal property taxes and insurance premiums related to tower sites, (3) trustee and servicing expenses, (4) management fees, and (5) to reserve a portion of advance rents from tenants. The restricted cash in the controlled deposit account in excess of required reserve balances is subsequently released to the Borrowers (as defined below) monthly, provided that the Borrowers are in compliance with their debt service coverage ratio and that no event of default has occurred. All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets.

Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations. As of June 30, 2012, the Company had $26.8 million in surety, payment and performance bonds for which it was required to post $10.7 million in collateral. As of December 31, 2011, the Company had $20.6 million in surety, payment and performance bonds for which it was required to post $10.1 million in collateral. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. The Company had pledged $2.3 million as of each of June 30, 2012 and December 31, 2011, as collateral related to its workers compensation policy.

4. ACQUISITIONS

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 2,281 towers with an additional 36 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 $1.1 billion consisting of (i) $850.0 million in cash and (ii) 5,250,000 newly issued shares of the Company’s Class A common stock, valued at $263.3 million based on a market price of $50.16 on the closing day of the transaction. Transaction costs associated with the acquisition were approximately $11.4 million which the Company expensed during the second quarter of 2012 and are included in acquisition related expenses in the accompanying condensed consolidated statement of operations.

The Company has included the effect of the Mobilitie Acquisition in its results of operations prospectively from the date of the acquisition. Since the acquisition date through June 30, 2012, the Mobilitie assets had revenues of $27.4 million and a net loss of $11.2 million. The net loss includes the impact of discontinued operations from certain of the DAS assets that the Company agreed to sell to ExteNet on July 13, 2012.

9

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The preliminary estimate of the fair value of the assets acquired and liabilities assumed relating to the Mobilitie Acquisition is summarized below (in thousands):

Cash and cash equivalents	$	1,536
Accounts receivable		473
Other current assets		23,650
Assets held for sale		125,000
Property and equipment		498,654
Intangible assets:
Current contract intangible		383,274
Network location intangible		103,747
Other assets		2,201
Total assets acquired		1,138,535
Current liabilities assumed		(11,444	)
Long-term deferred tax liability		(15,427	)
Net assets acquired	$	1,111,664

The preliminary allocation of the purchase price will be finalized upon the subsequent completion of analyses of the fair value of the assets and liabilities acquired primarily related to property and equipment and intangible assets.

Unaudited Pro Forma Financial Information

The following table presents the unaudited pro forma consolidated results of operations of the Company for the three and six months ended June 30, 2012 and 2011, respectively, as if the acquisition of Mobilitie was completed as of January 1, 2011:

	For the three months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
	(in thousands)
Revenues	$	229,147		$	195,510		$	448,393		$	388,714
Operating income	$	34,738		$	29,189		$	63,482		$	54,033
Net loss	$	(53,454	)	$	(30,425	)	$	(87,651	)	$	(71,769	)

Other Acquisitions

During the second quarter of 2012, excluding the impact of the Mobilitie Acquisition, the Company acquired 100 completed towers and related assets and liabilities. These acquisitions were not significant to the Company and, accordingly, pro forma financial information has not been presented. The Company evaluates all acquisitions after the applicable closing date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed by major balance sheet caption, as well as the separate recognition of intangible assets from goodwill if certain criteria are met.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the Company’s cash acquisition capital expenditures:

	For the three months ended June 30,				For the six months ended June 30,
	2012		2011		2012		2011
	(in thousands)
Towers and related intangible assets	$	885,880	$	67,492	$	929,595	$	149,285
Ground lease land purchases		11,082		7,109		16,753		14,298
Earnouts		3,281		1,146		5,043		2,461
Total acquisition capital expenditures	$	900,243	$	75,747	$	951,391	$	166,044

The Company paid, as part of the ground lease purchase program, $2.1 million and $2.7 million for ground lease extensions during the three months ended June 30, 2012 and 2011, respectively, and $3.6 and $3.9 million for ground lease extensions during the six months ended June 30, 2012 and 2011, respectively.

Earnouts

The Company recorded $2.2 million of expense, net, and $0.8 million of income, net, related to contingent consideration adjustments in the three and six months ended June 30, 2012, respectively. The Company recorded $0.4 million of income, net, and $0.2 million of expense, net, related to contingent consideration adjustments during the same periods of the prior year, respectively. As of June 30, 2012, the Company’s estimate of its potential obligation if the performance targets contained in various acquisition agreements were met was $2.5 million which the Company recorded in accrued expenses.

5. DISCONTINUED OPERATIONS

On July 13, 2012, the Company entered into an asset purchase agreement to sell certain assets to ExteNet Systems Inc. (“ExteNet”), for approximately $125 million, $100 million in cash and $25 million in the form of a promissory note (“the ExteNet Agreement”). The Company has a minority interest investment in ExteNet. The transaction involves specific DAS assets recently acquired as part of the Mobilitie Acquisition, and is expected to close in the third quarter of 2012.

The DAS network assets subject to the ExteNet Agreement, which are included in the Company’s Site Leasing segment, met both the component and held for sale criteria during the second quarter of 2012 and the results of operations associated with these assets have been reported as discontinued operations in the Company’s consolidated financial statements. The Company did not allocate any portion of the Company’s interest expense to discontinued operations.

The key components of discontinued operations for the three and six months ended June 30, 2012 were as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2012		2011		2012		2011
	(in thousands)
Site leasing revenue	$	2,653	$	—	$	2,653	$	—
Income from discontinued operations, net of taxes		1,380		—		1,380		—

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of June 30, 2012, the aggregate components of assets and liabilities classified as held for sale in the consolidated balance sheet consisted of the following:

	June 30, 2012
	(in thousands)
Property and equipment, net	$	56,850
Intangible assets, net		68,150
Total assets	$	125,000

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net (including assets held under capital leases) consists of the following:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Towers and related components	$	3,136,857		$	2,587,897
Construction-in-process		31,822			23,076
Furniture, equipment and vehicles		32,163			29,711
Land, buildings and improvements		185,909			168,988
		3,386,751			2,809,672
Less: accumulated depreciation		(1,319,986	)		(1,226,279	)
Property and equipment, net	$	2,066,765		$	1,583,393

Construction-in-process represents costs incurred related to towers that are under development and will be used in the Company’s site leasing segment. Depreciation expense was $52.7 million and $43.6 million for the three months ended June 30, 2012 and 2011, respectively, and $98.4 million and $86.4 million for the six months ended June 30, 2012 and 2011, respectively. At June 30, 2012 and December 31, 2011, non-cash capital expenditures that are included in accounts payable and accrued expenses were $10.1 million and $7.2 million, respectively.

7. INTANGIBLE ASSETS, NET

The following table provides the gross and net carrying amounts for each major class of intangible assets:

	As of June 30, 2012							As of December 31, 2011
	Gross carrying amount		Accumulated amortization			Net book value		Gross carrying amount		Accumulated amortization			Net book value
	(in thousands)
Current contract intangibles	$	1,841,744	$	(384,926	)	$	1,456,818	$	1,391,001	$	(333,522	)	$	1,057,479
Network location intangibles		881,040		(216,469	)		664,571		772,467		(190,162	)		582,305
Intangible assets, net	$	2,722,784	$	(601,395	)	$	2,121,389	$	2,163,468	$	(523,684	)	$	1,639,784

All intangible assets noted above are included in our site leasing segment. The Company amortizes its intangible assets using the straight-line method over 15 years. Amortization expense relating to the intangible assets above was $41.2 million and $33.0 million for the three months ended June 30, 2012 and 2011, respectively, and $77.6 million and $65.0 million for the six months ended June 30, 2012 and 2011, respectively. The estimated value of these intangible assets is subject to change until the preliminary allocation of the purchase price is finalized for all acquisitions.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted contracts consist of the following:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Cost incurred on uncompleted contracts	$	39,919		$	37,790
Estimated earnings		15,024			14,268
Billings to date		(37,534	)		(34,706	)
	$	17,409		$	17,352

These amounts are included on the accompanying Consolidated Balance Sheets under the following captions:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	18,100		$	17,655
Other current liabilities (Billings in excess of costs and estimated earnings on uncompleted contracts)		(691	)		(303	)
	$	17,409		$	17,352

At June 30, 2012, five significant customers comprised 76.1% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings, while at December 31, 2011, five significant customers comprised 91.4% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

9. DEBT

The carrying value of debt consists of the following:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
1.875% Convertible Senior Notes. Principal balance of $535.0 million as of June 30, 2012 and December 31, 2011.	$	503,006		$	484,970
4.0% Convertible Senior Notes. Principal balance of $500.0 million as of June 30, 2012 and December 31, 2011.		413,649			397,612
8.0% Senior Notes. Principal balance of $243.8 million as of June 30, 2012 and $375.0 million as of December 31, 2011.		242,685			373,198
8.25% Senior Notes. Principal balance of $243.8 million as of June 30, 2012 and $375.0 million as of December 31, 2011.		242,119			372,365
4.254% Secured Tower Revenue Securities Series 2010-1		680,000			680,000
5.101% Secured Tower Revenue Securities Series 2010-2		550,000			550,000
Revolving Credit Facility		284,000			—
2011 Term Loan. Principal balance of $495.0 million and $497.5 million as of June 30, 2012 and December 31, 2011, respectively.		493,929			496,340
2012 Term Loan		200,000			—
Mobilitie Bridge Loan		400,000			—
Total debt		4,009,388			3,354,485
Less: current maturities of long-term debt and short-term debt		(918,006	)		(5,000	)
Total long-term debt, net of current maturities and short-term debt	$	3,091,382		$	3,349,485

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

	Three months ended June 30, 2012					Three months ended June 30, 2011					Six months ended June 30, 2012					Six months ended June 30, 2011
	Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest
	(in thousands)					(in thousands)					(in thousands)					(in thousands)
1.875% Convertible Senior Notes	$	2,508		$	9,122	$	2,508		$	8,311	$	5,016		$	18,036	$	5,074		$	16,631
4.0% Convertible Senior Notes		5,000			8,147		5,000			7,167		10,000			16,036		10,000			14,108
8.0% Senior Notes		5,225			58		7,500			76		12,725			139		15,000			151
8.25% Senior Notes		5,388			44		7,734			59		13,123			107		15,469			116
2010 Secured Tower Revenue Securities		14,344			—		14,344			—		28,686			—		28,685			—
Revolving Credit Facility		2,195			—		1,495			—		2,710			—		2,251			—
2011 Term Loan		4,704			45		68			—		9,419			89		68			—
2012 Term Loan		859			—		—			—		859			—		—			—
Mobilitie Bridge Loan		3,740			—		—			—		3,740			—		—			—
Capitalized interest		(61	)		—		(121	)		—		(128	)		—		(238	)		—
Total	$	43,902		$	17,416	$	38,528		$	15,613	$	86,150		$	34,407	$	76,309		$	31,006

Revolving Credit Facility

The Revolving Credit Facility consists of a revolving loan under which up to $700.0 million aggregate principal amount may be borrowed, repaid and redrawn, subject to compliance with specific financial ratios and the satisfaction of other customary conditions to borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest (2.25% as of June 30, 2012) at the Eurodollar Rate plus a margin that ranges from 187.5 basis points to 237.5 basis points or at a Base Rate plus a margin that ranges from 87.5 basis points to 137.5 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA, calculated in accordance with the Amended and Restated Credit Agreement (the “Senior Credit Agreement”) entered into by SBA Senior Finance II, LLC (“SBA Senior Finance II”) on June 30, 2011. 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, May 9, 2017. The proceeds available under the Revolving Credit Facility may be used for general corporate purposes. A per annum commitment fee of 0.375% to 0.5% of the unused commitments under the Revolving Credit Facility is charged based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). 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 a period may not be reflective of the total amounts outstanding during such period.

On April 2, 2012, the Revolving Credit Facility was modified to increase the aggregate principal amount under the Senior Credit Agreement from $500 million to $600 million. Additionally, on May 9, 2012, the Revolving Credit Facility was modified to increase the aggregate principal amount from $600 million to $700 million and extended the maturity date to May 9, 2017. The Company incurred deferred financing fees of approximately $1.1 million in relation to these amendments.

As of June 30, 2012, SBA Senior Finance II and SBA Communications were in compliance with the financial covenants contained in the Senior Credit Agreement.

During the three months ended June 30, 2012, the Company borrowed $284.0 million under the Revolving Credit Facility and repaid $200.0 million with the proceeds from the 2012 Term Loan as discussed below. The Company borrowed $200.0 million in the first quarter of 2012, resulting in a total of $484.0 million borrowed and $200.0 million repaid under the Revolving Credit Facility in the six months ended June 30, 2012.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of June 30, 2012, the availability under the Revolving Credit Facility was $416.0 million.

On July 13, 2012, the Company’s wholly-owned subsidiary, SBA Telecommunications, Inc. (“Telecommunications”), issued $800,000,000 aggregate principal amount of its 5.75% Senior Notes due 2020 (the “5.75% Notes”) and used part of the proceeds to repay the $284 million outstanding balance on the Revolving Credit Facility.

2011 Term Loan

The 2011 Term Loan consists of a senior secured term loan in an initial aggregate principal amount of $500.0 million and matures on June 30, 2018. The 2011 Term Loan accrues interest (3.75% as of June 30, 2012), at SBA Senior Finance II’s election, at either the Base Rate plus a margin of 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus a margin of 275 basis points (with a Eurodollar Rate floor of 1%). Quarterly principal payments commenced as of September 30, 2011, with $1.25 million of principal repaid on the last day of each March, June, September and December. The remaining principal balance of the 2011 Term Loan will be due and payable on the maturity date. SBA Senior Finance II has the ability to prepay any or all amounts outstanding under the 2011 Term Loan. The 2011 Term Loan was issued at 99.75% of par value.

During the six months ended June 30, 2012, the Company made scheduled principal repayments of $2.5 million. As of June 30, 2012, the 2011 Term Loan had a principal balance of $495.0 million.

For a detailed discussion of the terms of the Senior Credit Agreement, see Note 13 in the Notes to Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission, or the Commission, on February 27, 2012 (the “Form 10-K”).

2012 Term Loan

On May 9, 2012, SBA Senior Finance II obtained a new $200.0 million senior secured term loan (the “2012 Term Loan”). The 2012 Term Loan accrues interest (2.75% as of June 30, 2012), at SBA Senior Finance II’s election, at either the Base Rate plus a margin that ranges from 1.00% to 1.50% or the Eurodollar Rate plus a margin that ranges from 2.00% to 2.50%, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). Principal of the 2012 Term Loan will be repaid in quarterly installments on the last day of each March, June, September and December, commencing on September 30, 2012, in an amount equal to $2.5 million for each of the first eight quarters, $3.75 million for the next four quarters and $5.0 million for each quarter thereafter. SBA Senior Finance II has the ability to prepay any or all amounts under the 2012 Term Loan without premium or penalty. To the extent not previously paid, the 2012 Term Loan will be due and payable on May 9, 2017. The 2012 Term Loan was issued at par. The Company incurred deferred financing fees of approximately $2.7 million in relation to this transaction which are being amortized through the maturity date. Proceeds from the 2012 Term Loan were used to pay amounts outstanding under the Revolving Credit Facility.

As of June 30, 2012, the 2012 Term Loan had a principal balance of $200.0 million.

Mobilitie Bridge Loan

On April 2, 2012, the Company, through its wholly-owned subsidiary SBA Monarch, entered into a credit agreement (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 “Mobilitie Bridge Loan”). The Mobilitie Bridge Loan was scheduled to mature on April 1, 2013. The Company incurred deferred financing fees of approximately $5.0 million in relation to this transaction which are being amortized through the

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

maturity date. Amounts borrowed under the Bridge Loan Credit Agreement were 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 Mobilitie Bridge Loan bore interest, at SBA Monarch’s election, at either the Base Rate plus a margin that ranged from 2.00% to 2.50% or the Eurodollar Rate plus a margin that ranged 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 June 30, 2012, the bridge loan bore interest at the Eurodollar Rate plus 3.5% (3.75% as of June 30, 2012). The Bridge Loan Credit Agreement also contained customary affirmative and negative covenants.

The Bridge Loan Credit Agreement required 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 contained customary affirmative and negative covenants that, among other things, limited 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.

As of June 30, 2012, the Company had a principal balance under the Mobilitie Bridge Loan of $400.0 million.

On July 13, 2012, Telecommunications issued the 5.75% Notes and used part of the proceeds to repay the $400 million outstanding principal balance on the Mobilitie Bridge Loan.

Secured Tower Revenue Securities Series 2010

On April 16, 2010, a New York common law trust (the “Trust”) issued $680.0 million of 2010-1 Tower Securities and $550.0 million of 2010-2 Tower Securities. The 2010-1 Tower Securities have an annual interest rate of 4.254% and the 2010-2 Tower Securities have an annual interest rate of 5.101%. The weighted average annual fixed coupon interest rate of the 2010 Tower Securities is 4.7%, including borrowers’ fees, payable monthly. The anticipated repayment date and the final maturity date for the 2010-1 Tower Securities is April 16, 2015 and April 16, 2040, respectively. The anticipated repayment date and the final maturity date for the 2010-2 Tower Securities is April 16, 2017 and April 16, 2042, respectively. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of SBA Properties, Inc., SBA Sites, Inc., and SBA Structures, Inc., indirect wholly-owned operating subsidiaries of the Company (collectively, the “Borrowers”). For a detailed discussion of the 2010 Tower Securities, see Note 13 in the Notes to Consolidated Financial Statements included in the Form 10-K.

As of June 30, 2012, the Borrowers met the required Debt Service Coverage Ratio and were in compliance with all other covenants as set forth in the mortgage loan agreement.

1.875% Convertible Senior Notes due 2013

On May 16, 2008, the Company issued $550.0 million of its 1.875% Convertible Senior Notes (the “1.875% Notes”). Interest is payable semi-annually on May 1 and November 1. The 1.875% Notes have a maturity date of May 1, 2013. The 1.875% Notes are convertible, at the holder’s option, into shares of the Company’s Class A common stock, at an initial conversion rate of 24.1196 shares of Class A common stock per $1,000 principal amount of 1.875% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $41.46 per share or a 20% conversion premium based on the last reported sale price of $34.55 per share of Class A common stock on the Nasdaq Global Select Market on May 12, 2008, the purchase agreement date.

Concurrently with the pricing of the 1.875% Notes, the Company entered into convertible note hedge transactions and warrant transactions with affiliates of certain of the initial purchasers of the convertible notes. The initial strike

17

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

price of the convertible note hedge transactions relating to the 1.875% Notes is $41.46 per share of the Company’s Class A common stock (the same as the initial conversion price of the 1.875% convertible notes) and the upper strike price of the warrants is $67.37 per share. Although the Company initially entered into convertible note hedge and warrant transactions to cover the full amount of the shares that were issuable upon conversion of the 1.875% Notes, as a result of the bankruptcy of Lehman Brothers OTC Derivatives Inc. (“Lehman Derivatives”), on November 7, 2008, the Company terminated the convertible note hedge transaction with Lehman Derivatives which covered 55% of the 13,265,780 shares of the Company’s Class A common stock potentially issuable upon conversion of the 1.875% Notes. Consequently, the Company does not currently have a hedge with respect to those shares and, to the extent that the market price of the Company’s Class A common stock exceeds $41.46 per share upon conversion of the notes, the Company will be subject to dilution or if the Company settles in cash, additional costs, upon conversion of that portion of the 1.875% Notes.

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 was recorded as a gain in other income in the statement of operations during the three months ended June 30, 2012 and reflected as an inflow of cash from financing activities in the statement of cash flow for the six months ended June 30, 2012.

The 1.875% Notes are reflected at carrying value in short-term debt in the Company’s Condensed Consolidated Balance Sheets. The following table summarizes the balances for the 1.875% Notes:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Principal balance	$	535,000		$	535,000
Debt discount		(31,994	)		(50,030	)
Carrying value	$	503,006		$	484,970

The Company is amortizing the debt discount on the 1.875% Notes utilizing the effective interest method over the life of the 1.875% Notes which increases the effective interest rate from its coupon rate of 1.875% to 9.4%. As of June 30, 2012, the carrying amount of the equity component related to the 1.875% Notes was $156.6 million.

4.0% Convertible Senior Notes due 2014

On April 24, 2009, the Company issued $500.0 million of its 4.0% Convertible Senior Notes (the “4.0% Notes”). Interest on the 4.0% Notes is payable semi-annually on April 1 and October 1. The maturity date of the 4.0% Notes is October 1, 2014. The 4.0% Notes are convertible, at the holder’s option, into shares of the Company’s Class A common stock, at an initial conversion rate of 32.9164 shares of the Company’s Class A common stock per $1,000 principal amount of 4.0% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $30.38 per share or a 22.5% conversion premium based on the last reported sale price of $24.80 per share of our Class A common stock on the Nasdaq Global Select Market on April 20, 2009, the purchase agreement date.

Concurrently with the pricing of the 4.0% Notes, the Company entered into convertible note hedge transactions and warrant transactions with affiliates of certain of the initial purchasers of the convertible notes. The initial strike price of the convertible note hedge transactions relating to the 4.0% Notes is $30.38 per share of the Company’s Class A common stock (the same as the initial conversion price of the 4.0% Notes) and the upper strike price of the warrant transactions is $44.64 per share.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The 4.0% Notes are reflected at carrying value in long-term debt in the Company’s Condensed Consolidated Balance Sheets. The following table summarizes the balances for the 4.0% Notes:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Principal balance	$	500,000		$	500,000
Debt discount		(86,351	)		(102,388	)
Carrying value	$	413,649		$	397,612

The Company is amortizing the debt discount on the 4.0% Notes utilizing the effective interest method over the life of the 4.0% Notes which increases the effective interest rate from its coupon rate of 4.0% to 13.0%. As of June 30, 2012, the carrying amount of the equity component related to the 4.0% Notes was $169.0 million.

Convertible Senior Notes Conversion Options

The 1.875% Notes and 4.0% Notes (collectively “the Notes”) are convertible only under the following circumstances:

• during any calendar quarter, if the last reported sale price of the Company’s Class A common stock for at least 20 trading days in the 30 consecutive trading day period ending on the last trading day of the preceding calendar quarter is more than 130% of the applicable conversion price per share of Class A common stock on the last day of such preceding calendar quarter,

• during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each day in the measurement period was less than 95% of the product of the last reported sale price of Class A common stock and the applicable conversion rate,

• if specified distributions to holders of Class A common stock are made or specified corporate transactions occur, and

• at any time on or after February 19, 2013 for the 1.875% Notes and July 22, 2014 for the 4.0% Notes.

Upon conversion, the Company has the right to settle its conversion obligation in cash, shares of Class A common stock or a combination of cash and shares of its Class A common stock. From time to time, upon notice to the holders of the Notes, the Company may change its election regarding the form of consideration that it will use to settle its conversion obligation; provided, however, that the Company is not permitted to change its settlement election after February 18, 2013 for the 1.875% Notes and July 21, 2014 for the 4.0% Notes.

At the end of the first quarter of 2012 the 4.0% Notes became convertible by the note holders. This conversion right was triggered because the Company’s Class A common stock closing price per share exceeded $39.49 for at least 20 trading days during the 30 consecutive trading day period ending on March 30, 2012. The 4.0% Notes continued to be convertible until June 30, 2012. On July 3, 2012, the Company again announced that the requisite conditions had been met as of the end of the second quarter and that the 4.0% Notes remained convertible by the note holders. The 4.0% Notes will continue to be convertible until September 30, 2012, and may be convertible thereafter, if one or more of the conversion conditions specified in the Indenture, dated as of April 24, 2009, are satisfied during future measurement periods.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Senior Notes

On July 24, 2009, Telecommunications issued $750.0 million of unsecured senior notes (the “Senior Notes”), $375.0 million of which were due August 15, 2016 (the “2016 Notes”) and $375.0 million of which were due August 15, 2019 (the “2019 Notes”). The 2016 Notes accrue interest at a rate of 8.00% and were issued at a price of 99.330% of their face value. The 2019 Notes accrue interest at a rate of 8.25% and were issued at a price of 99.152% of their face value. Interest on the 2016 Notes and 2019 Notes is due semi-annually on February 15 and August 15 of each year beginning on February 15, 2010. The Company is amortizing the debt discount on the 2016 Notes and the 2019 Notes utilizing the effective interest method over the life of the 2016 Notes and 2019 Notes, respectively.

On April 13, 2012, the Company redeemed $131.3 million in aggregate principal amount of its 2016 Notes and $131.3 million in aggregate principal amount of its 2019 Notes and paid $21.3 million as a premium on the redemption of the notes. Additionally, the Company wrote off $1.5 million and $4.3 million of debt discount and deferred financing fees, respectively, related to the redemption of the notes.

On July 30, 2012, the Company gave notice to the note holders of the 2016 Notes of its intention to redeem the remaining outstanding principal balance of the 2016 Notes effective August 29, 2012.

10. SHAREHOLDERS’ EQUITY

Common Stock Equivalents

The Company has potential common stock equivalents related to its outstanding stock options, restricted stock units, 1.875% Notes and 4.0% Notes (see Note 9). These potential common stock equivalents were not included in diluted loss per share because the effect would have been anti-dilutive for each of the three and six months ended June 30, 2012 and 2011, respectively. Accordingly, basic and diluted loss per common share and the weighted average number of shares used in the computation are the same for each period presented.

Stock Repurchases

On April 27, 2011, the Company’s Board of Directors approved a new $300.0 million stock repurchase program. This program authorizes the Company to purchase, from time to time, up to $300.0 million of the Company’s outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. This program became effective on April 28, 2011 and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in the Company’s sole discretion.

During the three and six months ended June 30, 2012, the Company did not repurchase any shares in conjunction with the stock repurchase program.

As of June 30, 2012, the Company had a remaining authorization to repurchase an additional $150.0 million of its common stock under its $300.0 million stock repurchase program.

Equity Issuances

On March 7, 2012, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (together, the “Underwriters”) pursuant to which the Company sold to the Underwriters 6,005,000 shares of the Company’s Class A common stock at $47.30 per share (proceeds of $283.9 million, net of related fees). The shares were issued and sold pursuant to the Company’s shelf registration statement on Form S-3 and prospectus supplement related thereto. On April 13, 2012, the proceeds of this offering were used to partially redeem principal balances of the Senior Notes.

20

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

On April 2, 2012, the Company completed the Mobilitie Acquisition. As consideration for the acquisition, the Company paid $850.0 million in cash and issued 5.25 million shares of its Class A common stock.

11. REDEEMABLE NONCONTROLLING INTERESTS

In connection with the Company’s business operations in Central America, the Company entered into an agreement with a non-affiliated joint venture partner that contains both a put option for its partner and a call option for the Company, requiring or allowing the Company, in certain circumstances, to purchase the remaining interest in such entity at a price based on predetermined earnings multiples. Each of these options is triggered upon the occurrence of specified events and/or upon the passage of time. The put right may be exercised on varying dates causing the Company to purchase the partner’s equity interest (the “Redemption Amount”) based on a formula defined in the joint venture agreement. The noncontrolling interest is classified as a redeemable equity interest in mezzanine (or temporary) equity on the Company’s Consolidated Balance Sheets.

The Company allocates income and losses to the noncontrolling interest holder based on the applicable membership interest percentage. After applying those provisions, the Company calculates the redemption amount at each reporting period and records the amount, if any, by which the redemption amount exceeds the book value as a charge against income (loss) available to common shareholders. As of June 30, 2012 the carrying value of the Company’s redeemable noncontrolling interest exceeded the fair value of the amount the Company could be required to pay to redeem the noncontrolling interest at the date of exercise of either the put or call option. Accordingly, the carrying value is presented on the Company’s Consolidated Balance Sheet.

During the six months ended June 30, 2011, the Company paid approximately $0.7 million in exchange for the outstanding 4.6% noncontrolling interest in a Canadian joint venture increasing the Company’s interest in that joint venture to 100%.

12. STOCK-BASED COMPENSATION

Stock Options

The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and historical volatility to establish the expected volatility. Historical data is used to estimate the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

	For the six months ended June 30,
	2012	2011
Risk free interest rate	0.58% - 0.83%	1.17% - 2.17%
Dividend yield	0.0%	0.0%
Expected volatility	53.0%	53.9%
Expected lives	3.8 - 4.6 years	3.5 - 4.5 years

21

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the Company’s activities with respect to its stock options for the six months ended June 30, 2012:

	Number of Shares			Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)
	(in thousands)
Outstanding at December 31, 2011		3,608		$	28.06
Granted		613			47.58
Exercised		(504	)		27.68
Canceled		(7	)		41.93
Outstanding at June 30, 2012		3,710		$	31.31		4.19
Exercisable at June 30, 2012		2,150		$	25.44		3.15
Unvested at June 30, 2012		1,560		$	39.39		5.63

The weighted-average fair value of options granted during the six months ended June 30, 2012 and 2011 was $20.31 and $18.55, respectively. The total intrinsic value for options exercised during the six months ended June 30, 2012 and 2011 was $11.9 million and $6.9 million, respectively.

Restricted Stock Units

The following table summarizes the Company’s restricted stock unit activity for the six months ended June 30, 2012:

	Number of Units			Weighted-Average Grant  Date Fair Value per share
	(in thousands)
Outstanding at December 31, 2011		225		$	39.22
Granted		138			47.71
Restriction Lapse		(64	)		38.67
Forfeited/Canceled		(1	)		44.19
Outstanding at June 30, 2012		298		$	43.24

The Company records compensation expense for restricted stock units based on the fair market value of the units awarded at the date of the grant times the number of shares subject to the units awarded. The Company typically recognizes the expense associated with the units on a straight-line basis over the vesting term.

13. INCOME TAXES

The Company had federal taxable losses during the six months ended June 30, 2012 and 2011, and, as a result, federal net operating loss carry-forwards have been generated. The US federal net operating loss carry-forwards of the Company have a full valuation allowance as management believes it is not “more-likely-than-not” that the Company will generate sufficient taxable income in future periods to recognize the losses. However, a foreign tax provision of $2.8 million was recognized because certain international subsidiaries of the Company have profitable operations. Additionally, certain US subsidiaries are profitable and taxable in separate return jurisdictions which resulted in a state tax provision of $1.8 million.

22

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

14. SEGMENT DATA

The Company operates principally in three business segments: site leasing, site development consulting and site development construction. The Company’s reportable segments are strategic business units that offer different services. The site leasing segment includes results of the managed and sublease businesses. Summarized financial information concerning the Company’s reportable segments for the six months ended June 30, 2012 and 2011 is shown below:

	Site Leasing		Site Development Consulting		Site Development Construction			Not Identified by Segment (1)			Total
	(in thousands)
Three months ended June 30, 2012
Revenues	$	203,581	$	7,779	$	17,787		$	—		$	229,147
Cost of revenues (2)	$	44,759	$	5,345	$	16,101		$	—		$	66,205
Depreciation, amortization and accretion	$	93,108	$	87	$	432		$	371		$	93,998
Operating income (loss)	$	35,550	$	1,624	$	(789	)	$	(1,647	)	$	34,738
Capital expenditures (3)	$	923,070	$	431	$	1,323		$	346		$	925,170
Three months ended June 30, 2011
Revenues	$	150,173	$	4,672	$	16,208		$	—		$	171,053
Cost of revenues (2)	$	32,123	$	3,540	$	14,444		$	—		$	50,107
Depreciation, amortization and accretion	$	76,048	$	49	$	310		$	284		$	76,691
Operating income (loss)	$	28,477	$	679	$	47		$	(1,994	)	$	27,209
Capital expenditures (3)	$	110,394	$	66	$	392		$	827		$	111,679
Six months ended June 30, 2012
Revenues	$	376,504	$	13,600	$	31,533		$	—		$	421,637
Cost of revenues (2)	$	80,166	$	9,343	$	28,889		$	—		$	118,398
Depreciation, amortization and accretion	$	174,434	$	173	$	862		$	629		$	176,098
Operating income (loss)	$	77,804	$	2,759	$	(1,869	)	$	(3,667	)	$	75,027
Capital expenditures (3)	$	998,486	$	516	$	1,751		$	716		$	1,001,469
Six months ended June 30, 2011
Revenues	$	296,657	$	8,863	$	33,282		$	—		$	338,802
Cost of revenues (2)	$	64,099	$	6,767	$	29,945		$	—		$	100,811
Depreciation, amortization and accretion	$	150,313	$	94	$	620		$	542		$	151,569
Operating income (loss)	$	53,512	$	1,250	$	(107	)	$	(3,547	)	$	51,108
Capital expenditures (3)	$	220,046	$	107	$	757		$	1,459		$	222,369
Assets
As of June 30, 2012	$	4,597,407	$	8,005	$	38,594		$	149,654		$	4,793,660
As of December 31, 2011	$	3,439,401	$	4,787	$	37,377		$	124,834		$	3,606,399

(1) Assets not identified by segment consist primarily of general corporate assets.

(2) Excludes depreciation, amortization and accretion.

(3) Includes cash paid for capital expenditures and acquisitions and related earn-outs and vehicle capital lease additions.

For the six months ended June 30, 2012 and 2011, the Company’s leasing revenues generated outside of the United States were 5.8% and 2.5%, respectively, of total consolidated leasing revenues. As of June 30, 2012 and December 31, 2011, the Company’s total assets outside of the United States were 8.5% and 8.7%, respectively, of total consolidated assets.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

15. CONCENTRATION OF CREDIT RISK

The Company’s credit risks arise from accounts receivable with international, national, regional and local wireless service providers and federal and state government agencies. The Company performs periodic credit evaluations of its customers’ financial condition and provides allowances for doubtful accounts, as required, based upon factors surrounding the credit risk of specific customers, historical trends and other information. The Company generally does not require collateral.

The following is a list of significant customers (representing at least 10% of revenue for the periods reported) and the percentage of total revenue for the specified time periods derived from such customers:

Site Leasing Revenue	For the three  months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
AT&T		23.1	%		26.9	%		24.2	%		27.0	%
Sprint		23.1	%		22.2	%		23.3	%		22.3	%
T-Mobile		15.4	%		11.4	%		13.1	%		11.4	%
Verizon		13.8	%		15.6	%		14.2	%		15.6	%
Site Development Consulting Revenue	For the three  months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
Ericsson, Inc		23.0	%		0.0	%		23.0	%		1.2	%
Verizon		14.6	%		17.0	%		13.7	%		17.2	%
Nsoro		6.3	%		12.5	%		6.2	%		14.0	%
T-Mobile		3.7	%		11.1	%		8.2	%		8.8	%
Site Development Construction Revenue	For the three  months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
Nsoro Mastec		23.8	%		46.9	%		28.3	%		41.0	%
Ericsson, Inc		17.2	%		7.2	%		14.5	%		9.5	%
Verizon		11.3	%		8.3	%		10.0	%		8.9	%
T-Mobile		8.8	%		5.2	%		12.2	%		8.9	%

At June 30, 2012, five significant customers comprised 57.2% of total gross accounts receivable compared to five significant customers which comprised 50.4% of total gross accounts receivable at December 31, 2011.

16. SUBSEQUENT EVENTS

TowerCo Acquisition

On June 25, 2012, the Company entered into a definitive merger agreement with certain affiliates of TowerCo that owned as of that date 3,252 tower sites in 47 states across the U.S. and Puerto Rico. The consideration to be paid by the Company will be $1.2 billion in cash and 4.6 million shares of the Company’s Class A common stock. The cash consideration will be paid from a combination of cash on hand, existing credit facilities and up to $900 million in financing commitments. The transaction, subject to customary closing conditions, is expected to close in the fourth quarter of 2012.

24

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ExteNet Asset Purchase Agreement

On July 13, 2012, the Company entered into an asset purchase agreement with ExteNet Systems, Inc. to sell certain DAS assets acquired in the Mobilitie acquisition for $100 million in cash and $25 million in the form of a promissory note. The Company expects the transaction to close in the third quarter of 2012.

5.75% Senior Notes due 2020

On July 13, 2012, Telecommunications issued $800,000,000 aggregate principal amount of its 5.75% Senior Notes due 2020 (the “5.75% Notes”). The 5.75% Notes are guaranteed on a senior, unsecured basis by SBA Communications. The 5.75% Notes have an interest rate of 5.75%, which is payable semi-annually on July 15 and January 15 of each year, beginning on January 15, 2013, and were issued at a price of 100% of their face value. The 5.75% Notes mature on July 15, 2020. The net proceeds from the offering were approximately $787.2 million after deducting discounts and offering expenses. Telecommunications used the net proceeds from the offering to (1) repay all amounts outstanding under the Mobilitie Bridge Loan and (2) repay all amounts outstanding under the Revolving Credit Facility. The remaining proceeds will be used for general corporate purposes.

Secured Tower Revenue Securities Series 2012-1

On July 26, 2012, the Company, through its existing SBA Tower Trust has priced an offering of $610 million of Secured Tower Revenue Securities Series 2012-1 ( the “2012 Tower Securities”), which have an anticipated repayment date of December 2017 and a final maturity date of December 2042. The annual fixed coupon interest rate of the 2012 Tower Securities is 2.933%, payable monthly. Net proceeds from the 2012 Tower Securities will be used to redeem in full the $243.8 million outstanding balance of the 2016 Notes and to pay the applicable premium for the redemption. On July 30, 2012, the Company gave notice to the note-holders of the 2016 Notes of its intention to redeem the remaining outstanding principal balance of the 2016 Notes at a price of 106% effective August 29, 2012. The remaining net proceeds will be used (1) to pay a portion of the cash consideration required in connection with SBA’s pending acquisition of TowerCo and (2) for general corporate purposes. The transaction is expected to close in August 2012.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are a leading independent owner and operator of wireless communications towers. Our principal operations are in the United States and its territories. As of June 30, 2012, we also owned towers in Canada, Costa Rica, El Salvador, Panama, Guatemala, and Nicaragua. Our primary business line is our site leasing business, which contributed approximately 97.7% of our total segment operating profit for the year-to-date period ended June 30, 2012. In our site leasing business, we lease antenna space to wireless service providers on towers and other structures that we own, manage or lease from others. The towers that we own have been constructed by us at the request of a wireless service provider, constructed based on our own initiative or acquired. As of June 30, 2012, we owned 13,122 tower sites, the substantial majority of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers. We also managed or leased approximately 4,800 actual or potential additional communications sites, approximately 500 of which were revenue producing as of June 30, 2012. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.

Site Leasing Services

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts. Site leasing revenues are received primarily from wireless service provider tenants, including AT&T, Sprint, Verizon Wireless and T-Mobile. Wireless service providers enter into numerous different tenant leases with us, each of which relates to the lease or use of space at an individual tower site. Tenant leases are generally for an initial term of five years with five 5-year renewal periods at the option of the tenant. These tenant leases typically contain specific rent escalators, which average 3-4% per year, including the renewal option periods. Tenant leases are generally paid on a monthly basis and revenue from site leasing is recorded monthly on a straight-line basis over the current term of the related lease agreements. Rental amounts received in advance are recorded in deferred revenue.

Cost of site leasing revenue primarily consists of:

• Rental payments on ground and other underlying property leases;

• Straight-line rent adjustment for the difference between rental payments made and the expense recorded as if the payments had been made evenly throughout the minimum lease term (which may include renewal terms) of the underlying property leases;

• Property taxes;

• Site maintenance and monitoring costs (exclusive of employee related costs);

• Utilities;

• Property insurance; and

• Deferred lease origination cost amortization.

Ground leases are generally for an initial term of five years or more with multiple renewal terms of five year periods at our option and provide for rent escalators which typically average 3-4% annually or provide for term escalators of approximately 15%. Of the 13,122 tower sites we owned as of June 30, 2012, approximately 70% were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a

26

leasehold interest that extends beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase as a result of adding additional customers to the tower. The amount of direct costs associated with operating a tower varies from site to site depending on the taxing jurisdiction and the height and age of the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower or upgrading or repairing an access road or fencing.

As indicated in the table below, our site leasing business generates a significant portion of our total revenues. For information regarding our operating segments, please see Note 14 of our Condensed Notes to Consolidated Financial Statements included in this quarterly report.

	Revenues
	For the three  months ended June 30,						For the six  months ended June 30,
	2012			2011			2012			2011
	(dollars in thousands)
Site leasing revenue	$	203,581		$	150,173		$	376,504		$	296,657
Total revenues	$	229,147		$	171,053		$	421,637		$	338,802
Site leasing revenue percentage of total revenues		88.8	%		87.8	%		89.3	%		87.6	%
	Segment Operating Profit
	For the three  months ended June 30,						For the six  months ended June 30,
	2012			2011			2012			2011
	(dollars in thousands)
Site leasing segment operating profit(1)	$	158,822		$	118,050		$	296,338		$	232,558
Total segment operating profit(1)	$	162,942		$	120,946		$	303,239		$	237,991
Site leasing segment operating profit percentage of total segment operating profit(1)		97.5	%		97.6	%		97.7	%		97.7	%

⁽¹⁾  Site leasing segment operating profit and total segment operating profit are non-GAAP financial measures. We reconcile these measures and other Regulation G disclosures in this quarterly report in the section entitled Non-GAAP Financial Measures.

We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal non-discretionary capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers upgrade their equipment. Furthermore, because our towers are strategically positioned and our customers typically do not relocate, we have historically experienced low tenant lease terminations as a percentage of revenue.

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The following rollforward summarizes the activity in our consolidated tower portfolio from December 31, 2011 to June 30, 2012:

	Number of Towers
Towers owned at December 31, 2011		10,524
Purchased towers		78
Constructed towers		63
Towers reclassified/disposed (1)		(4	)
Towers owned at March 31, 2012		10,661
Purchased towers		2,381
Constructed towers		90
Towers reclassified/disposed (1)		(10	)
Towers owned at June 30, 2012		13,122

⁽¹⁾ Reclassifications reflect the combination for reporting purposes of multiple tower structures on a single parcel of real estate, which we market and customers view as a single location, into a single tower site. Dispositions reflect the decommissioning, sale, conveyance or legal transfer of owned tower sites.

On April 2, 2012, we completed the Mobilitie acquisition and acquired 2,281 towers with an additional 36 towers in development in the US and Central America and indoor and outdoor distributed antenna system (DAS) assets in Chicago, Las Vegas, New York City and Auburn, Alabama. The total consideration paid by us in the Mobilitie acquisition was $1.1 billion consisting of (i) $850.0 million in cash and (ii) 5,250,000 newly issued shares of our Class A common stock.

Site Development Services

Our site development business is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations. Site development services revenues are received primarily from providing a full range of end to end services to wireless service providers or companies providing development or project management services to wireless service providers. We principally perform services for third parties in our core, historical areas of wireless expertise, specifically, site acquisition, zoning, technical services and construction. Our site development business consists of two segments, site development consulting and site development construction.

Our site development customers engage us on a project-by-project basis and a customer can generally terminate an assignment at any time without penalty. Site development projects, both consulting and construction, include contracts on a time and materials basis or a fixed price basis. The majority of our site development services are billed on a fixed price basis. Time and materials based site development contracts are billed and revenue is recognized at contractual rates as the services are rendered. Our site development projects generally take from three to twelve months to complete. For those site development consulting contracts in which we perform work on a fixed price basis, we recognize revenue based on the completion of agreed upon phases of the project on a per site basis.

Our revenue from site development construction contracts is recognized on the percentage-of-completion method of accounting, determined by the percentage of cost incurred to date compared to management’s estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on the contracts nears completion. Revenue from our site development construction business may fluctuate from period to period depending on construction activities, which are a function of the timing and amount of our clients’ capital expenditures, the number and significance of active customer engagements during a period, weather and other factors.

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Cost of site development consulting revenue and construction revenue includes all costs of materials, salaries and labor costs, including payroll taxes, subcontract labor, vehicle expense and other costs directly and indirectly related to the projects. All costs related to site development consulting contracts and construction contracts are recognized as incurred.

The table below provides the percentage of total revenues contributed by site development consulting services and site development construction services for the three and six months ended June 30, 2012 and 2011. For information regarding our operating segments, see Note 14 of our Condensed Notes to Consolidated Financial Statements included in this quarterly report.

	Revenues
	For the three  months ended June 30,						For the six  months ended June 30,
	2012			2011			2012			2011
	(dollars in thousands)
Site development consulting	$	7,779		$	4,672		$	13,600		$	8,863
Site development construction	$	17,787		$	16,208		$	31,533		$	33,282
Total revenues	$	229,147		$	171,053		$	421,637		$	338,802
Site development consulting		3.4	%		2.7	%		3.2	%		2.6	%
Site development construction		7.8	%		9.5	%		7.5	%		9.8	%

International Operations

As of June 30, 2012, we had operations in Canada, Costa Rica, El Salvador, Nicaragua, Guatemala and Panama. Our operations in these countries are solely in the site leasing business, and we expect to expand operations through new builds and acquisitions. Tenant leases in the Canadian market typically have similar terms and conditions as those in the United States, with an initial term of five years, and specific rent escalators. Tenant leases in Central America typically have a ten year initial term with similar renewal terms and rent escalators as those in the United States and Canada.

In our Central American markets, significantly all of our revenue, expenses, and capital expenditures arising from our new build activities are denominated in U.S. dollars. Specifically, our ground leases, our tenant leases and most of our tower related expenses are due, and paid, in U.S. dollars. In our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities and (3) taxes. In our Canadian operations, significantly all of our revenue, expenses and capital expenditures, including tenant leases, ground leases and other tower-related expenses, are denominated in Canadian dollars.

Recent Developments

On June 25, 2012, we entered into a definitive merger agreement with certain affiliates of TowerCo that owned as of that date 3,252 tower sites in 47 states across the U.S. and Puerto Rico. The consideration to be paid by us will be $1.2 billion in cash and 4.6 million shares of our Class A common stock. The cash consideration will be paid from a combination of cash on hand, existing credit facilities and up to $900 million in financing commitments. The transaction, subject to customary closing conditions, is expected to close in the fourth quarter of 2012.

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On July 13, 2012, SBA Telecommunications, Inc. (“Telecommunications”) issued $800,000,000 aggregate principal amount of its 5.75% Senior Notes due 2020 (the “5.75% Notes”). The 5.75% Notes are guaranteed on a senior, unsecured basis by SBA Communications. The 5.75% Notes have an interest rate of 5.75%, which is payable semi-annually on July 15 and January 15 of each year, beginning on January 15, 2013, and were issued at a price of 100% of their face value. The 5.75% Notes mature on July 15, 2020. The net proceeds from the offering were approximately $787.2 million after deducting discounts and offering expenses. Telecommunications used the net proceeds from the offering to (1) repay all amounts outstanding under the Mobilitie Bridge Loan and (2) repay all amounts outstanding under the Revolving Credit Facility. The remaining proceeds will be used for general corporate purposes.

On July 13, 2012, we entered into an asset purchase agreement with ExteNet Systems, Inc. to sell certain DAS assets acquired in the Mobilitie acquisition for $100 million in cash and $25 million in the form of a promissory note. We expect the transaction to close by the third quarter of 2012.

On July 26, 2012, we, through our existing SBA Tower Trust, priced an offering of $610 million of Secured Tower Revenue Securities Series 2012-1 (the “2012 Tower Securities”), which have an anticipated repayment date of December 2017 and a final maturity date of December 2042. The annual fixed coupon interest rate of the 2012 Tower Securities is 2.933%, payable monthly. Net proceeds from the 2012 Tower Securities will be used to redeem in full the $243.8 million outstanding balance of the 2016 Notes (as defined below) and to pay the applicable premium for the redemption. The remaining net proceeds will be used (1) to pay a portion of the cash consideration required in connection with our pending acquisition of TowerCo and (2) for general corporate purposes.

30

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. We base these estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances, and these estimates form the basis for our judgments concerning the carrying values of assets and liabilities that are not readily apparent from other sources. We periodically evaluate these estimates and judgments based on available information and experience. Actual results could differ from our estimates under different assumptions and conditions. If actual results significantly differ from our estimates, our financial condition and results of operations could be materially impacted. For more information regarding our critical accounting policies and estimates please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” contained in our Annual Report on Form 10-K for the year ended December 31, 2011 and Note 2 to our condensed consolidated financial statements. There have been no material changes to the critical accounting policies previously disclosed in that report.

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KEY PERFORMANCE INDICATORS

Non-GAAP Financial Measures

This report contains certain non-GAAP measures, including Segment operating profit and Adjusted EBITDA information. We have provided below a description of such non-GAAP measures, a reconciliation of such non-GAAP measures to their most directly comparable GAAP measures and an explanation as to why management utilizes these measures.

Segment Operating Profit:

We believe that Segment operating profit is an indicator of the operating performance of our site leasing and site development segments and is used to provide management with the ability to monitor the operating results and margin of each segment, while excluding the impact of depreciation, accretion and amortization, which is largely fixed and non-cash in nature. Segment operating profit is not intended to be an alternative measure of revenue or segment gross profit as determined in accordance with GAAP.

	Site leasing segment
	For the three  months ended June 30,						Dollar			For the six months ended June 30,						Dollar
	2012			2011			Change			2012			2011			Change
	(in thousands)
Segment revenue	$	203,581		$	150,173		$	53,408		$	376,504		$	296,657		$	79,847
Segment cost of revenues (excluding depreciation, accretion and amortization)		(44,759	)		(32,123	)		(12,636	)		(80,166	)		(64,099	)		(16,067	)
Segment operating profit	$	158,822		$	118,050		$	40,772		$	296,338		$	232,558		$	63,780
	Site development consulting segment
	For the three  months ended June 30,						Dollar			For the six months ended June 30,						Dollar
	2012			2011			Change			2012			2011			Change
	(in thousands)
Segment revenue	$	7,779		$	4,672		$	3,107		$	13,600		$	8,863		$	4,737
Segment cost of revenues (excluding depreciation, accretion and amortization)		(5,345	)		(3,540	)		(1,805	)		(9,343	)		(6,767	)		(2,576	)
Segment operating profit	$	2,434		$	1,132		$	1,302		$	4,257		$	2,096		$	2,161
	Site development construction segment
	For the three  months ended June 30,						Dollar			For the six  months ended June 30,						Dollar
	2012			2011			Change			2012			2011			Change
	(in thousands)
Segment revenue	$	17,787		$	16,208		$	1,579		$	31,533		$	33,282		$	(1,749	)
Segment cost of revenues (excluding depreciation, accretion and amortization)		(16,101	)		(14,444	)		(1,657	)		(28,889	)		(29,945	)		1,056
Segment operating profit	$	1,686		$	1,764		$	(78	)	$	2,644		$	3,337		$	(693	)

Site leasing segment operating profit increased $40.8 million for the six months ended June 30, 2012, as compared to the same period in the prior year, primarily due to additional profit generated by the towers that we acquired or constructed subsequent to June 30, 2011, organic site leasing growth from new leases and contractual rent escalators and lease amendments with current tenants which increased the related rent to reflect additional equipment added to our towers, and increased straight-line leasing revenue associated with the Sprint Network Vision Agreement entered into in the fourth quarter of 2011.

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Adjusted EBITDA:

We define Adjusted EBITDA as net loss excluding the impact of net interest expenses, provision for taxes, depreciation, accretion and amortization, asset impairment and other charges, non-cash compensation, net loss from extinguishment of debt, other income and expenses, acquisition related expenses, non-cash straight-line leasing revenue and non-cash straight-line ground lease expense.

We believe that Adjusted EBITDA is an indicator of the financial performance of our core businesses. Adjusted EBITDA is a component of the calculation that has been used by our lenders to determine compliance with certain covenants under our Senior Credit Agreement, Senior Notes and 5.75% Notes. Adjusted EBITDA is not intended to be an alternative measure of operating income or gross profit margin as determined in accordance with GAAP.

Adjusted EBITDA increased $49.2 million for the six months ended June 30, 2012, as compared to the same period in the prior year, primarily due to increased site leasing segment operating profit offset by an increase in selling, general and administrative costs. The reconciliation of Adjusted EBITDA is as follows:

	For the three  months ended June 30,						Dollar			For the six  months ended June 30,						Dollar
	2012			2011			Change			2012			2011			Change
	(in thousands)									(in thousands)
Net loss	$	(53,454	)	$	(29,910	)	$	(23,544	)	$	(76,105	)	$	(64,286	)	$	(11,819	)
Interest income		(37	)		(29	)		(8	)		(84	)		(59	)		(25	)
Interest expense(1)		64,979			56,342			8,637			126,651			111,715			14,936
Depreciation, accretion and amortization		93,998			76,691			17,307			176,098			151,569			24,529
Asset impairment		646			296			350			995			296			699
Provision for taxes(2)		2,762			1,251			1,511			4,522			2,449			2,073
Loss from extinguishment of debt, net		27,149			—			27,149			27,149			1,696			25,453
Non-cash compensation		3,850			3,142			708			6,907			5,922			985
Non-cash straight-line leasing revenue		(11,508	)		(2,096	)		(9,412	)		(19,664	)		(3,886	)		(15,778	)
Non-cash straight-line ground lease expense		5,027			2,689			2,338			8,100			5,682			2,418
Acquisition related costs		15,816			1,029			14,787			16,160			3,402			12,758
Other income/expense		(4,972	)		104			(5,076	)		(4,984	)		649			(5,633	)
Income from discontinued operations		(1,380	)		—			(1,380	)		(1,380	)		—			(1,380	)
Adjusted EBITDA	$	142,876		$	109,509		$	33,367		$	264,365		$	215,149		$	49,216

⁽¹⁾  Interest expense includes interest expense, non-cash interest expense and amortization of deferred financing fees.

⁽²⁾  Includes $308 and $741 of franchise taxes for the three and six months ended June 30, 2012, respectively, and $550 and $1,057 in the same periods from prior year, respectively, as reflected in the Consolidated Statement of Operations in selling, general and administrative expenses.

33

RESULTS OF OPERATIONS

Three months ended June 30, 2012 Compared to Three months ended June 30, 2011

	For the three  months ended June 30,						Dollar Change			Percentage Increase (Decrease)
	2012			2011
	(in thousands)
Revenues:
Site leasing	$	203,581		$	150,173		$	53,408			35.6	%
Site development		25,566			20,880			4,686			22.4	%
Total revenues		229,147			171,053			58,094			34.0	%
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion and amortization shown below):
Cost of site leasing		44,759			32,123			12,636			39.3	%
Cost of site development		21,446			17,984			3,462			19.3	%
Selling, general and administrative		17,744			15,721			2,023			12.9	%
Asset impairment		646			296			350			118.2	%
Acquisition related expenses		15,816			1,029			14,787			1437.0	%
Depreciation, accretion and amortization		93,998			76,691			17,307			22.6	%
Total operating expenses		194,409			143,844			50,565			35.2	%
Operating income		34,738			27,209			7,529			27.7	%
Other income (expense):
Interest income		37			29			8			27.6	%
Interest expense		(43,902	)		(38,528	)		(5,374	)		13.9	%
Non-cash interest expense		(17,416	)		(15,613	)		(1,803	)		11.5	%
Amortization of deferred financing fees		(3,661	)		(2,201	)		(1,460	)		66.3	%
Loss from extinguishment of debt, net		(27,149	)		—			(27,149	)		100.0	%
Other income (expense)		4,972			(104	)		5,076			(4880.8	%)
Total other expense		(87,119	)		(56,417	)		(30,702	)		54.4	%
Loss from continuing operations before provision for income taxes		(52,381	)		(29,208	)		(23,173	)		79.3	%
Provision for income taxes		(2,453	)		(702	)		(1,751	)		249.4	%
Loss from continuing operations		(54,834	)		(29,910	)		(24,924	)		83.3	%
Income from discontinued operations, net of income taxes		1,380			—			1,380			100.0	%
Net loss		(53,454	)		(29,910	)		(23,544	)		78.7	%
Less: Net (income) loss attributable to the noncontrolling interest		(18	)		91			(109	)		(119.8	%)
Net loss attributable to SBA Communications Corporation	$	(53,472	)	$	(29,819	)	$	(23,653	)		79.3	%

Revenues:

Site leasing revenues increased $53.4 million for the three months ended June 30, 2012, as compared to the same period in the prior year, due largely to (i) revenues from the towers that we acquired, including $27.2 million from the Mobilitie acquisition, or towers that we constructed subsequent to June 30, 2011 (ii) organic site leasing growth from new leases, contractual rent escalators and lease amendments which increased the related rent to reflect additional equipment added to our towers and (iii) increased straight-line leasing revenue associated with the Sprint Network Vision Agreement entered into in the fourth quarter of 2011.

Site development revenues increased $4.7 million for the three months ended June 30, 2012, as compared to the same period in the prior year, due to a higher volume of work performed during the quarter as compared to the same period last year, in particular in connection with the Sprint Network Vision project.

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Operating Expenses:

Site leasing cost of revenues increased $12.6 million for the three months ended June 30, 2012, as compared to the same period in the prior year, primarily as a result of the growth in the number of tower sites owned by us, including $10.7 million from the Mobilitie acquisition, offset by the positive impact of our ground lease purchase program.

Site development cost of revenues increased $3.5 million for the three months ended June 30, 2012, as compared to the same period in the prior year, as a result of a higher volume of work performed during the quarter.

Selling, general and administrative expenses increased $2.0 million for the three months ended June 30, 2012, as compared to the same period in the prior year, primarily as a result of an increase in personnel, salaries and benefits and non-cash compensation as well as incremental costs incurred in connection with our international expansion.

Acquisition related expenses increased $14.8 million for the three months ended June 30, 2012, as compared to the same period in the prior year, primarily as a result of an increase in acquisition related fees related to the Mobilitie acquisition as well as a change in estimate of the earnout accrual based on the fair market value of the earnout liability for the quarter ended June 30, 2012 compared to the quarter ended June 30, 2011. The acquisition related expenses recorded for the three months ended June 30, 2012 for the Mobilitie acquisition were $11.4 million.

Depreciation, accretion and amortization expense increased $17.3 million for the three months ended June 30, 2012, as compared to the same period in the prior year, due to an increase in the number of tower sites built and acquired by us, including through the Mobilitie acquisition, as of June 30, 2012 compared to those owned at June 30, 2011. The depreciation, accretion and amortization expense recorded for the three months ended June 30, 2012 for the Mobilitie acquisition was $10.7 million.

Operating Income:

Operating income increased $7.5 million for the three months ended June 30, 2012 from the three months ended June 30, 2011, primarily due to higher segment operating profit in both the site leasing and site development segments offset by increases in acquisition related expenses, depreciation, accretion and amortization expense and selling, general and administrative expenses.

Other Income (Expense):

Interest expense increased $5.4 million from the three months ended June 30, 2011 due to the higher weighted average principal amount of cash-interest bearing debt for the three months ended June 30, 2012 compared to the three months ended June 30, 2011, primarily resulting from the issuance of the 2011 Term Loan ($500 million), 2012 Term Loan ($200 million) and the Mobilitie Bridge Loan ($400 million) offset by the redemption of $131.3 million in aggregate principal amount of our 8.0% Senior Notes due 2016 (“the 2016 Notes”) and $131.3 million in aggregate principal amount of our 8.25% Senior Notes due 2019 (“the 2019 Notes”).

Non-cash interest expense increased $1.8 million to $17.4 million for the three months ended June 30, 2012, compared to $15.6 million for the three months ended June 30, 2011. This increase reflects the accretion of the debt discounts on the 1.875% Notes, the 4.0% Notes, the 2011 Term Loan and the Senior Notes offset by the redemption of $131.3 million of the 2016 Notes and $131.3 million of the 2019 Notes.

Other income increased to $5.0 million for the three months ended June 30, 2012, compared to a $0.1 million expense for the three months ended June 30, 2011. This increase was a result of 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.

35

Loss from extinguishment of debt of $27.1 million for the three months ended June 30, 2012 was due to the premium paid on the redemption of $131.3 million of the 2016 Notes and $131.3 million of the 2019 Notes as well as the write off of $1.5 million and $4.3 million of related debt discount and deferred financing fees respectively. The Company did not record an early extinguishment charge during the second quarter of 2011.

Income from discontinued operations

Income from discontinued operations was $1.4 million for the three months ended June 30, 2012. During the second quarter of 2012, the Company reclassified certain DAS network assets acquired in the Mobilitie acquisition as Assets Held for Sale and reported the related income and expenses as a discontinued operation. On July 13, 2012, the Company entered into an asset purchase agreement to sell these DAS network assets to ExteNet for $125 million. The transaction is expected to close in the third quarter of 2012.

Net Loss

Net loss increased $23.5 million to $53.5 million for the three months ended June 30, 2012 from the three months ended June 30, 2011. The increase is primarily due to increases in acquisition related expenses, the loss from the extinguishment of debt, depreciation, accretion and amortization expense as well as selling, general and administrative expenses, interest expense and non-cash interest expense. This was offset by the increase in site leasing segment operating profit.

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Six months ended June 30, 2012 Compared to Six months ended June 30, 2011

	For the six months ended June 30,						Dollar Change			Percentage Increase (Decrease)
	2012			2011
	(in thousands)
Revenues:
Site leasing	$	376,504		$	296,657		$	79,847			26.9	%
Site development		45,133			42,145			2,988			7.1	%
Total revenues		421,637			338,802			82,835			24.4	%
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion, and amortization shown below):
Cost of site leasing		80,166			64,099			16,067			25.1	%
Cost of site development		38,232			36,712			1,520			4.1	%
Selling, general and administrative		34,959			31,616			3,343			10.6	%
Asset impairment		995			296			699			236.1	%
Acquisition related expenses		16,160			3,402			12,758			375.0	%
Depreciation, accretion and amortization		176,098			151,569			24,529			16.2	%
Total operating expenses		346,610			287,694			58,916			20.5	%
Operating income		75,027			51,108			23,919			46.8	%
Other income (expense):
Interest income		84			59			25			42.4	%
Interest expense		(86,150	)		(76,309	)		(9,841	)		12.9	%
Non-cash interest expense		(34,407	)		(31,006	)		(3,401	)		11.0	%
Amortization of deferred financing fees		(6,094	)		(4,400	)		(1,694	)		38.5	%
Loss from extinguishment of debt, net		(27,149	)		(1,696	)		(25,453	)		1500.8	%
Other (expense) income		4,984			(649	)		5,633			(868.0	%)
Total other expense		(148,732	)		(114,001	)		(34,731	)		30.5	%
Loss from continuing operations before provision for income taxes		(73,705	)		(62,893	)		(10,812	)		17.2	%
Provision for income taxes		(3,780	)		(1,393	)		(2,387	)		171.4	%
Loss from continuing operations		(77,485	)		(64,286	)		(13,199	)		20.5	%
Income from discontinued operations, net of income taxes		1,380			—			1,380			100.0	%
Net loss		(76,105	)		(64,286	)		(11,819	)		18.4	%
Less: Net loss attributable to the noncontrolling interest		2			216			(214	)		(99.1	%)
Net loss attributable to SBA Communications Corporation	$	(76,103	)	$	(64,070	)	$	(12,033	)		18.8	%

Revenues:

Site leasing revenues increased $79.8 million for the six months ended June 30, 2012, as compared to the same period in the prior year, due largely to (i) revenues from the towers that we acquired, including $27.2 million from the Mobilitie acquisition, or towers that we constructed subsequent to June 30, 2011 (ii) organic site leasing growth from new leases, contractual rent escalators and lease amendments which increased the related rent to reflect additional equipment added to our towers and (iii) increased straight-line leasing revenue associated with the Sprint Network Vision Agreement entered into in the fourth quarter of 2011.

37

Site development revenues increased $3.0 million for the six months ended June 30, 2012, as compared to the same period in the prior year, as a result of a higher volume of work performed in the first two quarters of 2012 compared to the same period in 2011, in particular due to work associated with the Sprint Network Vision project.

Operating Expenses:

Site leasing cost of revenues increased $16.1 million for the six months ended June 30, 2012, as compared to the same period in the prior year, primarily as a result of the growth in the number of tower sites owned by us, including $10.7 million from the Mobilitie acquisition, offset by the positive impact of our ground lease purchase program.

Site development cost of revenues increased $1.5 million for the six months ended June 30, 2012, as compared to the same period in the prior year, as a result of a higher volume of work performed during 2012.

Selling, general and administrative expenses increased $3.3 million for the six months ended June 30, 2012, as compared to the same period in the prior year, primarily as a result of an increase in personnel, salaries and benefits and non-cash compensation, as well as incremental costs incurred in connection with our international expansion.

Acquisition related expenses increased $12.8 million for the six months ended June 30, 2012, as compared to the same period in the prior year, primarily as a result of an increase in the number of towers acquired, including through the Mobilitie acquisition, as well as changes in the estimate of the earnout accrual due to the fair market adjustment of the earnout liability during the three and six month period ended June 30, 2012 compared to the same period ended June 30, 2011. The acquisition related expenses recorded for the Mobilitie acquisition were $11.4 million for the six months ended June 30, 2012.

Depreciation, accretion and amortization expense increased $24.5 million to $176.1 million for the six months ended June 30, 2012, as compared to the same period in the prior year, due to an increase in the number of tower sites built and acquired by us, including through the Mobilitie acquisition, as of June 30, 2012 compared to those owned at June 30, 2011. The depreciation, accretion and amortization expense recorded for the Mobilitie acquisition was $10.7 million for the six months ended June 30, 2012.

Operating Income:

Operating income increased $23.9 million to $75.0 million for the six months ended June 30, 2012 from $51.1 million for the six months ended June 30, 2011, primarily due to higher segment operating profit in the site leasing segment and offset by increases in acquisition related expenses depreciation, accretion and amortization expense and selling, general and administrative expenses.

Other Income (Expense):

Interest expense was $86.2 million for the six months ended June 30, 2012, an increase of $9.8 million from the six months ended June 30, 2011. This increase was due to the higher weighted average amount of cash-interest bearing debt outstanding for the six months ended June 30, 2012 compared to the six months ended June 30, 2011 resulting from the issuance of the 2011 Term Loan ($500 million), 2012 Term Loan ($200 million) and the Mobilitie Bridge Loan ($400 million). This was offset by the impact of the redemption of $131.3 million of the 2016 Notes and $131.3 million of the 2019 Notes in the second quarter of 2012.

Non-cash interest expense was $34.4 million for the six months ended June 30, 2012, an increase of $3.4 million from the six months ended June 30, 2011. This increase reflects the accretion of the debt discount on the 1.875% Notes, the 4.0% Notes, the 2011 Term Loan, and the Senior Notes. This was offset by the repurchase of $15.0 million in principal amount of 1.875% Notes in the first quarter of 2011 and by the redemption of $131.3 million of the 2016 Notes and $131.3 million of the 2019 Notes in the second quarter of 2012.

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Other income increased to $5.0 million for the six months ended June 30, 2012, compared to a $0.6 million expense for the six months ended June 30, 2011. This increase was a result of 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.

Loss from extinguishment of debt was $27.1 million for the six months ended June 30, 2012, an increase of $25.5 million from the six months ended June 30, 2011. The increase reflects the premium paid on the redemption of $131.3 million of the 2016 Notes and $131.3 million of the 2019 Notes as well as the write off of $1.5 million and $4.3 million of related debt discount and deferred financing fees respectively as compared to the loss from extinguishment of debt of $1.7 million for the six months ended June 30, 2011 which was due to the repurchase of $15.0 million in principal amount of the 1.875% Notes.

Income from discontinued operations

Income from discontinued operations was $1.4 million for the six months ended June 30, 2012. During the second quarter of 2012, the Company reclassified certain DAS network assets acquired in the Mobilitie acquisition as Assets Held for Sale and reported the related income and expenses as a discontinued operation. On July 13, 2012, the Company entered into an asset purchase agreement to sell these DAS network assets to ExteNet for $125 million. The transaction is expected to close in the third quarter of 2012.

Net Loss

Net loss was $76.1 million for the six months ended June 30, 2012, an increase of $11.8 million from the six months ended June 30, 2011, primarily due to increases in the loss on extinguishment of debt, acquisition related expenses, depreciation, accretion and amortization expense as well as interest expense, non-cash interest expense and selling, general and administrative costs. This was offset by an increase in site leasing segment operating profit.

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LIQUIDITY AND CAPITAL RESOURCES

SBA Communications Corporation is a holding company with no business operations of its own. SBA Communications’ only significant asset is the outstanding capital stock of Telecommunications. which is also a holding company that owns equity interests in entities that directly or indirectly own all of our domestic and international towers and assets. We conduct all of our business operations through Telecommunications’ subsidiaries. Accordingly, our only source of cash to pay our obligations, other than financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by these subsidiaries.

A summary of our cash flows is as follows:

	For the six months ended
	June 30, 2012			June 30, 2011
	(in thousands)
Summary cash flow information:
Cash provided by operating activities	$	148,769		$	122,889
Cash used in investing activities		(1,000,854	)		(220,581	)
Cash provided by financing activities		890,232			311,092
Increase in cash and cash equivalents		38,147			213,400
Effect of exchange rate changes on cash and cash equivalents		(104	)		95
Cash provided by discontinued operations from operating activities		1,380			—
Cash and cash equivalents, beginning of the period		47,316			64,254
Cash and cash equivalents, end of the period	$	86,739		$	277,749

Sources of Liquidity

We fund our growth, including our tower portfolio growth, through cash flows from operations, long-term indebtedness and equity issuances. With respect to our debt financing, we have issued secured and unsecured debt instruments at various levels of our organizational structure to minimize our financing costs while maximizing our operational flexibility.

Cash provided by operating activities was $148.8 million for the six months ended June 30, 2012 as compared to $122.9 million for the six months ended June 30, 2011. This increase was primarily due an increase in segment operating profit from the site leasing segment partially offset by increased cash interest payments relating to the higher average amount of cash-interest bearing debt outstanding for the six months ended June 30, 2012 compared to the six months ended June 30, 2011.

During the six months ended June 30, 2012, we borrowed $484.0 million and repaid $200.0 million under the Revolving Credit Facility. As of June 30, 2012, the availability under the Revolving Credit Facility was $416.0 million. Subsequent to June 30, 2012, we had no borrowings under our Revolving Credit Facility. As of the date of this filing, nothing is outstanding under our Revolving Credit Facility as part of the proceeds from the 5.75% Notes were used to repay the $284 million outstanding balance.

On March 7, 2012, we sold 6,005,000 shares of our Class A common stock at $47.30 per share resulting in proceeds of $283.9 million, net of related fees.

In connection with the Mobilitie acquisition, which we consummated on April 2, 2012, we issued, as a portion of the consideration, 5,250,000 newly issued shares of our Class A common stock.

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On April 2, 2012, simultaneous with the closing of the Mobilitie acquisition, we entered into the Bridge Loan Credit Agreement (as defined below) for a $400 million bridge loan. As discussed below, on July 13, 2012, Telecommunications issued the 5.75% Notes and used part of the proceeds to repay the full amounts outstanding under the Revolving Credit Facility and the Mobilitie Bridge Loan.

On April 2, 2012, we increased the aggregate committed principal amount of our Revolving Credit Facility under the Senior Credit Agreement from $500 million to $600 million. Additionally, on May 9, 2012, we increased the aggregate committed principal amount of our Revolving Credit Facility from $600 million to $700 million and extended the maturity date to May 9, 2017. All other existing terms of the Revolving Credit Facility remain unchanged. In addition, we obtained a new $200.0 million senior secured term loan (“2012 Term Loan”). The 2012 Term Loan accrues interest, at SBA Senior Finance II, LLC’s (“SBA Senior Finance II”) election, at either the Base Rate plus a margin that ranges from 1.00% to 1.50% or the Eurodollar Rate plus a margin that ranges from 2.00% to 2.50%, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). Principal of the 2012 Term Loan will be repaid in quarterly installments on the last day of each March, June, September and December, commencing on September 30, 2012, in an amount equal to $2.5 million for each of the first eight quarters, $3.75 million for the next four quarters and $5.0 million for each quarter thereafter. Proceeds from the 2012 Term Loan were used to repay amounts outstanding under the Revolving Credit Facility.

Registration Statements

We have on file with the Commission a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites or related assets. During the six months ended June 30, 2012, we did not issue any shares of Class A common stock under this registration statement. As of June 30, 2012, we had approximately 1.7 million shares of Class A common stock remaining under this shelf registration statement.

On February 27, 2012, we filed with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR. This registration statement enables us to issue shares of our Class A common stock, preferred stock or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing automatic shelf registration statements, we will file a prospectus supplement and advise the Commission of the amount and type of securities each time we issue securities under this registration statement. During the six months ended June 30, 2012, we issued 6,005,000 shares of our Class A common stock under the automatic shelf registration statement and the prospectus supplement related thereto.

Uses of Liquidity

We believe that our principal use of liquidity will be to fund tower portfolio growth and, secondarily, to fund our stock repurchase program. In the future, we may repurchase, for cash or equity, our outstanding indebtedness in privately-negotiated or open market transactions in order to optimize our liquidity and leverage and take advantage of market opportunities.

In order to manage our leverage and liquidity positions, take advantage of market opportunities and ensure continued compliance with our financial covenants, we may from time to time repurchase of our outstanding indebtedness for cash or equity. If we undertake debt repurchases or exchanges, these actions could materially impact the amount and composition of indebtedness outstanding or dilute our existing shareholders.

Our cash capital expenditures for the six months ended June 30, 2012 were $999.7 million. The $999.7 million consists of cash capital expenditures of $934.6 million that we incurred primarily in connection with the acquisition of

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2,459 completed towers net of related working capital adjustments and earnouts paid in connection with previous acquisitions, $33.3 million for construction and related costs associated with the completion of 153 new towers and for sites in process during the six months ended June 30, 2012, $4.0 million for tower maintenance capital expenditures, $9.8 million for augmentations and tower upgrades, $1.2 million for general corporate expenditures and $16.8 million for ground lease purchases (excluding $3.6 million spent to extend ground lease terms).

On April 2, 2012, we completed our acquisition of the equity interests in certain entities affiliated with Mobilitie LLC. In connection with the acquisition, we paid approximately $850 million in cash, which we funded from (i) borrowings under our Revolving Credit Facility and (ii) $400 million from our new bridge loan (“Mobilitie Bridge Loan”). Additionally, we issued 5.25 million shares of our Class A common stock, valued at $263.3 million in connection with the acquisition.

On April 13, 2012, the proceeds from the equity offering of 6,005,000 shares of our Class A common stock were used to redeem $131.3 million in aggregate principal amount of our the 2016 Notes and $131.3 million in aggregate principal amount of our 2019 Notes and to pay the applicable premium for the redemption.

On July 30, 2012, we notified our lenders of our intent to redeem the remaining $243.8 million balance of the 2016 Notes. The 2016 Notes will be redeemed at 106% of the face value from the proceeds of the issuance of the Secured Tower Revenue Securities Series 2012-1. The redemption is expected to occur on August 29, 2012.

On June 25, 2012, we entered into a definitive merger agreement with certain affiliates of TowerCo that owned as of that date 3,252 tower sites in 47 states across the U.S. and Puerto Rico. The consideration to be paid by us will be $1.2 billion in cash and 4.6 million shares of our Class A common stock. The cash consideration will be paid from a combination of cash on hand, existing credit facilities and up to $900 million in financing commitments. The transaction, subject to customary closing conditions, is expected to close in the fourth quarter of 2012.

During the remainder of 2012, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $13.0 million to $17.0 million, including, we believe, less than $1,000 per tower per year for non-discretionary maintenance capital improvements. In addition to the TowerCo acquisition, we expect to have discretionary cash capital expenditures during 2012 primarily associated with new tower construction, additional tower acquisitions, tower augmentations and ground lease purchases. We expect to fund these additional cash capital expenditures from cash on hand, cash flow from operations and borrowings under the Revolving Credit Facility. The exact amount of our future cash capital expenditures will depend on a number of factors including amounts necessary to support our tower portfolio, our new tower build and tower acquisition programs, and our ground lease purchase program.

Subsequent to June 30, 2012, we acquired 19 towers for an aggregate consideration paid for towers and related assets of $6.5 million in cash.

During the six months ended June 30, 2012 we did not repurchase any shares of our Class A common stock under our stock repurchase program. As of June 30, 2012, we had a remaining authorization to repurchase $150.0 million of Class A common stock under our current $300.0 million stock repurchase program.

Debt Instruments and Debt Service Requirements

As of June 30, 2012, we believe that our cash on hand and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

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Revolving Credit Facility

The Revolving Credit Facility consists of a revolving loan under which up to $700.0 million aggregate principal amount may be borrowed, repaid and redrawn, subject to compliance with specific financial ratios and the satisfaction of other customary conditions to borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest (2.25% as of June 30, 2012) at the Eurodollar Rate plus a margin that ranges from 187.5 basis points to 237.5 basis points or at a Base Rate plus a margin that ranges from 87.5 basis points to 137.5 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA, calculated in accordance with the Amended and Restated Credit Agreement (the “Senior Credit Agreement”) entered into by SBA Senior Finance II on June 30, 2011. If not earlier terminated by us, the Revolving Credit Facility will terminate on, and we will repay all amounts outstanding on or before, May 9, 2017. The proceeds available under the Revolving Credit Facility may be used for general corporate purposes. A per annum commitment fee of 0.375% to 0.5% of the unused commitments under the Revolving Credit Facility is charged based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). We 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 a period may not be reflective of the total amounts outstanding during such period. As of June 30, 2012, SBA Senior Finance II and SBA Communications were in compliance with the financial covenants contained in the Senior Credit Agreement.

We borrowed $200 million in the first quarter of 2012, resulting in a total of $484.0 million borrowed and $200.0 million repaid under the Revolving Credit Facility in the six months ended June 30, 2012. The $284.0 million borrowed in the second quarter of 2012 were used to fund the cash consideration paid in the Mobilitie acquisition and to pay related fees and expenses.

On July 13, 2012, Telecommunications issued the 5.75% Notes and used part of the proceeds to repay all amounts outstanding under the Revolving Credit Facility.

2011 Term Loan

The 2011 Term Loan consists of a senior secured term loan in an initial aggregate principal amount of $500.0 million and matures on June 30, 2018. The 2011 Term Loan accrues interest (3.75% as of June 30, 2012), at our election, at either the Base Rate plus a margin of 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus a margin of 275 basis points (with a Eurodollar Rate floor of 1%). Quarterly principal payments have commenced as of September 30, 2011, in which $1.25 million of the principal on the 2011 Term Loan is repaid on the last day of each March, June, September and December. The remaining principal balance of the 2011 Term Loan will be due and payable on the maturity date. We have the ability to prepay any or all amounts under the 2011 Term Loan. The 2011 Term Loan was issued at 99.75% of par value.

During the six months ended June 30, 2012, we made a scheduled principal repayment of $2.5 million. As of June 30, 2012, the 2011 Term Loan had a principal balance of $495.0 million. Based on the amount outstanding at June 30, 2012 and the current Eurodollar Rate, debt service for the next twelve months on the 2011 Term Loan will be $23.7 million.

2012 Term Loan

The 2012 Term Loan, which we obtained on May 9,2012, consists of a $200.0 million senior secured term loan. The 2012 Term Loan accrues interest (2.75% as of June 30, 2012), at SBA Senior Finance II’s election, at either the Base Rate plus a margin that ranges from 1.00% to 1.50% or the Eurodollar Rate plus a margin that ranges from 2.00% to 2.50%, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). Principal of the 2012 Term Loan will be repaid in quarterly installments on the last day of each March, June, September and December, commencing on September 30, 2012, in

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an amount equal to $2.5 million for each of the first eight quarters, $3.75 million for the next four quarters and $5.0 million for each quarter thereafter. SBA Senior Finance II has the ability to prepay any or all amounts under the 2012 Term Loan without premium or penalty. To the extent not previously paid, the 2012 Term Loan will be due and payable on May 9, 2017. The 2012 Term Loan was issued at par. Proceeds from the 2012 Term Loan were used to pay amounts outstanding under the Revolving Credit Facility.

Based on the amount outstanding at June 30, 2012 and the current Eurodollar Rate, debt service for the next twelve months on the 2012 Term Loan will be $15.5 million.

Mobilitie Bridge Loan

Simultaneous with the closing of the Mobilitie acquisition, our wholly-owned subsidiary SBA Monarch, as borrower, entered into a credit agreement with 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 “Mobilitie Bridge Loan”). Amounts borrowed under the Bridge Loan Credit Agreement were 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 Mobilitie Bridge Loan bore interest, at SBA Monarch’s election, at either the Base Rate plus a margin that ranged from 2.00% to 2.50% or the Eurodollar Rate plus a margin that ranged 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 June 30, 2012, the bridge loan bore interest at the Eurodollar Rate plus 3.5% (3.75% as of June 30, 2012). The Bridge Loan Credit Agreement required 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 contained customary affirmative and negative covenants.

The Mobilitie Bridge Loan, included in current maturities of long-term debt and short-term debt in the accompanying consolidated balance sheet as of June 30, 2012, was scheduled to mature on April 1, 2013. On July 13, 2012, we repaid the $400 million outstanding under the Mobilitie Bridge Loan from the proceeds of the 5.75% Notes.

Secured Tower Revenue Securities Series 2010

On April 16, 2010, a New York common law trust (the “Trust”) issued $680.0 million of Secured Tower Revenue Securities Series 2010-1 (the “2010-1 Tower Securities”), and $550.0 million of Secured Tower Revenue Securities Series 2010-2 (the “2010-2 Tower Securities” and together with the 2010-1 Tower Securities, the “2010 Tower Securities”). The weighted average annual fixed coupon interest rate of the 2010 Tower Securities is 4.7%, including borrowers’ fees, payable monthly. The anticipated repayment date and the final maturity date for the 2010-1 Tower Securities is April 16, 2015 and April 16, 2040, respectively. The anticipated repayment date and the final maturity date for the 2010-2 Tower Securities is April 16, 2017 and April 16, 2042, respectively. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of SBA Properties, Inc., SBA Sites, Inc., and SBA Structures, Inc., our indirect wholly-owned operating subsidiaries (collectively, the “Borrowers”). For a detailed discussion of the 2010 Tower Securities, see Note 13 in the Notes to Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2011, filed with the Commission on February 27, 2012.

As of June 30, 2012, the Borrowers met the required Debt Service Coverage Ratio as set forth in the mortgage loan agreement. Based on the amounts outstanding at June 30, 2012, the debt service for the next twelve months on the 2010 Tower Securities will be $57.4 million.

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1.875% Convertible Senior Notes due 2013

At June 30, 2012, we had $535.0 million outstanding of 1.875% Convertible Senior Notes (the “1.875% Notes”) which were recorded at their discounted carrying value of $503.0 million. The maturity date of the 1.875% Notes is May 1, 2013, and as such they are included in current maturities of long term debt in current liabilities. Interest on the 1.875% Notes is payable semi-annually each May 1 and November 1. The 1.875% Notes are convertible, at the holder’s option, into shares of our Class A common stock, at an initial conversion rate of 24.1196 shares of Class A common stock per $1,000 principal amount of 1.875% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $41.46 per share or a 20% conversion premium based on the last reported sale price of $34.55 per share of Class A common stock on the Nasdaq Global Select Market on May 12, 2008, the purchase agreement date. Based on the amounts outstanding at June 30, 2012, debt service for the next twelve months on the 1.875% Notes will be $10.0 million of interest and the full principal balance of $535.0 million.

Concurrently with the pricing of our 1.875% Notes, we entered into convertible note hedge transactions and warrant transactions with affiliates of certain of the initial purchasers of the convertible note offerings. The initial strike price of the convertible note hedge transactions relating to our 1.875% Notes is $41.46 per share of our Class A common stock (the same as the initial conversion price of our 1.875% Notes) and the upper strike price of the warrants is $67.37 per share. Although we initially entered into convertible note hedge and warrant transactions to cover the full amount of the shares that were issuable upon conversion of the 1.875% Notes, as a result of the bankruptcy of Lehman Brothers OTC Derivatives Inc. (“Lehman Derivatives”), on November 7, 2008, we terminated the convertible note hedge transaction with Lehman Derivatives which covered 55% of the 13,265,780 shares of our Class A common stock potentially issuable upon conversion of our 1.875% Notes. Consequently, we do not currently have a hedge with respect to those shares and, to the extent that the market price of our Class A common stock exceeds $41.46 per share upon conversion of the notes, we will be subject to dilution, or if we settle in cash, additional costs, upon conversion of that portion of the 1.875% Notes.

On April 17, 2012 we 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 was recorded as a gain in other income in the income statement during the second quarter.

4.0% Convertible Senior Notes due 2014

As of June 30, 2012, we had outstanding $500.0 million of our 4.0% Convertible Senior Notes (the “4.0% Notes”) which were recorded at their discounted carrying value of $413.6 million. The maturity date of the 4.0% Notes is October 1, 2014. Interest on the 4.0% Notes is payable semi-annually on April 1 and October 1. The 4.0% Notes are convertible, at the holder’s option, into shares of our Class A common stock, at an initial conversion rate of 32.9164 shares of our Class A common stock per $1,000 principal amount of 4.0% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $30.38 per share or a 22.5% conversion premium based on the last reported sale price of $24.80 per share of our Class A common stock on the Nasdaq Global Select Market on April 20, 2009, the purchase agreement date. Based on the amounts outstanding at June 30, 2012, debt service for the next twelve months on the 4.0% Notes will be $20.0 million.

Concurrently with the pricing of our 4.0% Notes, we entered into convertible note hedge transactions and warrant transactions with affiliates of certain of the initial purchasers of the convertible note offerings. The initial strike price of the convertible note hedge transactions relating to our 4.0% Notes is $30.38 per share of our Class A common stock (the same as the initial conversion price of the 4.0% Notes) and the upper strike price of the warrant transactions is $44.64 per share.

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Convertible Senior Notes Conversion Options

The 1.875% Notes and 4.0% Notes (collectively “the Notes”) are convertible only under the following circumstances:

• during any calendar quarter, if the last reported sale price of our Class A common stock for at least 20 trading days in the 30 consecutive trading day period ending on the last trading day of the preceding calendar quarter is more than 130% of the applicable conversion price per share of Class A common stock on the last day of such preceding calendar quarter,

• during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each day in the measurement period was less than 95% of the product of the last reported sale price of Class A common stock and the applicable conversion rate,

• if specified distributions to holders of Class A common stock are made or specified corporate transactions occur, and

• at any time on or after February 19, 2013 for the 1.875% Notes and July 22, 2014 for the 4.0% Notes.

Upon conversion, we have the right to settle our conversion obligation in cash, shares of Class A common stock or a combination of cash and shares of our Class A common stock. From time to time, upon notice to the holders of the Notes, we may change our election regarding the form of consideration that we will use to settle our conversion obligation; provided, however, that we are not permitted to change our settlement election after February 18, 2013 for the 1.875% Notes and July 21, 2014 for the 4.0% Notes. A discussion of the full convertibility provisions of our convertible senior notes and of the related hedging arrangements, including the impact of Lehman Brothers OTC Derivatives Inc. default on a portion of the hedge associated with the 1.875% Notes, is included in our Annual Report on Form 10-K filed with the SEC on February 27, 2012.

After the end of the first quarter of 2012, the 4.0% Notes became convertible by the note holders. This conversion right was triggered because our Class A common stock closing price per share exceeded $39.49 for at least 20 trading days during the 30 consecutive trading day period ending on March 30, 2012. The 4.0% Notes remain convertible today, and will continue to be convertible until September 30, 2012, and may be convertible thereafter, if one or more of the conversion conditions specified in the Indenture, dated as of April 24, 2009, is satisfied during future measurement periods.

Senior Notes

On July 24, 2009, Telecommunications issued $750.0 million of unsecured senior notes (the “Senior Notes”), $375.0 million of which were due August 15, 2016 and $375.0 million of which were due August 15, 2019.

The 2016 Notes have an interest rate of 8.00% and were issued at a price of 99.330% of their face value. The 2019 Notes have an interest rate of 8.25% and were issued at a price of 99.152% of their face value. Interest on the 2016 Notes and 2019 Notes is due semi-annually on February 15 and August 15 of each year beginning on February 15, 2010. On April 13, 2012, we redeemed $131.3 million in aggregate principal amount of our 2016 Notes and $131.3 million in aggregate principal amount of our 2019 Notes and paid the applicable premium for the redemption. Based on the amounts outstanding at June 30, 2012, the debt service on the 2016 Notes and the 2019 Notes would be $21.2 million and $21.9 million, respectively. However, on July 30, 2012, we notified our lenders of our intent to redeem the remaining $243.8 million balance of the 2016 Notes. The 2016 Notes will be redeemed at 106% of the face value from the proceeds of the issuance of the Secured Tower Revenue Securities Series 2012-1, as noted below. The redemption is expected to occur on August 29, 2012. The 2016 Notes and the 2019 Notes are fully and unconditionally guaranteed by SBA Communications.

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Secured Tower Revenue Securities Series 2012-1

On July 26, 2012, the Company, through its existing SBA Tower Trust has priced an offering of $610 million of Secured Tower Revenue Securities Series 2012-1 which have an anticipated repayment date of December 2017 and a final maturity date of December 2042. The annual fixed coupon interest rate of the 2012 Tower Securities is 2.933%, payable monthly. Net proceeds from the 2012 Tower Securities will be used to repay in full the remaining $243.8 million balance of the 2016 Notes plus the applicable premium associated with early redemption. The remaining net proceeds will be used (1) to pay a portion of the cash consideration required in connection with SBA’s pending acquisition of TowerCo and (2) for general corporate purposes. The transaction is expected to close in August 2012.

In addition, net proceeds from the 2012 Tower Securities will be used to redeem in full the $243.8 million outstanding balance of the 2016 Notes and to pay the applicable premium for the redemption.

Inflation

The impact of inflation on our operations has not been significant to date. However, we cannot assure you that a high rate of inflation in the future will not adversely affect our operating results particularly in light of the fact that our site leasing revenues are governed by long-term contracts with pre-determined pricing that we will not be able to increase in response to increases in inflation.

Accounting Changes and Recent Accounting Pronouncements

There are no accounting changes or relevant recent accounting pronouncements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks that are inherent in our financial instruments.

The following table presents the future principal payment obligations associated with our debt instruments assuming our actual level of indebtedness as of June 30, 2012:

	2012		2013		2014		2015		2016		Thereafter		Total		Fair Value
	(in thousands)
Debt:
1.875% Convertible Senior Notes due 2013	$	—	$	535,000	$	—	$	—	$	—	$	—	$	535,000	$	742,647
4.0% Convertible Senior Notes due 2014	$	—	$	—	$	500,000	$	—	$	—	$	—	$	500,000	$	966,250
8.0% Senior Notes due 2016(2)	$	—	$	—	$	—	$	—	$	243,750	$	—	$	243,750	$	259,289
8.25% Senior Notes due 2019	$	—	$	—	$	—	$	—	$	—	$	243,750	$	243,750	$	266,906
4.254% 2010-1 Tower Securities (1)	$	—	$	—	$	—	$	680,000	$	—	$	—	$	680,000	$	710,403
5.101% 2010-2 Tower Securities (1)	$	—	$	—	$	—	$	—	$	—	$	550,000	$	550,000	$	601,486
Revolving Credit Facility	$	—	$	—	$	—	$	—	$	—	$	284,000	$	284,000	$	284,000
2011 Term Loan	$	2,500	$	5,000	$	5,000	$	5,000	$	5,000	$	472,500	$	495,000	$	488,813
2012 Term Loan	$	5,000	$	10,000	$	12,500	$	17,500	$	20,000	$	135,000	$	200,000	$	197,500
Mobilitie Bridge Loan (3)	$	—	$	400,000	$	—	$	—	$	—	$	—	$	400,000	$	400,000
Total debt obligation	$	7,500	$	950,000	$	517,500	$	702,500	$	268,750	$	1,685,250	$	4,131,500	$	4,917,294

(1) The anticipated repayment date and the final maturity date for the 2010-1 Tower Securities is April 16, 2015 and April 16, 2040, respectively. The anticipated repayment date and the final maturity date for the 2010-2 Tower Securities is April 16, 2017 and April 16, 2042, respectively.

(2) On July 30, 2012, the Company gave notice to the note holders of the 2016 Notes that these notes would be redeemed effective August 29, 2012.

(3) On July 13, 2012, the Company repaid the entire principal balance of the Mobilitie Bridge Loan.

Our current primary market risk exposure is interest rate risk relating to (1) our ability to meet financial covenants and (2) the impact of interest rate movements on our 2011 Term Loan, 2012 Term Loan and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates. We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt. While we cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis. In addition, in connection with our convertible notes, we are subject to market risk associated with the market price of our common stock.

Special Note Regarding Forward-Looking Statements

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements regarding:

• our expectations on the future growth and financial health of the wireless industry and the industry participants, and the drivers of such growth;

• our beliefs regarding our ability to capture and capitalize on industry growth and the impact of such growth on our financial and operational results;

• our belief that our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal non-discretionary capital expenditures;

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• our belief that our towers have significant capacity to accommodate additional tenants, that our tower operations are highly scalable, that we can add tenants to our towers at minimal incremental costs, that we will continue to execute amendments as wireless service providers upgraded their equipment and the impact of these economies of scale on our cash flow and financial results;

• our intent to grow our tower portfolio internationally through new builds and acquisitions;

• our expectations regarding our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required to maintain, improve and modify our towers and general corporate expenditures and the source of funds for these expenditures;

• our intended use of our liquidity;

• our expectations regarding our annual debt service in 2012 and thereafter, and our belief that our cash on hand, cash flows from operations for the next twelve months and availability under our Revolving Credit Facility will be sufficient to service our outstanding debt during the next twelve months;

• our belief regarding our credit risk;

• our expectations regarding the closing of the 2012 Tower Securities offering, the ExteNet transaction and the TowerCo transaction; and

• our estimates regarding certain accounting and tax matters.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

• our ability to effectively integrate acquired towers into our business and to achieve the financial results projected in our valuation models for the acquired towers;

• the impact of continued consolidation among wireless service providers on our leasing revenue;

• changes in the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may decrease demand for our communications sites, or slow growth or affect the willingness or ability of the wireless service providers to expend capital to fund network expansion or enhancements;

• our ability to secure as many site leasing tenants as anticipated, recognize our expected economies of scale with respect to new tenants on our towers, and retain current leases on towers;

• our ability to secure and deliver anticipated services business at contemplated margins;

• our ability to build new towers, including our ability to identify and acquire land that would be attractive for our clients and to successfully and timely address zoning, permitting and other issues that arise in connection with the building of new towers;

• competition for the acquisition of towers and other factors that may adversely affect our ability to purchase towers that meet our investment criteria and are available at prices which we believe will be accretive to our shareholders and allow us to maintain our long-term target leverage ratios;

• with respect to our belief regarding the closing of pending transactions, the ability and willingness of each party to fulfill their respective closing conditions;

• our ability to successfully manage the risks associated with international operations, including risks relating to political or economic conditions, tax laws, currency restrictions and legal or judicial systems;

• our ability to continue to comply with covenants and the terms of our credit instruments, and our ability to obtain additional financing to fund our capital expenditures;

• our ability to protect our rights to the land under our towers, and our ability to successfully continue our ground lease purchase program;

• our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels to permit us to meet our anticipated uses of liquidity for operations, debt service and estimated portfolio growth;

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• our ability to successfully estimate the impact of certain accounting and tax matters, including the effect on our company of adopting certain accounting pronouncements and the availability of sufficient net operating losses to offset future taxable income;

• natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage; and

• the introduction of new technologies or changes in a tenant’s business model that may make our tower leasing business less desirable to potential tenants.

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ITEM 4. CONTROLS AND PROCEDURES

In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis, we have formalized our disclosure controls and procedures. Our principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Securities and Exchange Act Rule 13a-15(e) as of June 30, 2012. Based on such evaluation, such officers have concluded that, as of June 30, 2012, our disclosure controls and procedures were effective.

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 5. OTHER INFORMATION

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

Item 5.02(e)

On July 30, 2012, SBA Communications Corporation entered into amended and restated employment agreements with each of Brendan Cavanagh, Senior Vice President and Chief Financial Officer, Thomas P. Hunt, Senior Vice President, General Counsel and Chief Administrative Officer, and Kurt L. Bagwell, Senior Vice President and President of International. The prior employment agreements with each of Messrs. Cavanagh, Hunt and Bagwell were set to expire by their terms on December 31, 2012. The amended and restated employment agreements, which provide for each of Messrs. Cavanagh, Hunt and Bagwell to continue to serve in their present positions, became effective on July 30, 2012 and expire on December 31, 2015. All other material terms of the employment agreements remained the same.

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ITEM 6. EXHIBITS

Exhibits

Exhibit No.	Description
*10.57C	Amended and Restated Employment Agreement, dated as of July 30, 2012, between SBA Communications Corporation and Kurt L. Bagwell.
*10.58C	Amended and Restated Employment Agreement, dated as of July 30, 2012, between SBA Communications Corporation and Thomas P. Hunt.
*10.85B	Amended and Restated Employment Agreement, dated as of July 30, 2012, between SBA Communications Corporation and Brendan T. Cavanagh.
*31.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**101.INS	XBRL Instance Document.
**101.SCH	XBRL Taxonomy Extension Schema Document.
**101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
**101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
**101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
**101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
*	Filed herewith.
**	Furnished herewith.

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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 thereunto duly authorized.

	SBA COMMUNICATIONS CORPORATION
August 7, 2012	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer
	(Duly Authorized Officer)
August 7, 2012	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer
	(Principal Financial Officer)

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Exhibit Index

Exhibit No.	Description
*10.57C	Amended and Restated Employment Agreement, dated as of July 30, 2012, between SBA Communications Corporation and Kurt L. Bagwell.
*10.58C	Amended and Restated Employment Agreement, dated as of July 30, 2012, between SBA Communications Corporation and Thomas P. Hunt.
*10.85B	Amended and Restated Employment Agreement, dated as of July 30, 2012, between SBA Communications Corporation and Brendan T. Cavanagh.
*31.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**101.INS	XBRL Instance Document.
**101.SCH	XBRL Taxonomy Extension Schema Document.
**101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
**101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
**101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
**101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
*	Filed herewith.
**	Furnished herewith.

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EX-10.57(C)

Exhibit 10.57C

EXECUTION COPY

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), between SBA COMMUNICATIONS CORPORATION, a Florida corporation (the “Company”), and KURT L. BAGWELL (the “Executive”), is made and entered into as of July 30, 2012 (the “Effective Date”).

W I T N E S S E T H :

WHEREAS, the Company and its subsidiaries (collectively, the “Company Group”) engage in the business of developing, leasing and maintaining wireless telecommunications tower sites and other related businesses;

WHEREAS, the Company and the Executive have previously entered into an Employment Agreement, amended and restated effective as of January 1, 2010, and expiring by its terms on December 31, 2012 (the “Current Agreement”);

WHEREAS, the Current Agreement will expire by its terms on December 31, 2012 without any obligation of either party thereto to renew or extend such Agreement and without any obligation of the Company Group to pay severance or other amounts in connection with such expiration; and

WHEREAS, the Company and the Executive intend to provide for the continued employment of the Executive by the Company Group as of the Effective Date on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, it is hereby agreed by and between the parties as follows:

1. EMPLOYMENT. The Company hereby agrees to employ the Executive and the Executive hereby agrees to be employed by the Company on the terms and conditions set forth herein.

2. TERM. The term (the “Term”) of employment of the Executive by the Company Group shall commence as of the Effective Date and, subject to Section 7(a), shall end December 31, 2015 (the “End Date”), unless sooner terminated as hereinafter provided. If the Executive continues in the employment of the Company Group following the expiration of the Term, the Executive’s employment with the Company Group shall be at will, unless and until the parties negotiate and sign a new employment agreement regarding such future employment. Neither party shall be under any obligation or duty to sign or negotiate any such new employment agreement.

3. POSITION AND DUTIES.

(a) The Executive shall serve as the Senior Vice President and President of International of the Company. The Executive shall generally perform the duties of a Senior Vice President and President of International for the Company and shall have such specific responsibilities, duties and authorities as shall from time to time be assigned by the President, Chief Executive Officer, or Board of Directors of the Company (the “Board”).

(b) The Executive shall also serve, for no additional consideration, in such other positions in the Company Group as determined from time to time by the Board and shall have such specific responsibilities, duties and authorities with respect to such positions as shall from time to time be assigned by the President, Chief Executive Officer, or the Board.

(c) The Executive shall devote all his working time and efforts to the business and affairs of the Company Group.

4. COMPENSATION AND RELATED MATTERS.

(a) Salary. During the Term, the Executive shall be paid an annual salary at the rate in effect immediately prior to the Effective Date, which amount may be increased but not decreased by the Board (the “Base Salary”). The Company shall pay the Executive the Base Salary in accordance with its regular payroll practices as in effect from time to time. Compensation of the Executive by payments of Base Salary shall not be deemed exclusive and shall not prevent the Executive from participating in any other compensation or benefit plan of the Company Group, subject to the eligibility requirements and other terms of such plan.

(b) Annual Bonus. In addition to the Base Salary, the Executive shall be eligible to earn for each calendar year ending during the Term an annual incentive bonus (the “Bonus”) based on the achievement of one or more performance goals, targets, measurements and other factors (collectively, the “Performance Goals”) established for such year by the Compensation Committee of the Board (the “Committee”). The Executive’s target annual bonus (the “Target Bonus”) and the applicable Performance Goals will be established by the Committee within 90 days of the first day of the year to which such Bonus relates; provided, however, that the minimum Target Bonus for each full year of service shall be 100% of the annual rate of Base Salary in effect at the start of such year (the “Minimum Target Bonus”). Payment of the Executive’s Bonus for any year will be based upon the achievement of the Performance Goals established by the Committee for that year (including, without limitation, the exercise of the Committee’s negative discretion in accordance with its past practices with respect to the Performance Goals and related payment schedule established by the Committee for such Performance Goals). The actual bonus paid may be higher or lower than the Target Bonus for over- or under-achievement of the Performance Goals (including, without limitation, as a result of the exercise by the Committee of negative discretion in accordance with its past practices with respect to the Performance Goals and related payment schedule established by the Committee for such Performance Goals), as determined by the Committee. Subject to Section 6 hereof, a Bonus, if any, shall be payable in accordance with the Company’s customary bonus payment practices, but in no event later than March 15th of the succeeding calendar year.

(c) Expenses. During the Term, the Executive shall be entitled to receive payment or reimbursement for all reasonable expenses incurred by the Executive in performing services hereunder, including all expenses of travel and living expenses while away from home on business or at the request of and in the service of the Company Group, cell phone expenses and dues and seminar fees; provided that such expenses are incurred and accounted for in

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accordance with the policies and procedures then established by the Company Group from time to time; provided further that reimbursement shall be made as soon as practicable after a request for reimbursement is received by the Company Group in accordance with the Company’s customary expense reimbursement practices, but in no event later than the last day of the calendar year next following the calendar year in which the expense is incurred.

(d) Other Benefits. The Executive shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company Group in the future to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements, which benefits shall include disability insurance for as long as the Company Group generally provides disability insurance to its officers. Any payments, bonuses or benefits payable to the Executive hereunder in respect of any calendar year during which the Executive is employed by the Company Group for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which the Executive is so employed.

(e) Group or Family Medical Coverage. During the Term, the Company shall provide group or family medical insurance coverage to the Executive and his dependents under a plan for employees of the Company Group, and such plan shall include reasonable coverage for medical, hospital, surgical and major medical expenses and shall be subject to such deductibles as applicable to other Company Group employees.

5. WITHHOLDING. Both the Executive and the Company agree that all amounts paid pursuant to this Agreement shall be subject to all applicable federal, state, local and foreign withholding requirements.

6. TERMINATION. Subject to the provisions set forth in this Section 6, the Company Group shall have the right to terminate the Executive’s employment hereunder, and the Executive shall have the right to resign his employment with the Company Group, at any time for any reason or for no stated reason. For purposes of this Agreement, the terms “terminate,” “terminated,” “termination” and “resignation” mean a termination of the Executive’s employment that constitutes a Separation from Service (as defined in Section 6(e)(v) hereof).

(a) General. Upon a termination of the Executive’s employment for any reason, he shall be entitled to receive the following amounts (collectively, the “Termination Amount”) on the next regularly scheduled payroll date after the date of the Executive’s termination of employment: (i) any accrued and unpaid Base Salary for services performed up to and including the date of his termination or resignation, as applicable, (ii) a cash payment (calculated on the basis of his Base Salary then in effect) for all unused vacation days that the Executive may have accrued as of his date of termination (subject to the terms of the Company’s then applicable vacation policies), and (iii) any unpaid reimbursement for business expenses the Executive is entitled to receive under Section 4(c) hereof.

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(b) Termination for Cause; Resignation Without Good Reason.

(i) If, prior to the expiration of the Term, the Executive’s employment with the Company Group is terminated by the Company Group for Cause (as defined below) or if the Executive resigns without Good Reason (as defined below), he shall be entitled to receive the Termination Amount. Except to the extent required by the terms of any applicable compensation or benefit plan or program or otherwise required by applicable law, the Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement after such termination or resignation of employment with respect to the year of such termination or resignation and later years.

(ii) “Cause” means the occurrence of any of the following events:

(1) the Executive’s willful, material violation of any law or regulation applicable to the business of the Company Group;

(2) the Executive’s conviction of, or plea of guilty or “no contest” to, a felony;

(3) any willful perpetration by the Executive of an act involving moral turpitude or common law fraud, whether or not related to his activities on behalf of the Company Group;

(4) any act of gross negligence by the Executive in the performance of his duties as an employee of the Company Group;

(5) any material violation by the Executive of the Company’s Code of Ethics, as in effect from time to time;

(6) the willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him as an employee of the Company Group;

(7) the indictment for any crime, whether a felony or misdemeanor, involving the purchase or sale of any security, mail or wire fraud, theft, embezzlement, moral turpitude, or Company Group property where such indictment has a material adverse impact on the Executive’s ability to perform his duties under this Agreement;

(8) any willful misconduct by the Executive that is materially injurious to the financial condition, business, or reputation of, or is otherwise materially injurious to, any member of the Company Group; or

(9) any breach by the Executive of Section 9(a), (b), (c) or (d) of this Agreement.

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(iii) Termination of the Executive’s employment for Cause shall be communicated by delivery to the Executive of a written notice from the Board stating that the Executive will be terminated for Cause, specifying the particulars thereof and the effective date of such termination; provided, however, that upon receipt of such notice, the Executive shall have (1) an opportunity to cure the matter constituting Cause within 30 days following the Executive’s receipt of such notice (provided that the event constituting Cause is then susceptible to cure) and (2) an opportunity, together with his counsel, to be heard by the Board. The date of the Executive’s termination for Cause shall be the date of termination specified by the resolution of the Board; provided, however, that such termination shall not become effective until no earlier than the date of the meeting of the Board described in clause (2) of the preceding sentence. The date of a resignation by the Executive shall be the date specified in a written notice of resignation to the Company. The Executive shall provide at least 30 days’ advance written notice of resignation without Good Reason; provided, however, that the Company Group, in its sole discretion, may waive the notice requirement in whole or in part.

(c) Termination Without Cause; Resignation for Good Reason.

(i) If, prior to the expiration of the Term, the Executive’s employment with the Company Group is terminated by the Company Group without Cause or if the Executive resigns from his employment hereunder for Good Reason, then, in addition to the Termination Amount, the Executive shall be entitled to receive:

(1) an amount equal to the sum of the following amounts (collectively, the “Severance Amount”):

(A) an amount equal to the pro rata portion of the Bonus for the year in which the termination or resignation occurs, calculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of such termination or resignation and the denominator of which is 365; plus

(B) an amount equal to the Applicable Multiple (as defined below) multiplied by the sum of: (i) the Base Salary in effect for the year of termination or resignation and (ii) the Minimum Target Bonus; and

(2) continuation of applicable medical, dental and life insurance benefits (based on the coverage in effect for the Executive and his dependents at the time of such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by the Company Group), from the date of termination or resignation until the earlier to occur of (A) the Applicable Multiple of years from the date of termination or (B) the date the Executive becomes eligible for comparable benefits provided by a third party (in either case, the “Continuation Period”); provided, however, that the continuation of such benefits shall be subject to the respective terms of the applicable plan, as

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in effect from time to time, and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following the calendar year in which such expenses are incurred.

For purposes of this Section 6(c), “Applicable Multiple” means (i) one, in the event termination or resignation occurs prior to a Change in Control of the Company (as defined in Section 7(b)); and (ii) two, in the event termination or resignation occurs on or after a Change in Control of the Company. Notwithstanding the foregoing, if within six months prior to the date on which a Change in Control occurs, the Executive’s employment with the Company Group is terminated by the Company without Cause or by the Executive for Good Reason, and it is reasonably demonstrated that such termination of employment or Good Reason event was in contemplation of the Change in Control, then the Applicable Multiple shall be two, but the Severance Amount payable as a result of such revised calculation shall be reduced by any Severance Amount previously paid to the Executive under this Section 6(c) by the Company Group as a result of such termination or resignation of employment.

(ii) Subject to the compliance rules set forth in Section 6(e), the Severance Amount shall be paid in a lump sum on the first business day of the third calendar month following the calendar month in which termination by the Company without Cause or resignation by the Executive for Good Reason is effective (or, in the event of the Executive’s death after the date of the Executive’s termination or resignation but prior to the date of payment, to the Executive’s estate or beneficiary, as applicable, together with interest, within 30 days following the date of the Executive’s death).

(iii) The payment of the Severance Amount and the continuation of benefits, pursuant to this Section 6(c), shall be contingent upon the Executive executing a full release and waiver of claims against the Company Group (which release and waiver of claims, once executed and irrevocable, shall not apply to the Company’s obligation to pay the Severance Amount and continue benefits hereunder), in a form approved by the Board, that becomes irrevocable not later than the last day of the second calendar month following the calendar month in which the Executive’s termination or resignation becomes effective in accordance with this Section 6(c). If the Executive fails to execute a full release and waiver of claims against the Company Group that becomes irrevocable on or before the last day of the second calendar month following the calendar month in which the Executive’s termination or resignation becomes effective, the Company Group’s obligations under this Section 6(c) shall terminate and the Executive shall not be entitled to further payment of the Severance Amount or the continuation of benefits.

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(iv) “Good Reason” means the occurrence of any of the following events:

(1) the Executive’s position, title, duties, and reporting responsibilities with the Company in effect on the Effective Date become less favorable in any material respect; provided, however, Good Reason shall not be deemed to occur under this clause (1) if the following three conditions are satisfied: (A) the diminution in the Executive’s position, duties or reporting responsibilities is solely and directly a result of the Company no longer being a publicly-traded company; (B) the event resulting in the Company no longer being a publicly-traded entity is a leveraged buyout, acquisition by a private equity fund and/or other similar “going private” transaction and is not as a result of the acquisition of the Company or the business of the Company Group by another operating company or parent or subsidiary thereof; and (C) the Executive continues to hold the same position and title with the Company and no other act or omission has then occurred that would constitute an event of Good Reason under this definition;

(2) (A) a reduction in, or a change in the form of, either the Base Salary or Minimum Target Bonus or (B) a reduction in the aggregate amount of the material benefits provided to the Executive, as of the Effective Date, other than an across-the-board reduction applicable to all senior executive officers of the Company Group; or

(3) the relocation, without the Executive’s consent, of the Executive’s principal place of business to a location that is more than 60 miles from the Executive’s primary business location on the Effective Date or, if applicable, from a subsequent primary business location agreed to by the Executive.

(v) In order to constitute Good Reason, (1) the Executive must provide written notification of his intention to resign within 30 days after the Executive knows or has reason to know of the occurrence of any such event, (2) such event or condition is not corrected, in all material respects, by the Company Group within 20 days of its receipt of such notice, and (3) the Executive resigns his employment with the Company Group not more than 30 days following the expiration of the 20-day period described in the foregoing clause (2).

(vi) Notwithstanding the previous provisions of this Section 6(c), it shall not be an event of Good Reason under this Agreement for the Company Group (1) to adopt (or subsequently amend) one or more claw-back, mandatory deferral or other risk management policies related to the Company Group’s incentive compensation plans or arrangements or (2) to adopt (or subsequently amend) stock ownership guidelines related to the Company’s common stock or (3) to subject the compensation payable to the Executive under this Agreement to these policies or guidelines; provided that, except as otherwise required by law, such policies are generally applicable to the Company Group’s executive officers.

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(vii) The date of termination of employment without Cause shall be the date specified in a written notice of termination to the Executive. The date of resignation for Good Reason shall be the date specified in a written notice of resignation from the Executive to the Company; provided, however, that no such written notice shall be effective unless the cure period specified in Section 6(c)(v) above has expired without the Company Group having corrected the event or events subject to cure.

(d) Disability; Death.

(i) If, as a result of the Executive’s incapacity due to physical or mental illness (such incapacity being determined by the Board in its reasonable discretion), the Executive shall have been absent from his full-time duties as described hereunder for the entire period of six consecutive months (“Disability”), the Executive’s employment shall terminate at the end of the six-month period.

(ii) Upon a termination pursuant to this Section 6(d) as a result of Disability or as a result of the Executive’s death, the Executive (or his estate or beneficiary, as applicable) shall be entitled to receive:

(1) the Termination Amount, and

(2) an amount equal to the pro rata portion of the Bonus for the year in which the termination occurs, calculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of termination and the denominator of which is 365.

(iii) If the Executive’s employment is terminated pursuant to this Section 6(d) as a result of his Disability, then subject to Section 6(e), the pro rata Bonus shall be paid in a lump sum on the first business day of the third calendar month following the calendar month in which termination pursuant to this Section 6(d) is effective.

(iv) If the Executive’s employment is terminated as of result of his death, the pro rata Bonus shall be paid within 30 days after the date of the Executive’s death.

(v) Except to the extent required by the terms of any applicable compensation or benefit plan or program or otherwise required by applicable law, the Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement after such termination.

(e) Section 409A Compliance.

(i) If, at the time of the Executive’s termination or resignation with the Company Group, the Executive is a Specified Employee (as defined below), then the Severance Amount, the pro rata Bonus contemplated by Section 6(d) and any other amounts payable under this Agreement that the Company determines constitutes deferred compensation within the meaning of Section 409A of the Code and which

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are subject to the six-month delay required by Treas. Reg. Section 1.409A-1(c)(3)(v), shall be delayed and not paid to the Executive until the first business day following the six-month anniversary of the Executive’s date of termination or resignation (the “Short-Term Deferral Date”), at which time such delayed amounts will be paid to the Executive in a cash lump sum (the “Catch-Up Amount”).

(ii) If payment of an amount is delayed as a result of this Section 6(e), such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Executive but for this Section 6(e) to the day prior to the date the Catch-Up Amount is paid. The rate of interest shall be the applicable short-term federal rate applicable under Section 7872(f)(2)(A) of the Code for the month in which the date of the Executive’s termination or resignation occurs. Such interest shall be paid at the same time that the Catch-Up Amount is paid.

(iii) If the Executive dies on or after the date of the Executive’s termination or resignation and prior to the Short-Term Deferral Date, any amount delayed pursuant to this Section 6(e) shall be paid to the Executive’s estate or beneficiary, as applicable, together with interest, within 30 days following the date of the Executive’s death.

(iv) “Specified Employee” has the meaning set forth in Section 409A(a)(2)(B)(i) of the Code. The determination of whether the Executive constitutes a Specified Employee on the date of his termination or resignation shall be made in accordance with the Company’s established methodology for determining Specified Employees.

(v) “Separation from Service” means a “separation from service” from the Company Group within the meaning of the default rules under the final regulations issued pursuant to Section 409A of the Code.

(vi) The provisions of this Section 6(e) shall apply notwithstanding any provision of this Agreement related to the timing of payments following the Executive’s termination or resignation. For purposes of applying the provisions of Section 409A of the Code to this Agreement, each separately identifiable amount to which the Executive is entitled under this Agreement shall be treated as a separate payment.

7. CHANGE IN CONTROL.

(a) If a Change in Control of the Company (as defined below) shall become effective during the Term, the Term shall automatically be deemed to end on the later of (i) the End Date (as defined in Section 2) or (ii) the second anniversary of the effective date of such Change in Control.

(b) A “Change in Control” shall be deemed to have occurred when:

(i) any person other than Steven E. Bernstein is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then-outstanding securities; or

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(ii) during any 24-month period, individuals who, as of the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute a majority of the Board; provided that any new director subsequent to the beginning of such period (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least a majority of the Incumbent Directors shall be an Incumbent Director; or

(iii) there is consummated a merger or consolidation of the Company, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary, at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates other than in connection with the securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 50% or more of the combined voting power of the Company’s then outstanding securities; or

(iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

8. SECTION 4999 EXCISE TAX LIMITATION.

(a) In the event that it shall be determined that (X) any amount or benefit paid, distributed or otherwise provided to the Executive by the Company Group, whether pursuant to this Agreement or otherwise (collectively, the “Covered Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and (Y) the reduction of the amounts payable to the Executive under this Agreement or with respect to stock options and equity awards to the maximum amount that could be paid to the Executive without

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giving rise to the Excise Tax (the “Safe Harbor Cap”) would provide the Executive with a greater after-tax amount than if such amounts were not reduced, then, subject to the further limitations set forth herein, the Covered Payments shall be reduced (but not below zero) to the Safe Harbor Cap. The reductions, if applicable, shall be made to the extent necessary in the following order: (i) the acceleration of vesting of stock options and other equity awards with an exercise price that exceeds the then fair market value of the stock subject to the award; (ii) the payments under Section 6(c)(i)(1)(A) hereof; (iii) the payments under Section 6(c)(i)(1)(B) hereof; (iv) the continuation of benefits under Section 6(c)(i)(2) hereof; and (v) the acceleration of vesting of all other stock options and equity awards. For purposes of reducing the Covered Payments to the Safe Harbor Cap, only amounts payable under this Agreement and with respect to stock options and equity awards (and no other Covered Payments) shall be reduced. If the reduction would not result in a greater after-tax result to the Executive, no amounts payable under this Agreement or with respect to stock options and equity awards shall be reduced pursuant to this provision.

(b) A nationally recognized firm of independent accountants, selected by the Company after consultation with the Executive, shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. Such accounting firm shall apply the provisions of this Section 8 in a reasonable manner and in good faith in accordance with then prevailing practices in the interpretation and application of Section 4999 of the Code. For purposes of applying the provisions of this Section 8, the Company shall be entitled to rely on the written advice of legal counsel or such accounting firm as to whether one or more Covered Payments constitute “parachute payments” under Section 4999 of the Code.

(c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within 30 calendar days after the date that such accounting firm has been engaged to make such determinations or such other time as requested by the Company or the Executive. If payments are reduced to the Safe Harbor Cap or the accounting firm determines that no Excise Tax is payable by the Executive without a reduction in Covered Payments, it shall furnish the Company and the Executive with an opinion to such effect, that the Executive is not required to report any Excise Tax on the Executive’s federal income tax return, and that the failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Company and the Executive.

9. PROTECTION OF THE COMPANY GROUP’S INTERESTS.

(a) No Competing Employment. For so long as the Executive is employed by the Company Group, and (i) during a period of two years after his employment with the Company Group has been terminated by reason of termination without Cause or resignation for Good Reason in which the Applicable Multiple is two, or (ii) during a period of one year after his employment with the Company Group has been terminated in all other circumstances (such period of employment and applicable post-employment period hereinafter referred to as the “Restricted Period”), the Executive shall not, without the prior written consent of the Board, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render

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financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity that competes with the business of the Company Group by providing any goods or services provided or under development by the Company Group at the effective date of the Executive’s termination of employment (the “Business”); provided, however, that this Section 9(a) shall not proscribe the Executive’s ownership, either directly or indirectly, of less than one percent of any class of securities which are regularly traded on a national securities exchange or interdealer quotation system.

(b) No Interference. During the Restricted Period, the Executive shall not, directly or indirectly, whether for his own account or for the account of any other individual, partnership, firm, corporation or other business organization (other than the Company Group), (i) solicit, or endeavor to entice away from the Company Group, or otherwise interfere with the relationship of the Company Group with, any person or entity who is, or was within the then most recent 12 month period, (A) employed by, or otherwise engaged to perform services for, the Company Group, or (B) a customer or client of the Company Group, (ii) assist or encourage any other person in carrying out, directly or indirectly, any activity that would be prohibited by the provisions of this Section 9(b) if such activity were carried out by the Executive, and, in particular, the Executive agrees that he will not, directly or indirectly, induce any employee of the Company Group to carry out any such activity, or (iii) otherwise interfere with the business of the Company Group.

(c) Non-Disparagement. For so long as the Executive is employed by the Company Group, and at all times thereafter, the Executive shall not intentionally make any public statement, or publicly release any information, that disparages or defames the Company Group, or any of its officers and directors, and shall not intentionally cause or encourage any other person to make any such statement or publicly release any such information.

(d) Confidentiality. The Executive understands and acknowledges that, in the course of his employment, he has had and will continue to have access to and will learn confidential information regarding the Company Group that concerns the technological innovations, operations and methodologies of the Company Group, including, without limitation, business plans, financial information, protocols, proposals, manuals, procedures and guidelines, computer source codes, programs, software, know-how and specifications, inventions, copyrights, trade secrets, market information, Developments (as hereinafter defined), data and customer information (collectively, “Proprietary Information”). The Executive recognizes that the use or disclosure of Proprietary Information could cause the Company Group substantial loss and damages, which could not be readily calculated, and for which no remedy at law would be adequate. Accordingly, the Executive agrees that for so long as he is employed by the Company Group, and at all times thereafter, he shall keep confidential and shall not, directly or indirectly, disclose any such Proprietary Information to any third party, except as required to fulfill his duties in connection with his employment by the Company Group, and shall not misuse, misappropriate or exploit such Proprietary Information in any way. The restrictions contained herein shall not apply to any information that the Executive can demonstrate (i) was already available to the public at the time of disclosure, or subsequently became available to the public, otherwise than by breach of this Agreement or (ii) was the subject of a court order to disclose.

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“Developments” shall mean all data, discoveries, findings, reports, designs, inventions, improvements, methods, practices, techniques, developments, programs, concepts and ideas, whether or not patentable, and works of authorship relating to the present or planned activities, or the products and services of the Company Group.

(e) Exclusive Property. The Executive confirms that all Proprietary Information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by him relating to the business of the Company Group shall be and remain the property of the Company Group. Upon the termination of the Executive’s employment with the Company Group or upon the request of the Company Group at any time, he shall promptly deliver to the Company Group, and shall not, without the consent of the Company, retain copies of any written materials not previously made available to the public, or records and documents made by the Executive or coming into his possession concerning the business or affairs of the Company Group; provided, however, that subsequent to any such termination, the Company Group shall provide the Executive with copies (the cost of which shall be borne by the Executive) of any documents that are requested by the Executive and that he has determined in good faith are (i) required to establish a defense to a claim that the Executive has not complied with his duties hereunder or (ii) necessary to the Executive in order to comply with applicable law.

(f) Assignment of Developments. During the Executive’s employment, all Developments that are at any time made, reduced to practice, conceived or suggested by him, whether acting alone or in conjunction with others, shall be the sole and absolute property of the Company Group, free of any reserved or other rights of any kind on his part, and the Executive hereby irrevocably assigns, conveys and transfers any and all right, title and interest that he may have in such Developments to the Company Group. If such Developments were made, reduced to practice, conceived or suggested by the Executive during or as a result of his employment relationship with the Company Group, the Executive shall promptly make full disclosure of any such Developments to the Company Group and, at the Company Group’s cost and expense, do all acts and things (including, among others, the execution and delivery under oath of patent and copyright applications and instruments of assignment) deemed by the Company Group to be necessary or desirable at any time in order to effect the full assignment to the Company Group of his right, title and interest, if any, to such Developments. The Executive acknowledges and agrees that any invention, concept, design or discovery that concretely relates to or is associated with the Executive’s work for the Company Group that is described in a patent application or is disclosed to a third party, directly or indirectly, by the Executive during the Restricted Period shall be the property of and owned by the Company Group, and such disclosure by patent application (except by way of a patent application filed by any member of the Company Group) or otherwise shall constitute a breach of this Section 9.

(g) Injunctive Relief. Without intending to limit the remedies available to the Company Group, the Executive acknowledges that a breach of any of the covenants contained in this Section 9 may result in material irreparable injury to the Company Group or any of its members for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by this

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Section 9 or such other relief as may be required to specifically enforce any of the covenants in this Section 9, without the Company being required to show any actual damage or to post an injunction bond.

(h) Enforceability. Should any of the time periods or the geographic area set forth in this Section 9 be held to be unreasonable by any court of competent subject matter jurisdiction, the parties hereto agree to petition such court to reduce the time period or geographic area to the maximum time period or geographic area, as applicable, permitted by governing law.

(i) Periods Following the Term. Other than the provisions of Section 9(a), the provisions of this Section 9 shall continue in effect in accordance with the provisions hereof following the expiration of the Term, including, without limitation, during any period that the Executive remains an employee-at-will of the Company.

(j) Reciprocity of Obligations. Notwithstanding anything to the contrary in this Agreement, in the event the Company is obligated to pay the Severance Amount under Section 6(c) of this Agreement, the Executive’s obligations under Section 9(a) of this Agreement shall be conditioned upon payment of the Severance Amount in the manner contemplated by Section 6(c); provided, however, that, without limiting any other remedies available to the Company, in the event of the Executive’s breach of Section 9(a), (b), (c) or (d) of this Agreement, the Company shall cease to have any obligation as of the date of such breach to make any payments under Section 6(c) of this Agreement; provided further, that the Executive’s obligations under Section 9(a) shall apply if the Company does not pay the Severance Amount to the Executive as a result of the failure of the Executive to deliver the release contemplated by Section 6(c)(iii) or the failure of such release to become effective in accordance with its terms as a result of the Executive having exercised any right of rescission or revocation applicable to such release. The party alleging a breach described in this Section 9(j) shall provide prompt written notice of such breach to the other party hereto, and the party receiving such notice shall have 10 days from the date of delivery of such notice (as determined in accordance with Section 11 hereof) to cure such breach to the reasonable satisfaction of the party delivering such notice. The party delivering the notice shall not be released of its obligations hereunder unless the 10-day cure period shall have expired without the alleged breach having been cured in the manner described in the previous sentence.

10. AMENDMENTS. The provisions of this Agreement may not be amended, supplemented, waived or changed orally, but only by a writing signed by the party as to whom enforcement of any such amendment, supplement, waiver or modification is sought and making specific reference to this Agreement. Notwithstanding the preceding sentence, the Company may, without the Executive’s consent, amend any provision of this Agreement to the extent it deems such action necessary or advisable to avoid the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code, and any such amendment shall not be a basis for a resignation by the Executive for Good Reason; provided, however, that any such amendment or modification shall, to the maximum extent the Company, reasonably and in good faith determines to be possible, retain the economic and tax benefits to the Executive hereunder while not materially increasing the cost to the Company Group of providing such benefits to the Executive. Any determinations of the Company pursuant to this Section 10 shall be final, conclusive and binding on all persons.

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11. NOTICE. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing (including electronic transmission) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, electronically transmitted, or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt requested, addressed to:

If to the Executive:

To the address of the Executive as reflected on the books and records of the Company

If to the Company:

SBA COMMUNICATIONS CORPORATION

5900 Broken Sound Parkway N.W.

Boca Raton, Florida 33487

Attn: President

With a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

Attn: Kenneth J. Laverriere

or to such other address as any party may designate by notice complying with the provisions of this Section 11. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery; (b) on the date of transmission with confirmed answer back if by electronic transmission; and (c) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.

12. ASSIGNMENTS. No party shall assign his or its rights and/or obligations under this Agreement without the prior written consent of each other party to this Agreement. The Company will require a successor to all or substantially all of the business or assets of the Company to assume expressly and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such succession had taken place.

13. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding upon any party so confirming.

14. ARBITRATION. Any controversy or claim arising out of or relating to this contract shall be determined by arbitration in accordance with the then-existing Commercial

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Rules of the American Arbitration Association. The place of arbitration shall be Palm Beach County, Florida. There shall be one arbitrator, to be selected jointly by the Company and the Executive; provided, however, if the Company and the Executive cannot agree, the arbitrator shall be appointed by the American Arbitration Association. The Company shall initially pay the fees of the arbitrator, provided that the prevailing party shall be entitled to recover reasonable attorneys’ fees, sales and use taxes, costs (including the arbitrator’s fees) and all expenses even if not taxable as court costs, incurred in the arbitration proceeding or any legal proceeding to enforce any award granted thereunder, in addition to any other relief to which such party or parties may be entitled. The parties hereby agree to waive their right to have any dispute between them resolved in a court of law by a judge or jury; provided, however, that this Section 14 will not prevent the Company Group from seeking equitable or injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter hereof relating to a breach or violation or threatened breach or violation of the Executive’s obligations under Section 9 hereof; provided further that this Section 14 will not prevent either party from enforcing any arbitration award granted hereunder in any court having jurisdiction over the parties.

15. SEVERABILITY. If any provision of this Agreement or any other agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible. If any provision of this Agreement may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable.

16. ENTIRE AGREEMENT. This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and between such parties, including the Current Agreement; provided, however, that nothing in this Agreement shall be construed to modify any existing equity award granted to the Executive by the Company prior to the Effective Date.

17. GOVERNING LAW. This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida applicable to contracts executed and performed entirely in such state.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

SBA COMMUNICATIONS CORPORATION
By:	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	President and Chief Executive Officer
	/s/ Kurt L. Bagwell
	Kurt L. Bagwell

EX-10.58(C)

Exhibit 10.58C

EXECUTION COPY

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), between SBA COMMUNICATIONS CORPORATION, a Florida corporation (the “Company”), and THOMAS P. HUNT (the “Executive”), is made and entered into as of July 30, 2012 (the “Effective Date”).

W I T N E S S E T H :

WHEREAS, the Company and its subsidiaries (collectively, the “Company Group”) engage in the business of developing, leasing and maintaining wireless telecommunications tower sites and other related businesses;

WHEREAS, the Company and the Executive have previously entered into an Employment Agreement, amended and restated effective as of January 1, 2010, and expiring by its terms on December 31, 2012 (the “Current Agreement”);

WHEREAS, the Current Agreement will expire by its terms on December 31, 2012 without any obligation of either party thereto to renew or extend such Agreement and without any obligation of the Company Group to pay severance or other amounts in connection with such expiration; and

WHEREAS, the Company and the Executive intend to provide for the continued employment of the Executive by the Company Group as of the Effective Date on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, it is hereby agreed by and between the parties as follows:

1. EMPLOYMENT. The Company hereby agrees to employ the Executive and the Executive hereby agrees to be employed by the Company on the terms and conditions set forth herein.

2. TERM. The term (the “Term”) of employment of the Executive by the Company Group shall commence as of the Effective Date and, subject to Section 7(a), shall end December 31, 2015 (the “End Date”), unless sooner terminated as hereinafter provided. If the Executive continues in the employment of the Company Group following the expiration of the Term, the Executive’s employment with the Company Group shall be at will, unless and until the parties negotiate and sign a new employment agreement regarding such future employment. Neither party shall be under any obligation or duty to sign or negotiate any such new employment agreement.

3. POSITION AND DUTIES.

(a) The Executive shall serve as the Senior Vice President, General Counsel and Chief Administrative Officer of the Company. The Executive shall generally perform the duties of a Senior Vice President, General Counsel and Chief Administrative Officer for the

Company and shall have such specific responsibilities, duties and authorities as shall from time to time be assigned by the President, Chief Executive Officer, or Board of Directors of the Company (the “Board”).

(b) The Executive shall also serve, for no additional consideration, in such other positions in the Company Group as determined from time to time by the Board and shall have such specific responsibilities, duties and authorities with respect to such positions as shall from time to time be assigned by the President, Chief Executive Officer, or the Board.

(c) The Executive shall devote all his working time and efforts to the business and affairs of the Company Group.

4. COMPENSATION AND RELATED MATTERS.

(a) Salary. During the Term, the Executive shall be paid an annual salary at the rate in effect immediately prior to the Effective Date, which amount may be increased but not decreased by the Board (the “Base Salary”). The Company shall pay the Executive the Base Salary in accordance with its regular payroll practices as in effect from time to time. Compensation of the Executive by payments of Base Salary shall not be deemed exclusive and shall not prevent the Executive from participating in any other compensation or benefit plan of the Company Group, subject to the eligibility requirements and other terms of such plan.

(b) Annual Bonus. In addition to the Base Salary, the Executive shall be eligible to earn for each calendar year ending during the Term an annual incentive bonus (the “Bonus”) based on the achievement of one or more performance goals, targets, measurements and other factors (collectively, the “Performance Goals”) established for such year by the Compensation Committee of the Board (the “Committee”). The Executive’s target annual bonus (the “Target Bonus”) and the applicable Performance Goals will be established by the Committee within 90 days of the first day of the year to which such Bonus relates; provided, however, that the minimum Target Bonus for each full year of service shall be 100% of the annual rate of Base Salary in effect at the start of such year (the “Minimum Target Bonus”). Payment of the Executive’s Bonus for any year will be based upon the achievement of the Performance Goals established by the Committee for that year (including, without limitation, the exercise of the Committee’s negative discretion in accordance with its past practices with respect to the Performance Goals and related payment schedule established by the Committee for such Performance Goals). The actual bonus paid may be higher or lower than the Target Bonus for over- or under-achievement of the Performance Goals (including, without limitation, as a result of the exercise by the Committee of negative discretion in accordance with its past practices with respect to the Performance Goals and related payment schedule established by the Committee for such Performance Goals), as determined by the Committee. Subject to Section 6 hereof, a Bonus, if any, shall be payable in accordance with the Company’s customary bonus payment practices, but in no event later than March 15th of the succeeding calendar year.

(c) Expenses. During the Term, the Executive shall be entitled to receive payment or reimbursement for all reasonable expenses incurred by the Executive in performing services hereunder, including all expenses of travel and living expenses while away from home on business or at the request of and in the service of the Company Group, cell phone expenses

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and dues and seminar fees; provided that such expenses are incurred and accounted for in accordance with the policies and procedures then established by the Company Group from time to time; provided further that reimbursement shall be made as soon as practicable after a request for reimbursement is received by the Company Group in accordance with the Company’s customary expense reimbursement practices, but in no event later than the last day of the calendar year next following the calendar year in which the expense is incurred.

(d) Other Benefits. The Executive shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company Group in the future to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements, which benefits shall include disability insurance for as long as the Company Group generally provides disability insurance to its officers. Any payments, bonuses or benefits payable to the Executive hereunder in respect of any calendar year during which the Executive is employed by the Company Group for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which the Executive is so employed.

(e) Group or Family Medical Coverage. During the Term, the Company shall provide group or family medical insurance coverage to the Executive and his dependents under a plan for employees of the Company Group, and such plan shall include reasonable coverage for medical, hospital, surgical and major medical expenses and shall be subject to such deductibles as applicable to other Company Group employees.

5. WITHHOLDING. Both the Executive and the Company agree that all amounts paid pursuant to this Agreement shall be subject to all applicable federal, state, local and foreign withholding requirements.

6. TERMINATION. Subject to the provisions set forth in this Section 6, the Company Group shall have the right to terminate the Executive’s employment hereunder, and the Executive shall have the right to resign his employment with the Company Group, at any time for any reason or for no stated reason. For purposes of this Agreement, the terms “terminate,” “terminated,” “termination” and “resignation” mean a termination of the Executive’s employment that constitutes a Separation from Service (as defined in Section 6(e)(v) hereof).

(a) General. Upon a termination of the Executive’s employment for any reason, he shall be entitled to receive the following amounts (collectively, the “Termination Amount”) on the next regularly scheduled payroll date after the date of the Executive’s termination of employment: (i) any accrued and unpaid Base Salary for services performed up to and including the date of his termination or resignation, as applicable, (ii) a cash payment (calculated on the basis of his Base Salary then in effect) for all unused vacation days that the Executive may have accrued as of his date of termination (subject to the terms of the Company’s then applicable vacation policies), and (iii) any unpaid reimbursement for business expenses the Executive is entitled to receive under Section 4(c) hereof.

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(b) Termination for Cause; Resignation Without Good Reason.

(i) If, prior to the expiration of the Term, the Executive’s employment with the Company Group is terminated by the Company Group for Cause (as defined below) or if the Executive resigns without Good Reason (as defined below), he shall be entitled to receive the Termination Amount. Except to the extent required by the terms of any applicable compensation or benefit plan or program or otherwise required by applicable law, the Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement after such termination or resignation of employment with respect to the year of such termination or resignation and later years.

(ii) “Cause” means the occurrence of any of the following events:

(1) the Executive’s willful, material violation of any law or regulation applicable to the business of the Company Group;

(2) the Executive’s conviction of, or plea of guilty or “no contest” to, a felony;

(3) any willful perpetration by the Executive of an act involving moral turpitude or common law fraud, whether or not related to his activities on behalf of the Company Group;

(4) any act of gross negligence by the Executive in the performance of his duties as an employee of the Company Group;

(5) any material violation by the Executive of the Company’s Code of Ethics, as in effect from time to time;

(6) the willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him as an employee of the Company Group;

(7) the indictment for any crime, whether a felony or misdemeanor, involving the purchase or sale of any security, mail or wire fraud, theft, embezzlement, moral turpitude, or Company Group property where such indictment has a material adverse impact on the Executive’s ability to perform his duties under this Agreement;

(8) any willful misconduct by the Executive that is materially injurious to the financial condition, business, or reputation of, or is otherwise materially injurious to, any member of the Company Group; or

(9) any breach by the Executive of Section 9(a), (b), (c) or (d) of this Agreement.

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(iii) Termination of the Executive’s employment for Cause shall be communicated by delivery to the Executive of a written notice from the Board stating that the Executive will be terminated for Cause, specifying the particulars thereof and the effective date of such termination; provided, however, that upon receipt of such notice, the Executive shall have (1) an opportunity to cure the matter constituting Cause within 30 days following the Executive’s receipt of such notice (provided that the event constituting Cause is then susceptible to cure) and (2) an opportunity, together with his counsel, to be heard by the Board. The date of the Executive’s termination for Cause shall be the date of termination specified by the resolution of the Board; provided, however, that such termination shall not become effective until no earlier than the date of the meeting of the Board described in clause (2) of the preceding sentence. The date of a resignation by the Executive shall be the date specified in a written notice of resignation to the Company. The Executive shall provide at least 30 days’ advance written notice of resignation without Good Reason; provided, however, that the Company Group, in its sole discretion, may waive the notice requirement in whole or in part.

(c) Termination Without Cause; Resignation for Good Reason.

(i) If, prior to the expiration of the Term, the Executive’s employment with the Company Group is terminated by the Company Group without Cause or if the Executive resigns from his employment hereunder for Good Reason, then, in addition to the Termination Amount, the Executive shall be entitled to receive:

(1) an amount equal to the sum of the following amounts (collectively, the “Severance Amount”):

(A) an amount equal to the pro rata portion of the Bonus for the year in which the termination or resignation occurs, calculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of such termination or resignation and the denominator of which is 365; plus

(B) an amount equal to the Applicable Multiple (as defined below) multiplied by the sum of: (i) the Base Salary in effect for the year of termination or resignation and (ii) the Minimum Target Bonus; and

(2) continuation of applicable medical, dental and life insurance benefits (based on the coverage in effect for the Executive and his dependents at the time of such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by the Company Group), from the date of termination or resignation until the earlier to occur of (A) the Applicable Multiple of years from the date of termination or (B) the date the Executive becomes eligible for comparable benefits provided by a third party (in either case, the “Continuation Period”); provided, however, that the continuation of such benefits shall be subject to the respective terms of the applicable plan, as

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in effect from time to time, and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following the calendar year in which such expenses are incurred.

For purposes of this Section 6(c), “Applicable Multiple” means (i) one, in the event termination or resignation occurs prior to a Change in Control of the Company (as defined in Section 7(b)); and (ii) two, in the event termination or resignation occurs on or after a Change in Control of the Company. Notwithstanding the foregoing, if within six months prior to the date on which a Change in Control occurs, the Executive’s employment with the Company Group is terminated by the Company without Cause or by the Executive for Good Reason, and it is reasonably demonstrated that such termination of employment or Good Reason event was in contemplation of the Change in Control, then the Applicable Multiple shall be two, but the Severance Amount payable as a result of such revised calculation shall be reduced by any Severance Amount previously paid to the Executive under this Section 6(c) by the Company Group as a result of such termination or resignation of employment.

(ii) Subject to the compliance rules set forth in Section 6(e), the Severance Amount shall be paid in a lump sum on the first business day of the third calendar month following the calendar month in which termination by the Company without Cause or resignation by the Executive for Good Reason is effective (or, in the event of the Executive’s death after the date of the Executive’s termination or resignation but prior to the date of payment, to the Executive’s estate or beneficiary, as applicable, together with interest, within 30 days following the date of the Executive’s death).

(iii) The payment of the Severance Amount and the continuation of benefits, pursuant to this Section 6(c), shall be contingent upon the Executive executing a full release and waiver of claims against the Company Group (which release and waiver of claims, once executed and irrevocable, shall not apply to the Company’s obligation to pay the Severance Amount and continue benefits hereunder), in a form approved by the Board, that becomes irrevocable not later than the last day of the second calendar month following the calendar month in which the Executive’s termination or resignation becomes effective in accordance with this Section 6(c). If the Executive fails to execute a full release and waiver of claims against the Company Group that becomes irrevocable on or before the last day of the second calendar month following the calendar month in which the Executive’s termination or resignation becomes effective, the Company Group’s obligations under this Section 6(c) shall terminate and the Executive shall not be entitled to further payment of the Severance Amount or the continuation of benefits.

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(iv) “Good Reason” means the occurrence of any of the following events:

(1) the Executive’s position, title, duties, and reporting responsibilities with the Company in effect on the Effective Date become less favorable in any material respect; provided, however, Good Reason shall not be deemed to occur under this clause (1) if the following three conditions are satisfied: (A) the diminution in the Executive’s position, duties or reporting responsibilities is solely and directly a result of the Company no longer being a publicly-traded company; (B) the event resulting in the Company no longer being a publicly-traded entity is a leveraged buyout, acquisition by a private equity fund and/or other similar “going private” transaction and is not as a result of the acquisition of the Company or the business of the Company Group by another operating company or parent or subsidiary thereof; and (C) the Executive continues to hold the same position and title with the Company and no other act or omission has then occurred that would constitute an event of Good Reason under this definition;

(2) (A) a reduction in, or a change in the form of, either the Base Salary or Minimum Target Bonus or (B) a reduction in the aggregate amount of the material benefits provided to the Executive, as of the Effective Date, other than an across-the-board reduction applicable to all senior executive officers of the Company Group; or

(3) the relocation, without the Executive’s consent, of the Executive’s principal place of business to a location that is more than 60 miles from the Executive’s primary business location on the Effective Date or, if applicable, from a subsequent primary business location agreed to by the Executive.

(v) In order to constitute Good Reason, (1) the Executive must provide written notification of his intention to resign within 30 days after the Executive knows or has reason to know of the occurrence of any such event, (2) such event or condition is not corrected, in all material respects, by the Company Group within 20 days of its receipt of such notice, and (3) the Executive resigns his employment with the Company Group not more than 30 days following the expiration of the 20-day period described in the foregoing clause (2).

(vi) Notwithstanding the previous provisions of this Section 6(c), it shall not be an event of Good Reason under this Agreement for the Company Group (1) to adopt (or subsequently amend) one or more claw-back, mandatory deferral or other risk management policies related to the Company Group’s incentive compensation plans or arrangements or (2) to adopt (or subsequently amend) stock ownership guidelines related to the Company’s common stock or (3) to subject the compensation payable to the Executive under this Agreement to these policies or guidelines; provided that, except as otherwise required by law, such policies are generally applicable to the Company Group’s executive officers.

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(vii) The date of termination of employment without Cause shall be the date specified in a written notice of termination to the Executive. The date of resignation for Good Reason shall be the date specified in a written notice of resignation from the Executive to the Company; provided, however, that no such written notice shall be effective unless the cure period specified in Section 6(c)(v) above has expired without the Company Group having corrected the event or events subject to cure.

(d) Disability; Death.

(i) If, as a result of the Executive’s incapacity due to physical or mental illness (such incapacity being determined by the Board in its reasonable discretion), the Executive shall have been absent from his full-time duties as described hereunder for the entire period of six consecutive months (“Disability”), the Executive’s employment shall terminate at the end of the six-month period.

(ii) Upon a termination pursuant to this Section 6(d) as a result of Disability or as a result of the Executive’s death, the Executive (or his estate or beneficiary, as applicable) shall be entitled to receive:

(1) the Termination Amount, and

(2) an amount equal to the pro rata portion of the Bonus for the year in which the termination occurs, calculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of termination and the denominator of which is 365.

(iii) If the Executive’s employment is terminated pursuant to this Section 6(d) as a result of his Disability, then subject to Section 6(e), the pro rata Bonus shall be paid in a lump sum on the first business day of the third calendar month following the calendar month in which termination pursuant to this Section 6(d) is effective.

(iv) If the Executive’s employment is terminated as of result of his death, the pro rata Bonus shall be paid within 30 days after the date of the Executive’s death.

(v) Except to the extent required by the terms of any applicable compensation or benefit plan or program or otherwise required by applicable law, the Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement after such termination.

(e) Section 409A Compliance.

(i) If, at the time of the Executive’s termination or resignation with the Company Group, the Executive is a Specified Employee (as defined below), then the Severance Amount, the pro rata Bonus contemplated by Section 6(d) and any other amounts payable under this Agreement that the Company determines constitutes deferred compensation within the meaning of Section 409A of the Code and which

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are subject to the six-month delay required by Treas. Reg. Section 1.409A-1(c)(3)(v), shall be delayed and not paid to the Executive until the first business day following the six-month anniversary of the Executive’s date of termination or resignation (the “Short-Term Deferral Date”), at which time such delayed amounts will be paid to the Executive in a cash lump sum (the “Catch-Up Amount”).

(ii) If payment of an amount is delayed as a result of this Section 6(e), such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Executive but for this Section 6(e) to the day prior to the date the Catch-Up Amount is paid. The rate of interest shall be the applicable short-term federal rate applicable under Section 7872(f)(2)(A) of the Code for the month in which the date of the Executive’s termination or resignation occurs. Such interest shall be paid at the same time that the Catch-Up Amount is paid.

(iii) If the Executive dies on or after the date of the Executive’s termination or resignation and prior to the Short-Term Deferral Date, any amount delayed pursuant to this Section 6(e) shall be paid to the Executive’s estate or beneficiary, as applicable, together with interest, within 30 days following the date of the Executive’s death.

(iv) “Specified Employee” has the meaning set forth in Section 409A(a)(2)(B)(i) of the Code. The determination of whether the Executive constitutes a Specified Employee on the date of his termination or resignation shall be made in accordance with the Company’s established methodology for determining Specified Employees.

(v) “Separation from Service” means a “separation from service” from the Company Group within the meaning of the default rules under the final regulations issued pursuant to Section 409A of the Code.

(vi) The provisions of this Section 6(e) shall apply notwithstanding any provision of this Agreement related to the timing of payments following the Executive’s termination or resignation. For purposes of applying the provisions of Section 409A of the Code to this Agreement, each separately identifiable amount to which the Executive is entitled under this Agreement shall be treated as a separate payment.

7. CHANGE IN CONTROL.

(a) If a Change in Control of the Company (as defined below) shall become effective during the Term, the Term shall automatically be deemed to end on the later of (i) the End Date (as defined in Section 2) or (ii) the second anniversary of the effective date of such Change in Control.

(b) A “Change in Control” shall be deemed to have occurred when:

(i) any person other than Steven E. Bernstein is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then-outstanding securities; or

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(ii) during any 24-month period, individuals who, as of the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute a majority of the Board; provided that any new director subsequent to the beginning of such period (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least a majority of the Incumbent Directors shall be an Incumbent Director; or

(iii) there is consummated a merger or consolidation of the Company, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary, at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates other than in connection with the securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 50% or more of the combined voting power of the Company’s then outstanding securities; or

(iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

8. SECTION 4999 EXCISE TAX LIMITATION.

(a) In the event that it shall be determined that (X) any amount or benefit paid, distributed or otherwise provided to the Executive by the Company Group, whether pursuant to this Agreement or otherwise (collectively, the “Covered Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and (Y) the reduction of the amounts payable to the Executive under this Agreement or with respect to stock options and equity awards to the maximum amount that could be paid to the Executive without

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giving rise to the Excise Tax (the “Safe Harbor Cap”) would provide the Executive with a greater after-tax amount than if such amounts were not reduced, then, subject to the further limitations set forth herein, the Covered Payments shall be reduced (but not below zero) to the Safe Harbor Cap. The reductions, if applicable, shall be made to the extent necessary in the following order: (i) the acceleration of vesting of stock options and other equity awards with an exercise price that exceeds the then fair market value of the stock subject to the award; (ii) the payments under Section 6(c)(i)(1)(A) hereof; (iii) the payments under Section 6(c)(i)(1)(B) hereof; (iv) the continuation of benefits under Section 6(c)(i)(2) hereof; and (v) the acceleration of vesting of all other stock options and equity awards. For purposes of reducing the Covered Payments to the Safe Harbor Cap, only amounts payable under this Agreement and with respect to stock options and equity awards (and no other Covered Payments) shall be reduced. If the reduction would not result in a greater after-tax result to the Executive, no amounts payable under this Agreement or with respect to stock options and equity awards shall be reduced pursuant to this provision.

(b) A nationally recognized firm of independent accountants, selected by the Company after consultation with the Executive, shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. Such accounting firm shall apply the provisions of this Section 8 in a reasonable manner and in good faith in accordance with then prevailing practices in the interpretation and application of Section 4999 of the Code. For purposes of applying the provisions of this Section 8, the Company shall be entitled to rely on the written advice of legal counsel or such accounting firm as to whether one or more Covered Payments constitute “parachute payments” under Section 4999 of the Code.

(c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within 30 calendar days after the date that such accounting firm has been engaged to make such determinations or such other time as requested by the Company or the Executive. If payments are reduced to the Safe Harbor Cap or the accounting firm determines that no Excise Tax is payable by the Executive without a reduction in Covered Payments, it shall furnish the Company and the Executive with an opinion to such effect, that the Executive is not required to report any Excise Tax on the Executive’s federal income tax return, and that the failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Company and the Executive.

9. PROTECTION OF THE COMPANY GROUP’S INTERESTS.

(a) No Competing Employment. For so long as the Executive is employed by the Company Group, and (i) during a period of two years after his employment with the Company Group has been terminated by reason of termination without Cause or resignation for Good Reason in which the Applicable Multiple is two, or (ii) during a period of one year after his employment with the Company Group has been terminated in all other circumstances (such period of employment and applicable post-employment period hereinafter referred to as the “Restricted Period”), the Executive shall not, without the prior written consent of the Board, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render

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financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity that competes with the business of the Company Group by providing any goods or services provided or under development by the Company Group at the effective date of the Executive’s termination of employment (the “Business”); provided, however, that this Section 9(a) shall not proscribe the Executive’s ownership, either directly or indirectly, of less than one percent of any class of securities which are regularly traded on a national securities exchange or interdealer quotation system.

(b) No Interference. During the Restricted Period, the Executive shall not, directly or indirectly, whether for his own account or for the account of any other individual, partnership, firm, corporation or other business organization (other than the Company Group), (i) solicit, or endeavor to entice away from the Company Group, or otherwise interfere with the relationship of the Company Group with, any person or entity who is, or was within the then most recent 12 month period, (A) employed by, or otherwise engaged to perform services for, the Company Group, or (B) a customer or client of the Company Group, (ii) assist or encourage any other person in carrying out, directly or indirectly, any activity that would be prohibited by the provisions of this Section 9(b) if such activity were carried out by the Executive, and, in particular, the Executive agrees that he will not, directly or indirectly, induce any employee of the Company Group to carry out any such activity, or (iii) otherwise interfere with the business of the Company Group.

(c) Non-Disparagement. For so long as the Executive is employed by the Company Group, and at all times thereafter, the Executive shall not intentionally make any public statement, or publicly release any information, that disparages or defames the Company Group, or any of its officers and directors, and shall not intentionally cause or encourage any other person to make any such statement or publicly release any such information.

(d) Confidentiality. The Executive understands and acknowledges that, in the course of his employment, he has had and will continue to have access to and will learn confidential information regarding the Company Group that concerns the technological innovations, operations and methodologies of the Company Group, including, without limitation, business plans, financial information, protocols, proposals, manuals, procedures and guidelines, computer source codes, programs, software, know-how and specifications, inventions, copyrights, trade secrets, market information, Developments (as hereinafter defined), data and customer information (collectively, “Proprietary Information”). The Executive recognizes that the use or disclosure of Proprietary Information could cause the Company Group substantial loss and damages, which could not be readily calculated, and for which no remedy at law would be adequate. Accordingly, the Executive agrees that for so long as he is employed by the Company Group, and at all times thereafter, he shall keep confidential and shall not, directly or indirectly, disclose any such Proprietary Information to any third party, except as required to fulfill his duties in connection with his employment by the Company Group, and shall not misuse, misappropriate or exploit such Proprietary Information in any way. The restrictions contained herein shall not apply to any information that the Executive can demonstrate (i) was already available to the public at the time of disclosure, or subsequently became available to the public, otherwise than by breach of this Agreement or (ii) was the subject of a court order to disclose.

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“Developments” shall mean all data, discoveries, findings, reports, designs, inventions, improvements, methods, practices, techniques, developments, programs, concepts and ideas, whether or not patentable, and works of authorship relating to the present or planned activities, or the products and services of the Company Group.

(e) Exclusive Property. The Executive confirms that all Proprietary Information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by him relating to the business of the Company Group shall be and remain the property of the Company Group. Upon the termination of the Executive’s employment with the Company Group or upon the request of the Company Group at any time, he shall promptly deliver to the Company Group, and shall not, without the consent of the Company, retain copies of any written materials not previously made available to the public, or records and documents made by the Executive or coming into his possession concerning the business or affairs of the Company Group; provided, however, that subsequent to any such termination, the Company Group shall provide the Executive with copies (the cost of which shall be borne by the Executive) of any documents that are requested by the Executive and that he has determined in good faith are (i) required to establish a defense to a claim that the Executive has not complied with his duties hereunder or (ii) necessary to the Executive in order to comply with applicable law.

(f) Assignment of Developments. During the Executive’s employment, all Developments that are at any time made, reduced to practice, conceived or suggested by him, whether acting alone or in conjunction with others, shall be the sole and absolute property of the Company Group, free of any reserved or other rights of any kind on his part, and the Executive hereby irrevocably assigns, conveys and transfers any and all right, title and interest that he may have in such Developments to the Company Group. If such Developments were made, reduced to practice, conceived or suggested by the Executive during or as a result of his employment relationship with the Company Group, the Executive shall promptly make full disclosure of any such Developments to the Company Group and, at the Company Group’s cost and expense, do all acts and things (including, among others, the execution and delivery under oath of patent and copyright applications and instruments of assignment) deemed by the Company Group to be necessary or desirable at any time in order to effect the full assignment to the Company Group of his right, title and interest, if any, to such Developments. The Executive acknowledges and agrees that any invention, concept, design or discovery that concretely relates to or is associated with the Executive’s work for the Company Group that is described in a patent application or is disclosed to a third party, directly or indirectly, by the Executive during the Restricted Period shall be the property of and owned by the Company Group, and such disclosure by patent application (except by way of a patent application filed by any member of the Company Group) or otherwise shall constitute a breach of this Section 9.

(g) Injunctive Relief. Without intending to limit the remedies available to the Company Group, the Executive acknowledges that a breach of any of the covenants contained in this Section 9 may result in material irreparable injury to the Company Group or any of its members for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by this

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Section 9 or such other relief as may be required to specifically enforce any of the covenants in this Section 9, without the Company being required to show any actual damage or to post an injunction bond.

(h) Enforceability. Should any of the time periods or the geographic area set forth in this Section 9 be held to be unreasonable by any court of competent subject matter jurisdiction, the parties hereto agree to petition such court to reduce the time period or geographic area to the maximum time period or geographic area, as applicable, permitted by governing law.

(i) Periods Following the Term. Other than the provisions of Section 9(a), the provisions of this Section 9 shall continue in effect in accordance with the provisions hereof following the expiration of the Term, including, without limitation, during any period that the Executive remains an employee-at-will of the Company.

(j) Reciprocity of Obligations. Notwithstanding anything to the contrary in this Agreement, in the event the Company is obligated to pay the Severance Amount under Section 6(c) of this Agreement, the Executive’s obligations under Section 9(a) of this Agreement shall be conditioned upon payment of the Severance Amount in the manner contemplated by Section 6(c); provided, however, that, without limiting any other remedies available to the Company, in the event of the Executive’s breach of Section 9(a), (b), (c) or (d) of this Agreement, the Company shall cease to have any obligation as of the date of such breach to make any payments under Section 6(c) of this Agreement; provided further, that the Executive’s obligations under Section 9(a) shall apply if the Company does not pay the Severance Amount to the Executive as a result of the failure of the Executive to deliver the release contemplated by Section 6(c)(iii) or the failure of such release to become effective in accordance with its terms as a result of the Executive having exercised any right of rescission or revocation applicable to such release. The party alleging a breach described in this Section 9(j) shall provide prompt written notice of such breach to the other party hereto, and the party receiving such notice shall have 10 days from the date of delivery of such notice (as determined in accordance with Section 11 hereof) to cure such breach to the reasonable satisfaction of the party delivering such notice. The party delivering the notice shall not be released of its obligations hereunder unless the 10-day cure period shall have expired without the alleged breach having been cured in the manner described in the previous sentence.

10. AMENDMENTS. The provisions of this Agreement may not be amended, supplemented, waived or changed orally, but only by a writing signed by the party as to whom enforcement of any such amendment, supplement, waiver or modification is sought and making specific reference to this Agreement. Notwithstanding the preceding sentence, the Company may, without the Executive’s consent, amend any provision of this Agreement to the extent it deems such action necessary or advisable to avoid the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code, and any such amendment shall not be a basis for a resignation by the Executive for Good Reason; provided, however, that any such amendment or modification shall, to the maximum extent the Company, reasonably and in good faith determines to be possible, retain the economic and tax benefits to the Executive hereunder while not materially increasing the cost to the Company Group of providing such benefits to the Executive. Any determinations of the Company pursuant to this Section 10 shall be final, conclusive and binding on all persons.

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11. NOTICE. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing (including electronic transmission) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, electronically transmitted, or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt requested, addressed to:

If to the Executive:

To the address of the Executive as reflected on the books and records of the Company

If to the Company:

SBA COMMUNICATIONS CORPORATION

5900 Broken Sound Parkway N.W.

Boca Raton, Florida 33487

Attn: President

With a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

Attn: Kenneth J. Laverriere

or to such other address as any party may designate by notice complying with the provisions of this Section 11. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery; (b) on the date of transmission with confirmed answer back if by electronic transmission; and (c) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.

12. ASSIGNMENTS. No party shall assign his or its rights and/or obligations under this Agreement without the prior written consent of each other party to this Agreement. The Company will require a successor to all or substantially all of the business or assets of the Company to assume expressly and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such succession had taken place.

13. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding upon any party so confirming.

14. ARBITRATION. Any controversy or claim arising out of or relating to this contract shall be determined by arbitration in accordance with the then-existing Commercial

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Rules of the American Arbitration Association. The place of arbitration shall be Palm Beach County, Florida. There shall be one arbitrator, to be selected jointly by the Company and the Executive; provided, however, if the Company and the Executive cannot agree, the arbitrator shall be appointed by the American Arbitration Association. The Company shall initially pay the fees of the arbitrator, provided that the prevailing party shall be entitled to recover reasonable attorneys’ fees, sales and use taxes, costs (including the arbitrator’s fees) and all expenses even if not taxable as court costs, incurred in the arbitration proceeding or any legal proceeding to enforce any award granted thereunder, in addition to any other relief to which such party or parties may be entitled. The parties hereby agree to waive their right to have any dispute between them resolved in a court of law by a judge or jury; provided, however, that this Section 14 will not prevent the Company Group from seeking equitable or injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter hereof relating to a breach or violation or threatened breach or violation of the Executive’s obligations under Section 9 hereof; provided further that this Section 14 will not prevent either party from enforcing any arbitration award granted hereunder in any court having jurisdiction over the parties.

15. SEVERABILITY. If any provision of this Agreement or any other agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible. If any provision of this Agreement may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable.

16. ENTIRE AGREEMENT. This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and between such parties, including the Current Agreement; provided, however, that nothing in this Agreement shall be construed to modify any existing equity award granted to the Executive by the Company prior to the Effective Date.

17. GOVERNING LAW. This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida applicable to contracts executed and performed entirely in such state.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

SBA COMMUNICATIONS CORPORATION
By:	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	President and Chief Executive Officer
	/s/ Thomas P. Hunt
	Thomas P. Hunt

EX-10.85(B)

Exhibit 10.85B

EXECUTION COPY

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), between SBA COMMUNICATIONS CORPORATION, a Florida corporation (the “Company”), and BRENDAN T. CAVANAGH (the “Executive”), is made and entered into as of July 30, 2012 (the “Effective Date”).

W I T N E S S E T H :

WHEREAS, the Company and its subsidiaries (collectively, the “Company Group”) engage in the business of developing, leasing and maintaining wireless telecommunications tower sites and other related businesses;

WHEREAS, the Company and the Executive have previously entered into an Employment Agreement, amended and restated effective as of October 28, 2009, and expiring by its terms on December 31, 2012 (the “Current Agreement”);

WHEREAS, the Current Agreement will expire by its terms on December 31, 2012 without any obligation of either party thereto to renew or extend such Agreement and without any obligation of the Company Group to pay severance or other amounts in connection with such expiration; and

WHEREAS, the Company and the Executive intend to provide for the continued employment of the Executive by the Company Group as of the Effective Date on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, it is hereby agreed by and between the parties as follows:

1. EMPLOYMENT. The Company hereby agrees to employ the Executive and the Executive hereby agrees to be employed by the Company on the terms and conditions set forth herein.

2. TERM. The term (the “Term”) of employment of the Executive by the Company Group shall commence as of the Effective Date and, subject to Section 7(a), shall end December 31, 2015 (the “End Date”), unless sooner terminated as hereinafter provided. If the Executive continues in the employment of the Company Group following the expiration of the Term, the Executive’s employment with the Company Group shall be at will, unless and until the parties negotiate and sign a new employment agreement regarding such future employment. Neither party shall be under any obligation or duty to sign or negotiate any such new employment agreement.

3. POSITION AND DUTIES.

(a) The Executive shall serve as the Senior Vice President and Chief Financial Officer of the Company. The Executive shall generally perform the duties of a Senior Vice President and Chief Financial Officer for the Company and shall have such specific responsibilities, duties and authorities as shall from time to time be assigned by the President, Chief Executive Officer, or Board of Directors of the Company (the “Board”).

(b) The Executive shall also serve, for no additional consideration, in such other positions in the Company Group as determined from time to time by the Board and shall have such specific responsibilities, duties and authorities with respect to such positions as shall from time to time be assigned by the President, Chief Executive Officer, or the Board.

(c) The Executive shall devote all his working time and efforts to the business and affairs of the Company Group.

4. COMPENSATION AND RELATED MATTERS.

(a) Salary. During the Term, the Executive shall be paid an annual salary at the rate in effect immediately prior to the Effective Date, which amount may be increased but not decreased by the Board (the “Base Salary”). The Company shall pay the Executive the Base Salary in accordance with its regular payroll practices as in effect from time to time. Compensation of the Executive by payments of Base Salary shall not be deemed exclusive and shall not prevent the Executive from participating in any other compensation or benefit plan of the Company Group, subject to the eligibility requirements and other terms of such plan.

(b) Annual Bonus. In addition to the Base Salary, the Executive shall be eligible to earn for each calendar year ending during the Term an annual incentive bonus (the “Bonus”) based on the achievement of one or more performance goals, targets, measurements and other factors (collectively, the “Performance Goals”) established for such year by the Compensation Committee of the Board (the “Committee”). The Executive’s target annual bonus (the “Target Bonus”) and the applicable Performance Goals will be established by the Committee within 90 days of the first day of the year to which such Bonus relates; provided, however, that the minimum Target Bonus for each full year of service shall be 100% of the annual rate of Base Salary in effect at the start of such year (the “Minimum Target Bonus”). Payment of the Executive’s Bonus for any year will be based upon the achievement of the Performance Goals established by the Committee for that year (including, without limitation, the exercise of the Committee’s negative discretion in accordance with its past practices with respect to the Performance Goals and related payment schedule established by the Committee for such Performance Goals). The actual bonus paid may be higher or lower than the Target Bonus for over- or under-achievement of the Performance Goals (including, without limitation, as a result of the exercise by the Committee of negative discretion in accordance with its past practices with respect to the Performance Goals and related payment schedule established by the Committee for such Performance Goals), as determined by the Committee. Subject to Section 6 hereof, a Bonus, if any, shall be payable in accordance with the Company’s customary bonus payment practices, but in no event later than March 15th of the succeeding calendar year.

(c) Expenses. During the Term, the Executive shall be entitled to receive payment or reimbursement for all reasonable expenses incurred by the Executive in performing services hereunder, including all expenses of travel and living expenses while away from home on business or at the request of and in the service of the Company Group, cell phone expenses and dues and seminar fees; provided that such expenses are incurred and accounted for in

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accordance with the policies and procedures then established by the Company Group from time to time; provided further that reimbursement shall be made as soon as practicable after a request for reimbursement is received by the Company Group in accordance with the Company’s customary expense reimbursement practices, but in no event later than the last day of the calendar year next following the calendar year in which the expense is incurred.

(d) Other Benefits. The Executive shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company Group in the future to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements, which benefits shall include disability insurance for as long as the Company Group generally provides disability insurance to its officers. Any payments, bonuses or benefits payable to the Executive hereunder in respect of any calendar year during which the Executive is employed by the Company Group for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which the Executive is so employed.

(e) Group or Family Medical Coverage. During the Term, the Company shall provide group or family medical insurance coverage to the Executive and his dependents under a plan for employees of the Company Group, and such plan shall include reasonable coverage for medical, hospital, surgical and major medical expenses and shall be subject to such deductibles as applicable to other Company Group employees.

5. WITHHOLDING. Both the Executive and the Company agree that all amounts paid pursuant to this Agreement shall be subject to all applicable federal, state, local and foreign withholding requirements.

6. TERMINATION. Subject to the provisions set forth in this Section 6, the Company Group shall have the right to terminate the Executive’s employment hereunder, and the Executive shall have the right to resign his employment with the Company Group, at any time for any reason or for no stated reason. For purposes of this Agreement, the terms “terminate,” “terminated,” “termination” and “resignation” mean a termination of the Executive’s employment that constitutes a Separation from Service (as defined in Section 6(e)(v) hereof).

(a) General. Upon a termination of the Executive’s employment for any reason, he shall be entitled to receive the following amounts (collectively, the “Termination Amount”) on the next regularly scheduled payroll date after the date of the Executive’s termination of employment: (i) any accrued and unpaid Base Salary for services performed up to and including the date of his termination or resignation, as applicable, (ii) a cash payment (calculated on the basis of his Base Salary then in effect) for all unused vacation days that the Executive may have accrued as of his date of termination (subject to the terms of the Company’s then applicable vacation policies), and (iii) any unpaid reimbursement for business expenses the Executive is entitled to receive under Section 4(c) hereof.

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(b) Termination for Cause; Resignation Without Good Reason.

(i) If, prior to the expiration of the Term, the Executive’s employment with the Company Group is terminated by the Company Group for Cause (as defined below) or if the Executive resigns without Good Reason (as defined below), he shall be entitled to receive the Termination Amount. Except to the extent required by the terms of any applicable compensation or benefit plan or program or otherwise required by applicable law, the Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement after such termination or resignation of employment with respect to the year of such termination or resignation and later years.

(ii) “Cause” means the occurrence of any of the following events:

(1) the Executive’s willful, material violation of any law or regulation applicable to the business of the Company Group;

(2) the Executive’s conviction of, or plea of guilty or “no contest” to, a felony;

(3) any willful perpetration by the Executive of an act involving moral turpitude or common law fraud, whether or not related to his activities on behalf of the Company Group;

(4) any act of gross negligence by the Executive in the performance of his duties as an employee of the Company Group;

(5) any material violation by the Executive of the Company’s Code of Ethics, as in effect from time to time;

(6) the willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him as an employee of the Company Group;

(7) the indictment for any crime, whether a felony or misdemeanor, involving the purchase or sale of any security, mail or wire fraud, theft, embezzlement, moral turpitude, or Company Group property where such indictment has a material adverse impact on the Executive’s ability to perform his duties under this Agreement;

(8) any willful misconduct by the Executive that is materially injurious to the financial condition, business, or reputation of, or is otherwise materially injurious to, any member of the Company Group; or

(9) any breach by the Executive of Section 9(a), (b), (c) or (d) of this Agreement.

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(iii) Termination of the Executive’s employment for Cause shall be communicated by delivery to the Executive of a written notice from the Board stating that the Executive will be terminated for Cause, specifying the particulars thereof and the effective date of such termination; provided, however, that upon receipt of such notice, the Executive shall have (1) an opportunity to cure the matter constituting Cause within 30 days following the Executive’s receipt of such notice (provided that the event constituting Cause is then susceptible to cure) and (2) an opportunity, together with his counsel, to be heard by the Board. The date of the Executive’s termination for Cause shall be the date of termination specified by the resolution of the Board; provided, however, that such termination shall not become effective until no earlier than the date of the meeting of the Board described in clause (2) of the preceding sentence. The date of a resignation by the Executive shall be the date specified in a written notice of resignation to the Company. The Executive shall provide at least 30 days’ advance written notice of resignation without Good Reason; provided, however, that the Company Group, in its sole discretion, may waive the notice requirement in whole or in part.

(c) Termination Without Cause; Resignation for Good Reason.

(i) If, prior to the expiration of the Term, the Executive’s employment with the Company Group is terminated by the Company Group without Cause or if the Executive resigns from his employment hereunder for Good Reason, then, in addition to the Termination Amount, the Executive shall be entitled to receive:

(1) an amount equal to the sum of the following amounts (collectively, the “Severance Amount”):

(A) an amount equal to the pro rata portion of the Bonus for the year in which the termination or resignation occurs, calculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of such termination or resignation and the denominator of which is 365; plus

(B) an amount equal to the Applicable Multiple (as defined below) multiplied by the sum of: (i) the Base Salary in effect for the year of termination or resignation and (ii) the Minimum Target Bonus; and

(2) continuation of applicable medical, dental and life insurance benefits (based on the coverage in effect for the Executive and his dependents at the time of such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by the Company Group), from the date of termination or resignation until the earlier to occur of (A) the Applicable Multiple of years from the date of termination or (B) the date the Executive becomes eligible for comparable benefits provided by a third party (in either case, the “Continuation Period”); provided, however, that the continuation of such benefits shall be subject to the respective terms of the applicable plan, as

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in effect from time to time, and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following the calendar year in which such expenses are incurred.

For purposes of this Section 6(c), “Applicable Multiple” means (i) one, in the event termination or resignation occurs prior to a Change in Control of the Company (as defined in Section 7(b)); and (ii) two, in the event termination or resignation occurs on or after a Change in Control of the Company. Notwithstanding the foregoing, if within six months prior to the date on which a Change in Control occurs, the Executive’s employment with the Company Group is terminated by the Company without Cause or by the Executive for Good Reason, and it is reasonably demonstrated that such termination of employment or Good Reason event was in contemplation of the Change in Control, then the Applicable Multiple shall be two, but the Severance Amount payable as a result of such revised calculation shall be reduced by any Severance Amount previously paid to the Executive under this Section 6(c) by the Company Group as a result of such termination or resignation of employment.

(ii) Subject to the compliance rules set forth in Section 6(e), the Severance Amount shall be paid in a lump sum on the first business day of the third calendar month following the calendar month in which termination by the Company without Cause or resignation by the Executive for Good Reason is effective (or, in the event of the Executive’s death after the date of the Executive’s termination or resignation but prior to the date of payment, to the Executive’s estate or beneficiary, as applicable, together with interest, within 30 days following the date of the Executive’s death).

(iii) The payment of the Severance Amount and the continuation of benefits, pursuant to this Section 6(c), shall be contingent upon the Executive executing a full release and waiver of claims against the Company Group (which release and waiver of claims, once executed and irrevocable, shall not apply to the Company’s obligation to pay the Severance Amount and continue benefits hereunder), in a form approved by the Board, that becomes irrevocable not later than the last day of the second calendar month following the calendar month in which the Executive’s termination or resignation becomes effective in accordance with this Section 6(c). If the Executive fails to execute a full release and waiver of claims against the Company Group that becomes irrevocable on or before the last day of the second calendar month following the calendar month in which the Executive’s termination or resignation becomes effective, the Company Group’s obligations under this Section 6(c) shall terminate and the Executive shall not be entitled to further payment of the Severance Amount or the continuation of benefits.

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(iv) “Good Reason” means the occurrence of any of the following events:

(1) the Executive’s position, title, duties, and reporting responsibilities with the Company in effect on the Effective Date become less favorable in any material respect; provided, however, Good Reason shall not be deemed to occur under this clause (1) if the following three conditions are satisfied: (A) the diminution in the Executive’s position, duties or reporting responsibilities is solely and directly a result of the Company no longer being a publicly-traded company; (B) the event resulting in the Company no longer being a publicly-traded entity is a leveraged buyout, acquisition by a private equity fund and/or other similar “going private” transaction and is not as a result of the acquisition of the Company or the business of the Company Group by another operating company or parent or subsidiary thereof; and (C) the Executive continues to hold the same position and title with the Company and no other act or omission has then occurred that would constitute an event of Good Reason under this definition;

(2) (A) a reduction in, or a change in the form of, either the Base Salary or Minimum Target Bonus or (B) a reduction in the aggregate amount of the material benefits provided to the Executive, as of the Effective Date, other than an across-the-board reduction applicable to all senior executive officers of the Company Group; or

(3) the relocation, without the Executive’s consent, of the Executive’s principal place of business to a location that is more than 60 miles from the Executive’s primary business location on the Effective Date or, if applicable, from a subsequent primary business location agreed to by the Executive.

(v) In order to constitute Good Reason, (1) the Executive must provide written notification of his intention to resign within 30 days after the Executive knows or has reason to know of the occurrence of any such event, (2) such event or condition is not corrected, in all material respects, by the Company Group within 20 days of its receipt of such notice, and (3) the Executive resigns his employment with the Company Group not more than 30 days following the expiration of the 20-day period described in the foregoing clause (2).

(vi) Notwithstanding the previous provisions of this Section 6(c), it shall not be an event of Good Reason under this Agreement for the Company Group (1) to adopt (or subsequently amend) one or more claw-back, mandatory deferral or other risk management policies related to the Company Group’s incentive compensation plans or arrangements or (2) to adopt (or subsequently amend) stock ownership guidelines related to the Company’s common stock or (3) to subject the compensation payable to the Executive under this Agreement to these policies or guidelines; provided that, except as otherwise required by law, such policies are generally applicable to the Company Group’s executive officers.

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(vii) The date of termination of employment without Cause shall be the date specified in a written notice of termination to the Executive. The date of resignation for Good Reason shall be the date specified in a written notice of resignation from the Executive to the Company; provided, however, that no such written notice shall be effective unless the cure period specified in Section 6(c)(v) above has expired without the Company Group having corrected the event or events subject to cure.

(d) Disability; Death.

(i) If, as a result of the Executive’s incapacity due to physical or mental illness (such incapacity being determined by the Board in its reasonable discretion), the Executive shall have been absent from his full-time duties as described hereunder for the entire period of six consecutive months (“Disability”), the Executive’s employment shall terminate at the end of the six-month period.

(ii) Upon a termination pursuant to this Section 6(d) as a result of Disability or as a result of the Executive’s death, the Executive (or his estate or beneficiary, as applicable) shall be entitled to receive:

(1) the Termination Amount, and

(2) an amount equal to the pro rata portion of the Bonus for the year in which the termination occurs, calculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of termination and the denominator of which is 365.

(iii) If the Executive’s employment is terminated pursuant to this Section 6(d) as a result of his Disability, then subject to Section 6(e), the pro rata Bonus shall be paid in a lump sum on the first business day of the third calendar month following the calendar month in which termination pursuant to this Section 6(d) is effective.

(iv) If the Executive’s employment is terminated as of result of his death, the pro rata Bonus shall be paid within 30 days after the date of the Executive’s death.

(v) Except to the extent required by the terms of any applicable compensation or benefit plan or program or otherwise required by applicable law, the Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement after such termination.

(e) Section 409A Compliance.

(i) If, at the time of the Executive’s termination or resignation with the Company Group, the Executive is a Specified Employee (as defined below), then the Severance Amount, the pro rata Bonus contemplated by Section 6(d) and any other amounts payable under this Agreement that the Company determines constitutes deferred compensation within the meaning of Section 409A of the Code and which

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are subject to the six-month delay required by Treas. Reg. Section 1.409A-1(c)(3)(v), shall be delayed and not paid to the Executive until the first business day following the six-month anniversary of the Executive’s date of termination or resignation (the “Short-Term Deferral Date”), at which time such delayed amounts will be paid to the Executive in a cash lump sum (the “Catch-Up Amount”).

(ii) If payment of an amount is delayed as a result of this Section 6(e), such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Executive but for this Section 6(e) to the day prior to the date the Catch-Up Amount is paid. The rate of interest shall be the applicable short-term federal rate applicable under Section 7872(f)(2)(A) of the Code for the month in which the date of the Executive’s termination or resignation occurs. Such interest shall be paid at the same time that the Catch-Up Amount is paid.

(iii) If the Executive dies on or after the date of the Executive’s termination or resignation and prior to the Short-Term Deferral Date, any amount delayed pursuant to this Section 6(e) shall be paid to the Executive’s estate or beneficiary, as applicable, together with interest, within 30 days following the date of the Executive’s death.

(iv) “Specified Employee” has the meaning set forth in Section 409A(a)(2)(B)(i) of the Code. The determination of whether the Executive constitutes a Specified Employee on the date of his termination or resignation shall be made in accordance with the Company’s established methodology for determining Specified Employees.

(v) “Separation from Service” means a “separation from service” from the Company Group within the meaning of the default rules under the final regulations issued pursuant to Section 409A of the Code.

(vi) The provisions of this Section 6(e) shall apply notwithstanding any provision of this Agreement related to the timing of payments following the Executive’s termination or resignation. For purposes of applying the provisions of Section 409A of the Code to this Agreement, each separately identifiable amount to which the Executive is entitled under this Agreement shall be treated as a separate payment.

7. CHANGE IN CONTROL.

(a) If a Change in Control of the Company (as defined below) shall become effective during the Term, the Term shall automatically be deemed to end on the later of (i) the End Date (as defined in Section 2) or (ii) the second anniversary of the effective date of such Change in Control.

(b) A “Change in Control” shall be deemed to have occurred when:

(i) any person other than Steven E. Bernstein is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then-outstanding securities; or

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(ii) during any 24-month period, individuals who, as of the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute a majority of the Board; provided that any new director subsequent to the beginning of such period (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least a majority of the Incumbent Directors shall be an Incumbent Director; or

(iii) there is consummated a merger or consolidation of the Company, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary, at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates other than in connection with the securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 50% or more of the combined voting power of the Company’s then outstanding securities; or

(iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

8. SECTION 4999 EXCISE TAX LIMITATION.

(a) In the event that it shall be determined that (X) any amount or benefit paid, distributed or otherwise provided to the Executive by the Company Group, whether pursuant to this Agreement or otherwise (collectively, the “Covered Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and (Y) the reduction of the amounts payable to the Executive under this Agreement or with respect to stock options and equity awards to the maximum amount that could be paid to the Executive without

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giving rise to the Excise Tax (the “Safe Harbor Cap”) would provide the Executive with a greater after-tax amount than if such amounts were not reduced, then, subject to the further limitations set forth herein, the Covered Payments shall be reduced (but not below zero) to the Safe Harbor Cap. The reductions, if applicable, shall be made to the extent necessary in the following order: (i) the acceleration of vesting of stock options and other equity awards with an exercise price that exceeds the then fair market value of the stock subject to the award; (ii) the payments under Section 6(c)(i)(1)(A) hereof; (iii) the payments under Section 6(c)(i)(1)(B) hereof; (iv) the continuation of benefits under Section 6(c)(i)(2) hereof; and (v) the acceleration of vesting of all other stock options and equity awards. For purposes of reducing the Covered Payments to the Safe Harbor Cap, only amounts payable under this Agreement and with respect to stock options and equity awards (and no other Covered Payments) shall be reduced. If the reduction would not result in a greater after-tax result to the Executive, no amounts payable under this Agreement or with respect to stock options and equity awards shall be reduced pursuant to this provision.

(b) A nationally recognized firm of independent accountants, selected by the Company after consultation with the Executive, shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. Such accounting firm shall apply the provisions of this Section 8 in a reasonable manner and in good faith in accordance with then prevailing practices in the interpretation and application of Section 4999 of the Code. For purposes of applying the provisions of this Section 8, the Company shall be entitled to rely on the written advice of legal counsel or such accounting firm as to whether one or more Covered Payments constitute “parachute payments” under Section 4999 of the Code.

(c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within 30 calendar days after the date that such accounting firm has been engaged to make such determinations or such other time as requested by the Company or the Executive. If payments are reduced to the Safe Harbor Cap or the accounting firm determines that no Excise Tax is payable by the Executive without a reduction in Covered Payments, it shall furnish the Company and the Executive with an opinion to such effect, that the Executive is not required to report any Excise Tax on the Executive’s federal income tax return, and that the failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Company and the Executive.

9. PROTECTION OF THE COMPANY GROUP’S INTERESTS.

(a) No Competing Employment. For so long as the Executive is employed by the Company Group, and (i) during a period of two years after his employment with the Company Group has been terminated by reason of termination without Cause or resignation for Good Reason in which the Applicable Multiple is two, or (ii) during a period of one year after his employment with the Company Group has been terminated in all other circumstances (such period of employment and applicable post-employment period hereinafter referred to as the “Restricted Period”), the Executive shall not, without the prior written consent of the Board, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render

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financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity that competes with the business of the Company Group by providing any goods or services provided or under development by the Company Group at the effective date of the Executive’s termination of employment (the “Business”); provided, however, that this Section 9(a) shall not proscribe the Executive’s ownership, either directly or indirectly, of less than one percent of any class of securities which are regularly traded on a national securities exchange or interdealer quotation system.

(b) No Interference. During the Restricted Period, the Executive shall not, directly or indirectly, whether for his own account or for the account of any other individual, partnership, firm, corporation or other business organization (other than the Company Group), (i) solicit, or endeavor to entice away from the Company Group, or otherwise interfere with the relationship of the Company Group with, any person or entity who is, or was within the then most recent 12 month period, (A) employed by, or otherwise engaged to perform services for, the Company Group, or (B) a customer or client of the Company Group, (ii) assist or encourage any other person in carrying out, directly or indirectly, any activity that would be prohibited by the provisions of this Section 9(b) if such activity were carried out by the Executive, and, in particular, the Executive agrees that he will not, directly or indirectly, induce any employee of the Company Group to carry out any such activity, or (iii) otherwise interfere with the business of the Company Group.

(c) Non-Disparagement. For so long as the Executive is employed by the Company Group, and at all times thereafter, the Executive shall not intentionally make any public statement, or publicly release any information, that disparages or defames the Company Group, or any of its officers and directors, and shall not intentionally cause or encourage any other person to make any such statement or publicly release any such information.

(d) Confidentiality. The Executive understands and acknowledges that, in the course of his employment, he has had and will continue to have access to and will learn confidential information regarding the Company Group that concerns the technological innovations, operations and methodologies of the Company Group, including, without limitation, business plans, financial information, protocols, proposals, manuals, procedures and guidelines, computer source codes, programs, software, know-how and specifications, inventions, copyrights, trade secrets, market information, Developments (as hereinafter defined), data and customer information (collectively, “Proprietary Information”). The Executive recognizes that the use or disclosure of Proprietary Information could cause the Company Group substantial loss and damages, which could not be readily calculated, and for which no remedy at law would be adequate. Accordingly, the Executive agrees that for so long as he is employed by the Company Group, and at all times thereafter, he shall keep confidential and shall not, directly or indirectly, disclose any such Proprietary Information to any third party, except as required to fulfill his duties in connection with his employment by the Company Group, and shall not misuse, misappropriate or exploit such Proprietary Information in any way. The restrictions contained herein shall not apply to any information that the Executive can demonstrate (i) was already available to the public at the time of disclosure, or subsequently became available to the public, otherwise than by breach of this Agreement or (ii) was the subject of a court order to disclose.

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“Developments” shall mean all data, discoveries, findings, reports, designs, inventions, improvements, methods, practices, techniques, developments, programs, concepts and ideas, whether or not patentable, and works of authorship relating to the present or planned activities, or the products and services of the Company Group.

(e) Exclusive Property. The Executive confirms that all Proprietary Information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by him relating to the business of the Company Group shall be and remain the property of the Company Group. Upon the termination of the Executive’s employment with the Company Group or upon the request of the Company Group at any time, he shall promptly deliver to the Company Group, and shall not, without the consent of the Company, retain copies of any written materials not previously made available to the public, or records and documents made by the Executive or coming into his possession concerning the business or affairs of the Company Group; provided, however, that subsequent to any such termination, the Company Group shall provide the Executive with copies (the cost of which shall be borne by the Executive) of any documents that are requested by the Executive and that he has determined in good faith are (i) required to establish a defense to a claim that the Executive has not complied with his duties hereunder or (ii) necessary to the Executive in order to comply with applicable law.

(f) Assignment of Developments. During the Executive’s employment, all Developments that are at any time made, reduced to practice, conceived or suggested by him, whether acting alone or in conjunction with others, shall be the sole and absolute property of the Company Group, free of any reserved or other rights of any kind on his part, and the Executive hereby irrevocably assigns, conveys and transfers any and all right, title and interest that he may have in such Developments to the Company Group. If such Developments were made, reduced to practice, conceived or suggested by the Executive during or as a result of his employment relationship with the Company Group, the Executive shall promptly make full disclosure of any such Developments to the Company Group and, at the Company Group’s cost and expense, do all acts and things (including, among others, the execution and delivery under oath of patent and copyright applications and instruments of assignment) deemed by the Company Group to be necessary or desirable at any time in order to effect the full assignment to the Company Group of his right, title and interest, if any, to such Developments. The Executive acknowledges and agrees that any invention, concept, design or discovery that concretely relates to or is associated with the Executive’s work for the Company Group that is described in a patent application or is disclosed to a third party, directly or indirectly, by the Executive during the Restricted Period shall be the property of and owned by the Company Group, and such disclosure by patent application (except by way of a patent application filed by any member of the Company Group) or otherwise shall constitute a breach of this Section 9.

(g) Injunctive Relief. Without intending to limit the remedies available to the Company Group, the Executive acknowledges that a breach of any of the covenants contained in this Section 9 may result in material irreparable injury to the Company Group or any of its members for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by this

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Section 9 or such other relief as may be required to specifically enforce any of the covenants in this Section 9, without the Company being required to show any actual damage or to post an injunction bond.

(h) Enforceability. Should any of the time periods or the geographic area set forth in this Section 9 be held to be unreasonable by any court of competent subject matter jurisdiction, the parties hereto agree to petition such court to reduce the time period or geographic area to the maximum time period or geographic area, as applicable, permitted by governing law.

(i) Periods Following the Term. Other than the provisions of Section 9(a), the provisions of this Section 9 shall continue in effect in accordance with the provisions hereof following the expiration of the Term, including, without limitation, during any period that the Executive remains an employee-at-will of the Company.

(j) Reciprocity of Obligations. Notwithstanding anything to the contrary in this Agreement, in the event the Company is obligated to pay the Severance Amount under Section 6(c) of this Agreement, the Executive’s obligations under Section 9(a) of this Agreement shall be conditioned upon payment of the Severance Amount in the manner contemplated by Section 6(c); provided, however, that, without limiting any other remedies available to the Company, in the event of the Executive’s breach of Section 9(a), (b), (c) or (d) of this Agreement, the Company shall cease to have any obligation as of the date of such breach to make any payments under Section 6(c) of this Agreement; provided further, that the Executive’s obligations under Section 9(a) shall apply if the Company does not pay the Severance Amount to the Executive as a result of the failure of the Executive to deliver the release contemplated by Section 6(c)(iii) or the failure of such release to become effective in accordance with its terms as a result of the Executive having exercised any right of rescission or revocation applicable to such release. The party alleging a breach described in this Section 9(j) shall provide prompt written notice of such breach to the other party hereto, and the party receiving such notice shall have 10 days from the date of delivery of such notice (as determined in accordance with Section 11 hereof) to cure such breach to the reasonable satisfaction of the party delivering such notice. The party delivering the notice shall not be released of its obligations hereunder unless the 10-day cure period shall have expired without the alleged breach having been cured in the manner described in the previous sentence.

10. AMENDMENTS. The provisions of this Agreement may not be amended, supplemented, waived or changed orally, but only by a writing signed by the party as to whom enforcement of any such amendment, supplement, waiver or modification is sought and making specific reference to this Agreement. Notwithstanding the preceding sentence, the Company may, without the Executive’s consent, amend any provision of this Agreement to the extent it deems such action necessary or advisable to avoid the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code, and any such amendment shall not be a basis for a resignation by the Executive for Good Reason; provided, however, that any such amendment or modification shall, to the maximum extent the Company, reasonably and in good faith determines to be possible, retain the economic and tax benefits to the Executive hereunder while not materially increasing the cost to the Company Group of providing such benefits to the Executive. Any determinations of the Company pursuant to this Section 10 shall be final, conclusive and binding on all persons.

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11. NOTICE. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing (including electronic transmission) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, electronically transmitted, or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt requested, addressed to:

If to the Executive:

To the address of the Executive as reflected on the books and records of the Company

If to the Company:

SBA COMMUNICATIONS CORPORATION

5900 Broken Sound Parkway N.W.

Boca Raton, Florida 33487

Attn: President

With a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

Attn: Kenneth J. Laverriere

or to such other address as any party may designate by notice complying with the provisions of this Section 11. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery; (b) on the date of transmission with confirmed answer back if by electronic transmission; and (c) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.

12. ASSIGNMENTS. No party shall assign his or its rights and/or obligations under this Agreement without the prior written consent of each other party to this Agreement. The Company will require a successor to all or substantially all of the business or assets of the Company to assume expressly and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such succession had taken place.

13. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding upon any party so confirming.

14. ARBITRATION. Any controversy or claim arising out of or relating to this contract shall be determined by arbitration in accordance with the then-existing Commercial

15

Rules of the American Arbitration Association. The place of arbitration shall be Palm Beach County, Florida. There shall be one arbitrator, to be selected jointly by the Company and the Executive; provided, however, if the Company and the Executive cannot agree, the arbitrator shall be appointed by the American Arbitration Association. The Company shall initially pay the fees of the arbitrator, provided that the prevailing party shall be entitled to recover reasonable attorneys’ fees, sales and use taxes, costs (including the arbitrator’s fees) and all expenses even if not taxable as court costs, incurred in the arbitration proceeding or any legal proceeding to enforce any award granted thereunder, in addition to any other relief to which such party or parties may be entitled. The parties hereby agree to waive their right to have any dispute between them resolved in a court of law by a judge or jury; provided, however, that this Section 14 will not prevent the Company Group from seeking equitable or injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter hereof relating to a breach or violation or threatened breach or violation of the Executive’s obligations under Section 9 hereof; provided further that this Section 14 will not prevent either party from enforcing any arbitration award granted hereunder in any court having jurisdiction over the parties.

15. SEVERABILITY. If any provision of this Agreement or any other agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible. If any provision of this Agreement may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable.

16. ENTIRE AGREEMENT. This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and between such parties, including the Current Agreement; provided, however, that nothing in this Agreement shall be construed to modify any existing equity award granted to the Executive by the Company prior to the Effective Date.

17. GOVERNING LAW. This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida applicable to contracts executed and performed entirely in such state.

16

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

SBA COMMUNICATIONS CORPORATION
By:	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	President and Chief Executive Officer
	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh

EX-31.1

Exhibit 31.1

Certification

I, Jeffrey A. Stoops, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SBA Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2012	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer

55

EX-31.2

Exhibit 31.2

Certification

I, Brendan T. Cavanagh, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SBA Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2012	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer

56

EX-32.1

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of SBA Communications Corporation (the “Company”), on Form 10-Q for the period ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey A. Stoops, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 7, 2012	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer

57

EX-32.2

Exhibit 32.2

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of SBA Communications Corporation (the “Company”), on Form 10-Q for the period ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brendan T. Cavanagh, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 7, 2012	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer

58

XML

Acquisitions (Narrative) (Detail) (USD $)	0 Months Ended	3 Months Ended		6 Months Ended
	Apr. 02, 2012	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Business Acquisition, Contingent Consideration [Line Items]
Owned towers	2,281
Additional towers in Development	36
Total consideration of acquisition	$ 1,100,000,000
Total consideration paid in cash	850,000,000
Newly issued shares	5,250,000
Class A common stock value	263,300,000			263,340,000
Class A common stock market price	$ 50.16
Transaction costs associated with acquisition		11,400,000		11,400,000
Revenues from acquisition				27,400,000
Net loss from acquisition				11,200,000
Tower acquisitions (number of towers)		100
Ground lease extensions		2,100,000	2,700,000	3,600,000	3,900,000
Contingent consideration, income, net		2,200,000	400,000	800,000	200,000
Potential obligation recorded in accrued expenses				$ 2,500,000

XML

Debt (Schedule Of Cash And Non-Cash Interest Expense) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jul. 24, 2009
Debt Instrument [Line Items]
Cash Interest	$ 43,902	$ 38,528	$ 86,150	$ 76,309
Non-cash Interest	17,416	15,613	34,407	31,006
1.875% Convertible Senior Notes due 2013 [Member]
Debt Instrument [Line Items]
Cash Interest	2,508	2,508	5,016	5,074
Non-cash Interest	9,122	8,311	18,036	16,631
Interest rate for senior notes	1.875%		1.875%
4.0% Convertible Senior Notes due 2014 [Member]
Debt Instrument [Line Items]
Cash Interest	5,000	5,000	10,000	10,000
Non-cash Interest	8,147	7,167	16,036	14,108
Interest rate for senior notes	4.00%		4.00%
8.0% Senior Notes due 2016 [Member]
Debt Instrument [Line Items]
Cash Interest	5,225	7,500	12,725	15,000
Non-cash Interest	58	76	139	151
Interest rate for senior notes	8.00%		8.00%		8.00%
8.25% Senior Notes due 2019 [Member]
Debt Instrument [Line Items]
Cash Interest	5,388	7,734	13,123	15,469
Non-cash Interest	44	59	107	116
Interest rate for senior notes	8.25%		8.25%		8.25%
2010 Secured Tower Revenue Securities [Member]
Debt Instrument [Line Items]
Cash Interest	14,344	14,344	28,686	28,685
Non-cash Interest
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Cash Interest	2,195	1,495	2,710	2,251
Non-cash Interest
Term Loan A [Member]
Debt Instrument [Line Items]
Cash Interest	4,704	68	9,419	68
Non-cash Interest	45		89
Term Loan B [Member]
Debt Instrument [Line Items]
Cash Interest	859		859
Non-cash Interest
Mobilitie Bridge Loan [Member]
Debt Instrument [Line Items]
Cash Interest	3,740		3,740
Non-cash Interest
Capitalized interest [Member]
Debt Instrument [Line Items]
Cash Interest	(61)	(121)	(128)	(238)
Non-cash Interest

XML

Intangible Assets, Net (Gross And Net Carrying Amounts For Each Major Class Of Intangible Assets) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 2,722,784	$ 2,163,468
Accumulated amortization	(601,395)	(523,684)
Net book value	2,121,389	1,639,784
Current contract intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	1,841,744	1,391,001
Accumulated amortization	(384,926)	(333,522)
Net book value	1,456,818	1,057,479
Network location intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	881,040	772,467
Accumulated amortization	(216,469)	(190,162)
Net book value	$ 664,571	$ 582,305

XML

Debt (Narrative) (Detail) (USD $)	1 Months Ended	6 Months Ended			1 Months Ended	6 Months Ended		1 Months Ended	6 Months Ended		3 Months Ended	1 Months Ended				1 Months Ended	6 Months Ended		1 Months Ended		6 Months Ended	1 Months Ended		6 Months Ended	1 Months Ended		1 Months Ended	6 Months Ended	1 Months Ended	6 Months Ended	1 Months Ended	6 Months Ended			6 Months Ended								6 Months Ended	1 Months Ended	3 Months Ended	6 Months Ended	1 Months Ended	6 Months Ended	1 Months Ended	6 Months Ended
	May 09, 2012	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	May 09, 2012 Maximum [Member]	Jun. 30, 2012 Maximum [Member] BasisPoint	Apr. 02, 2012 Maximum [Member]	May 09, 2012 Minimum [Member]	Jun. 30, 2012 Minimum [Member] BasisPoint	Apr. 02, 2012 Minimum [Member]	Mar. 31, 2012 Class A Common Stock [Member] Day	Nov. 07, 2008 1.875% Convertible Senior Notes due 2013 [Member]	May 16, 2008 1.875% Convertible Senior Notes due 2013 [Member]	Jun. 30, 2012 1.875% Convertible Senior Notes due 2013 [Member]	Dec. 31, 2011 1.875% Convertible Senior Notes due 2013 [Member]	Apr. 24, 2009 4.0% Convertible Senior Notes due 2014 [Member]	Jun. 30, 2012 4.0% Convertible Senior Notes due 2014 [Member]	Dec. 31, 2011 4.0% Convertible Senior Notes due 2014 [Member]	Apr. 13, 2012 8.0% Senior Notes due 2016 [Member]	Jul. 24, 2009 8.0% Senior Notes due 2016 [Member]	Jun. 30, 2012 8.0% Senior Notes due 2016 [Member]	Apr. 13, 2012 8.25% Senior Notes due 2019 [Member]	Jul. 24, 2009 8.25% Senior Notes due 2019 [Member]	Jun. 30, 2012 8.25% Senior Notes due 2019 [Member]	Apr. 13, 2012 Senior Notes [Member]	Jul. 24, 2009 Senior Notes [Member]	Apr. 02, 2012 Mobilitie Bridge Loan [Member]	Jun. 30, 2012 Mobilitie Bridge Loan [Member]	Apr. 02, 2012 Mobilitie Bridge Loan [Member] Maximum [Member]	Jun. 30, 2012 Mobilitie Bridge Loan [Member] Maximum [Member]	Apr. 02, 2012 Mobilitie Bridge Loan [Member] Minimum [Member]	Jun. 30, 2012 Mobilitie Bridge Loan [Member] Minimum [Member]	Jun. 30, 2012 Mobilitie Bridge Loan [Member] Currently [Member]	Jul. 13, 2012 Mobilitie Bridge Loan [Member] Subsequent Event [Member]	Jun. 30, 2012 2012 Term Loan [Member]	Jun. 30, 2012 2012 Term Loan [Member] Maximum [Member]	Jun. 30, 2012 2012 Term Loan [Member] Minimum [Member]	Jun. 30, 2012 2012 Term Loan [Member] Installment One [Member]	Jun. 30, 2012 2012 Term Loan [Member] Installment Two [Member]	Jun. 30, 2012 2012 Term Loan [Member] Thereafter [Member]	Jun. 30, 2012 2011 Term Loan [Member]	Dec. 31, 2011 2011 Term Loan [Member]	Jun. 30, 2012 Senior Notes Due 2020 [Member]	Jul. 13, 2012 Senior Notes Due 2020 [Member] Subsequent Event [Member]	Jun. 30, 2012 Revolving Credit Facility [Member]	Jun. 30, 2012 Revolving Credit Facility [Member]	Apr. 16, 2010 2010-1 Tower Securities [Member]	Jun. 30, 2012 2010-1 Tower Securities [Member]	Apr. 16, 2010 2010-2 Tower Securities [Member]	Jun. 30, 2012 2010-2 Tower Securities [Member]	Jun. 30, 2012 Tower Securities [Member]
Line of Credit Facility [Line Items]
Line of credit facility, principal amount																																			$ 200,000,000						$ 500,000,000				$ 700,000,000	$ 700,000,000
Eurodollar Rate margin, basis points						237.5			187.5																																0.0275
Base Rate margin, basis points						137.5			87.5																																0.0175
Line of credit facility, per annum commitment fee						0.50%			0.375%
Revolving Credit Facility accrued interest																																			2.75%						3.75%		5.75%			2.25%
Revolving credit facility under senior credit agreement							600,000,000			500,000,000
Additional borrowings under line of credit facility					700,000,000			600,000,000																																					200,000,000
Debt instrument, maturity date	May 09, 2017															Oct. 01, 2014				Aug. 15, 2016			Aug. 15, 2019				Apr. 01, 2013																	Jul. 15, 2020
Deferred financing fees	1,100,000																																		2,700,000
Borrowings under the Revolving Credit Facility		484,000,000	250,000,000																																										284,000,000	484,000,000
Repaid under the Revolving Credit Facility																																													200,000,000	200,000,000
Line of credit facility, remaining borrowing capacity		416,000,000
Aggregate principal amount of senior notes issued																																											800,000,000
Line of credit facility, outstanding																																											284,000,000
Base Rate floor																																									2.00%
Eurodollar Rate floor																																									1.00%
Repayments of long-term debt, quarterly																																									1,250,000
Percentage of par value price for issuance of term loan																																									99.75%
Repayments of debt		2,500,000																																							2,500,000
Debt instrument, principal balance														535,000,000	535,000,000		500,000,000	500,000,000																							495,000,000	497,500,000
Base Rate plus margin																													2.50%		2.00%					1.50%	1.00%
Eurodollar Rate plus margin																												3.50%	3.50%		3.00%		3.75%			2.50%	2.00%
Term loan principal repayment																																						2,500,000	3,750,000	5,000,000
Principal balance under bridge loan																												400,000,000							200,000,000
Aggregate principal amount under senior secured loan																											400,000,000
Deferred financing fees																									4,300,000		5,000,000
Consolidated Total Debt to Consolidated Adjusted EBITDA																														0.070		0.010
Equity component related to repurchases, convertible, effective interest rate													1.875%	1.875%			4.00%			8.00%	8.00%		8.25%	8.25%										5.75%										5.75%
Debt instrument principal payment																																		400,000,000
Proceeds from issuance of 2010 Tower Securities, net of fees paid		395,000,000																																													680,000,000		550,000,000
Securities, annual interest rate																																																4.254%		5.101%
Weighted average annual fixed coupon interest rate																																																			4.70%
Tower Revenue Securities anticipated repayment date																																																2015-04-16		2017-04-16
Tower Revenue Securities final maturity date																					2016			2019																								2040-04-16		2042-04-16
Debt instrument, issuance date													May 16, 2008
Convertible senior notes issued													550,000,000			500,000,000
Interest payable dates													May 1 and November 1			April 1 and October 1				February 15 and August 15			February 15 and August 15
Conversion rate, in shares													24.1196			32.9164
Common stock principal amount													1,000			1,000
Per share conversion price													$ 41.46			$ 30.38
Conversion premium													20.00%			22.50%
Last reported selling price													$ 34.55			$ 24.80
Initial strike price of warrants													$ 41.46				$ 30.38
Upper strike price of warrants													$ 67.37				$ 44.64
Terminated convertible note hedge transaction												55.00%
Common stock shares issuable		109,675,000		109,675,000								13,265,780
Common stock market price												$ 41.46
convertible senior notes effective interest rate, maximum														9.40%			13.00%
Carrying amount of the equity component														156,600,000			169,000,000
Convertible notes conversion criteria associated with common stock trading price		Last reported sale price of the Company's Class A common stock for at least 20 trading days in the 30 consecutive trading day period ending on the last trading day of the preceding calendar quarter is more than 130% of the applicable conversion price per share of Class A common stock on the last day of such preceding calendar quarter,
Applicable conversion price percentage		130.00%
Convertible notes conversion criteria associated with common stock and convertible notes trading price		Trading price per $1,000 principal amount of the Notes for each day in the measurement period was less than 95% of the product of the last reported sale price of Class A common stock
Common stock closing price per share											$ 39.49
Trading days											20
Consecutive trading day											30
Unsecured senior notes																				375,000,000			375,000,000			750,000,000
percentage of face value price for issuance of senior notes																				99.33%			99.152%																					100.00%
Debt instrument, aggregate principal amount redeemed																			131,300,000			131,300,000
Premium on redemption																									21,300,000
Debt discount																									$ 1,500,000

XML

Property And Equipment, Net (Property And Equipment, Net Including Assets Held Under Capital Leases) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,386,751	$ 2,809,672
Less: accumulated depreciation	(1,319,986)	(1,226,279)
Property and equipment, net	2,066,765	1,583,393
Towers and related components [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,136,857	2,587,897
Construction-in-progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	31,822	23,076
Furniture, equipment and vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	32,163	29,711
Land, buildings and improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 185,909	$ 168,988

XML

SEGMENT DATA (Tables)

6 Months Ended

Jun. 30, 2012

Segment Reporting Information Disclosure

Summarized financial information concerning the Company’s reportable segments for the six months ended June 30, 2012 and 2011 is shown below:

	Site Leasing		Site Development Consulting		Site Development Construction			Not Identified by Segment (1)			Total
	(in thousands)
Three months ended June 30, 2012
Revenues	$	203,581	$	7,779	$	17,787		$	—		$	229,147
Cost of revenues (2)	$	44,759	$	5,345	$	16,101		$	—		$	66,205
Depreciation, amortization and accretion	$	93,108	$	87	$	432		$	371		$	93,998
Operating income (loss)	$	35,550	$	1,624	$	(789	)	$	(1,647	)	$	34,738
Capital expenditures (3)	$	923,070	$	431	$	1,323		$	346		$	925,170
Three months ended June 30, 2011
Revenues	$	150,173	$	4,672	$	16,208		$	—		$	171,053
Cost of revenues (2)	$	32,123	$	3,540	$	14,444		$	—		$	50,107
Depreciation, amortization and accretion	$	76,048	$	49	$	310		$	284		$	76,691
Operating income (loss)	$	28,477	$	679	$	47		$	(1,994	)	$	27,209
Capital expenditures (3)	$	110,394	$	66	$	392		$	827		$	111,679
Six months ended June 30, 2012
Revenues	$	376,504	$	13,600	$	31,533		$	—		$	421,637
Cost of revenues (2)	$	80,166	$	9,343	$	28,889		$	—		$	118,398
Depreciation, amortization and accretion	$	174,434	$	173	$	862		$	629		$	176,098
Operating income (loss)	$	77,804	$	2,759	$	(1,869	)	$	(3,667	)	$	75,027
Capital expenditures (3)	$	998,486	$	516	$	1,751		$	716		$	1,001,469
Six months ended June 30, 2011
Revenues	$	296,657	$	8,863	$	33,282		$	—		$	338,802
Cost of revenues (2)	$	64,099	$	6,767	$	29,945		$	—		$	100,811
Depreciation, amortization and accretion	$	150,313	$	94	$	620		$	542		$	151,569
Operating income (loss)	$	53,512	$	1,250	$	(107	)	$	(3,547	)	$	51,108
Capital expenditures (3)	$	220,046	$	107	$	757		$	1,459		$	222,369
Assets
As of June 30, 2012	$	4,597,407	$	8,005	$	38,594		$	149,654		$	4,793,660
As of December 31, 2011	$	3,439,401	$	4,787	$	37,377		$	124,834		$	3,606,399

(1) Assets not identified by segment consist primarily of general corporate assets.

(2) Excludes depreciation, amortization and accretion.

(3) Includes cash paid for capital expenditures and acquisitions and related earn-outs and vehicle capital lease additions.

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Shareholders' Equity (Narrative) (Detail) (USD $) In Millions, except Share data, unless otherwise specified	6 Months Ended			1 Months Ended
	Jun. 30, 2012	Apr. 02, 2012	Dec. 31, 2011	Apr. 27, 2012 Class A Common Stock [Member]	Mar. 07, 2012 Class A Common Stock [Member]	Jun. 30, 2012 Common Stock Equivalents 1.875% Notes [Member]	Jun. 30, 2012 Common Stock Equivalents 4.0% Notes [Member]
Class of Stock [Line Items]
Interest rate for senior notes						1.875%	4.00%
New stock repurchase authorized program	$ 300.0			$ 300.0
Remaining authorization to repurchase common stock	150.0
Common stock, shares issued	121,495,000		121,495,000		6,005,000
Common stock value per share					$ 47.30
Proceeds from sale of stock, net of related fees					283.9
Business acquisition cash paid		850.0
Value of stock issued in acquisition		$ 5.25

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RESTRICTED CASH (Tables)

6 Months Ended

Jun. 30, 2012

Schedule Of Restricted Cash

Restricted cash consists of the following:

	As of June 30, 2012		As of December 31, 2011		Included on Balance Sheet
	(in thousands)
Securitization escrow accounts	$	15,983	$	21,378	Restricted cash - current asset
Payment and performance bonds		927		888	Restricted cash - current asset
Surety bonds and workers compensation		11,442		11,495	Other assets - noncurrent
Total restricted cash	$	28,352	$	33,761

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Costs And Estimated Earnings On Uncompleted Contracts (Summary Of Costs And Estimated Earnings On Uncompleted Contracts) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Contracts In Progress Costs And Earnings [Line Items]
Costs and estimated earnings on uncompleted contracts	$ 17,409	$ 17,352
Cost incurred on uncompleted contracts [Member]
Contracts In Progress Costs And Earnings [Line Items]
Costs and estimated earnings on uncompleted contracts	39,919	37,790
Estimated earnings [Member]
Contracts In Progress Costs And Earnings [Line Items]
Costs and estimated earnings on uncompleted contracts	15,024	14,268
Billings to date [Member]
Contracts In Progress Costs And Earnings [Line Items]
Costs and estimated earnings on uncompleted contracts	$ 37,534	$ 34,706

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Acquisitions (Schedule Of Acquisition Capital Expenditures) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Business Acquisition [Line Items]
Towers and related intangible assets	$ 885,880	$ 67,492	$ 929,595	$ 149,285
Ground lease land purchases	11,082	7,109	16,753	14,298
Earnouts	3,281	1,146	5,043	2,461
Total acquisition capital expenditures	$ 900,243	$ 75,747	$ 951,391	$ 166,044

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Restricted Cash (Schedule Of Restricted Cash) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash	$ 28,352	$ 33,761
Restricted Cash - Current Asset [Member] | Securitization Escrow Accounts [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash	15,983	21,378
Restricted Cash - Current Asset [Member] | Payment And Performance Bonds [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash	927	888
Other Assets - Noncurrent [Member] | Surety Bonds And Workers Compensation [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash	$ 11,442	$ 11,495

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Costs And Estimated Earnings On Uncompleted Contracts (Narrative) (Detail)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Contracts In Progress Costs And Earnings [Line Items]
Costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings, percentage	76.10%	91.40%
Number of significant customers	5	5

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Concentration Of Credit Risk (Summary Of Significant Customers And The Percentage Of Total Revenue For The Specified Time Periods Derived From Such Customers) (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Ericsson, Inc [Member] | Site Development Consulting [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	23.00%	0.00%	23.00%	1.20%
Ericsson, Inc [Member] | Site Development Construction [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	17.20%	7.20%	14.50%	9.50%
Verizon [Member] | Site Development Consulting [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	14.60%	17.00%	13.70%	17.20%
Verizon [Member] | Site Development Construction [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	11.30%	8.30%	10.00%	8.90%
Verizon [Member] | Site Leasing [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	13.80%	15.60%	14.20%	15.60%
Nsoro Mastec [Member] | Site Development Consulting [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	6.30%	12.50%	6.20%	14.00%
Nsoro Mastec [Member] | Site Development Construction [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	23.80%	46.90%	28.30%	41.00%
T-Mobile [Member] | Site Development Consulting [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	3.70%	11.10%	8.20%	8.80%
T-Mobile [Member] | Site Development Construction [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	8.80%	5.20%	12.20%	8.90%
T-Mobile [Member] | Site Leasing [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	15.40%	11.40%	13.10%	11.40%
AT&T [Member] | Site Leasing [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	23.10%	26.90%	24.20%	27.00%
Sprint [Member] | Site Leasing [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	23.10%	22.20%	23.30%	22.30%

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Stock-Based Compensation (Narrative) (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted-average fair value of options granted	$ 20.31	$ 18.55
Total intrinsic value for options exercised	$ 11.9	$ 6.9

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Property And Equipment, Net (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Depreciation expense	$ 52.7	$ 43.6	$ 98.4	$ 86.4
Non-cash capital expenditures			$ 10.1		$ 7.2

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2012

FAIR VALUE MEASUREMENTS

2. FAIR VALUE MEASUREMENTS

Items Measured at Fair Value on a Recurring Basis – The Company’s earnouts related to acquisitions are measured at fair value on a recurring basis using Level 3 inputs. The Company determines the fair value of acquisition-related contingent consideration, and any subsequent changes in fair value, using a discounted probability-weighted approach, as determined using Level 3 inputs. The fair value of the earnouts is reviewed quarterly and is based on the payments the Company expects to make based on historical internal observations related to the anticipated performance of the underlying assets. The Company’s estimate of the fair value of its obligation if the performance targets contained in various acquisition agreements were met was $2.5 million and $5.5 million as of June 30, 2012 and December 31, 2011, respectively, which the Company recorded in accrued expenses on its Consolidated Balance Sheet. The maximum potential obligation related to the performance targets was $5.6 million as of June 30, 2012.

Items Measured at Fair Value on a Nonrecurring Basis – The Company’s intangibles, certain long-lived assets, and asset retirement obligations are measured at fair value on a nonrecurring basis using Level 3 inputs. Level 3 valuations rely on unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company considers many factors and makes certain assumptions when making this assessment, including but not limited to: general market and economic conditions, historical operating results, geographic location, lease-up potential and expected timing of lease-up. The fair value of the long-lived assets, intangibles and asset retirement obligations is calculated using a discounted cash flow model. During the three and six months ended June 30, 2012, the Company recognized an impairment charge of $0.6 million and $1.0 million, respectively, related to its long-lived assets resulting from the Company’s analysis that the future cash flows from certain tower sites would not recover the carrying value of the investment in those tower sites. During the three and six months ended June 30, 2011, the Company recognized an impairment charge of $0.3 million related to its long-lived assets resulting from the Company’s analysis that the future cash flows from certain tower sites would not recover the carrying value of the investment in those tower sites.

Fair Value of Financial Instruments – The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments, which consist of $4.8 million and $5.6 million in certificate of deposits, as of June 30, 2012 and December 31, 2011, respectively, approximate their related estimated fair values due to the short maturity of those instruments. The Company’s estimate of the fair value of its held-to-maturity investments in treasury and corporate bonds, including current portion, are based primarily upon Level 1 reported market values. As of each of the dates ending June 30, 2012 and December 31, 2011, the carrying value and fair value of the held-to-maturity investments, including current portion, was $1.4 million and $1.6 million, respectively.

The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. The fair value of the Revolving Credit Facility and the Mobilitie Bridge Loan is considered to be equal to the carrying value because the interest payments are based on Eurodollar rates and LIBOR rates, respectively, that reset every month. The Company does not believe its credit risk has changed materially from the date the applicable Eurodollar Rate plus 187.5 basis points was set for the Revolving Credit Facility and the applicable LIBOR rate plus 350 basis points was set for the Mobilitie Bridge Loan. The following table reflects fair values, principal values and carrying values of the Company’s debt instruments (see Note 9).

	As of June 30, 2012						As of December 31, 2011
	Fair Value		Principal Value		Carrying Value		Fair Value		Principal Value		Carrying Value
	(in millions)
1.875% Convertible Senior Notes due 2013	$	742.6	$	535.0	$	503.0	$	605.2	$	535.0	$	485.0
4.0% Convertible Senior Notes due 2014	$	966.3	$	500.0	$	413.6	$	761.6	$	500.0	$	397.6
8.0% Senior Notes due 2016	$	259.3	$	243.8	$	242.7	$	405.0	$	375.0	$	373.2
8.25% Senior Notes due 2019	$	266.9	$	243.8	$	242.1	$	407.8	$	375.0	$	372.4
4.254% 2010-1C Tower Securities	$	710.4	$	680.0	$	680.0	$	699.0	$	680.0	$	680.0
5.101% 2010-2C Tower Securities	$	601.5	$	550.0	$	550.0	$	579.0	$	550.0	$	550.0
Revolving Credit Facility	$	284.0	$	284.0	$	284.0	$	—	$	—	$	—
2011 Term Loan	$	488.8	$	495.0	$	493.9	$	494.4	$	497.5	$	496.3
2012 Term Loan	$	197.5	$	200.0	$	200.0	$	—	$	—	$	—
Mobilitie Bridge Loan	$	400.0	$	400.0	$	400.0	$	—	$	—	$	—

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Stock-Based Compensation (Company's Restricted Stock Unit Activity) (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Number of Units, Outstanding at December 31, 2011	225
Number of Units, Granted	138
Number of Units, Restriction Lapse	(64)
Number of Units, Forfeited/Canceled	(1)
Number of Units, Outstanding at June 30, 2012	298
Weighted-Average Grant Date Fair Value per share, Outstanding at December 31, 2011	$ 39.22
Weighted-Average Grant Date Fair Value per share, Granted	$ 47.71
Weighted-Average Grant Date Fair Value per share, Restriction Lapse	$ 38.67
Weighted-Average Grant Date Fair Value per share, Forfeited/Canceled	$ 44.19
Weighted-Average Grant Date Fair Value per share, Outstanding at June 30, 2012	$ 43.24

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Discontinued Operations (Narrative) (Detail) (Subsequent Event [Member], USD $) In Millions, unless otherwise specified	1 Months Ended
	Jul. 31, 2012
Subsequent Event [Member]
Assets sold from site leasing segment	$ 125
Cash in asset purchase agreement	100
Promissory note in asset purchase agreement	$ 25

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INTANGIBLE ASSETS, NET (Tables)

6 Months Ended

Jun. 30, 2012

Gross And Net Carrying Amounts For Each Major Class Of Intangible Assets

The following table provides the gross and net carrying amounts for each major class of intangible assets:

	As of June 30, 2012							As of December 31, 2011
	Gross carrying amount		Accumulated amortization			Net book value		Gross carrying amount		Accumulated amortization			Net book value
	(in thousands)
Current contract intangibles	$	1,841,744	$	(384,926	)	$	1,456,818	$	1,391,001	$	(333,522	)	$	1,057,479
Network location intangibles		881,040		(216,469	)		664,571		772,467		(190,162	)		582,305
Intangible assets, net	$	2,722,784	$	(601,395	)	$	2,121,389	$	2,163,468	$	(523,684	)	$	1,639,784

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PROPERTY AND EQUIPMENT, NET (Tables)

6 Months Ended

Jun. 30, 2012

Property And Equipment, Net (Including Assets Held Under Capital Leases)

Property and equipment, net (including assets held under capital leases) consists of the following:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Towers and related components	$	3,136,857		$	2,587,897
Construction-in-process		31,822			23,076
Furniture, equipment and vehicles		32,163			29,711
Land, buildings and improvements		185,909			168,988
		3,386,751			2,809,672
Less: accumulated depreciation		(1,319,986	)		(1,226,279	)
Property and equipment, net	$	2,066,765		$	1,583,393

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Debt (Convertible Senior Notes) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
1.875% Convertible Senior Notes due 2013 [Member]
Short-term Debt [Line Items]
Debt instrument, principal balance	$ 535,000	$ 535,000
Debt discount	(31,994)	(50,030)
Carrying value	503,006	484,970
4.0% Convertible Senior Notes due 2014 [Member]
Short-term Debt [Line Items]
Debt instrument, principal balance	500,000	500,000
Debt discount	(86,351)	(102,388)
Carrying value	$ 413,649	$ 397,612

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Discontinued Operations (Revenue Components Of Discontinued Operations) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Site leasing revenue	$ 2,653	$ 2,653
Income from discontinued operations, net of taxes	$ 1,380	$ 1,380

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COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS (Tables)

6 Months Ended

Jun. 30, 2012

Summary Of Costs And Estimated Earnings On Uncompleted Contracts

Costs and estimated earnings on uncompleted contracts consist of the following:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Cost incurred on uncompleted contracts	$	39,919		$	37,790
Estimated earnings		15,024			14,268
Billings to date		(37,534	)		(34,706	)
	$	17,409		$	17,352

Cost And Estimated Earnings On Uncompleted Contracts Accompanying Consolidated Balance Sheets

These amounts are included on the accompanying Consolidated Balance Sheets under the following captions:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	18,100		$	17,655
Other current liabilities (Billings in excess of costs and estimated earnings on uncompleted contracts)		(691	)		(303	)
	$	17,409		$	17,352

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DEBT (Tables)

6 Months Ended

Jun. 30, 2012

Carrying Value Of Debt

The carrying value of debt consists of the following:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
1.875% Convertible Senior Notes. Principal balance of $535.0 million as of June 30, 2012 and December 31, 2011.	$	503,006		$	484,970
4.0% Convertible Senior Notes. Principal balance of $500.0 million as of June 30, 2012 and December 31, 2011.		413,649			397,612
8.0% Senior Notes. Principal balance of $243.8 million as of June 30, 2012 and $375.0 million as of December 31, 2011.		242,685			373,198
8.25% Senior Notes. Principal balance of $243.8 million as of June 30, 2012 and $375.0 million as of December 31, 2011.		242,119			372,365
4.254% Secured Tower Revenue Securities Series 2010-1		680,000			680,000
5.101% Secured Tower Revenue Securities Series 2010-2		550,000			550,000
Revolving Credit Facility		284,000			—
2011 Term Loan. Principal balance of $495.0 million and $497.5 million as of June 30, 2012 and December 31, 2011, respectively.		493,929			496,340
2012 Term Loan		200,000			—
Mobilitie Bridge Loan		400,000			—
Total debt		4,009,388			3,354,485
Less: current maturities of long-term debt and short-term debt		(918,006	)		(5,000	)
Total long-term debt, net of current maturities and short-term debt	$	3,091,382		$	3,349,485

Schedule Of Cash And Non-Cash Interest Expense

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

	Three months ended June 30, 2012					Three months ended June 30, 2011					Six months ended June 30, 2012					Six months ended June 30, 2011
	Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest
	(in thousands)					(in thousands)					(in thousands)					(in thousands)
1.875% Convertible Senior Notes	$	2,508		$	9,122	$	2,508		$	8,311	$	5,016		$	18,036	$	5,074		$	16,631
4.0% Convertible Senior Notes		5,000			8,147		5,000			7,167		10,000			16,036		10,000			14,108
8.0% Senior Notes		5,225			58		7,500			76		12,725			139		15,000			151
8.25% Senior Notes		5,388			44		7,734			59		13,123			107		15,469			116
2010 Secured Tower Revenue Securities		14,344			—		14,344			—		28,686			—		28,685			—
Revolving Credit Facility		2,195			—		1,495			—		2,710			—		2,251			—
2011 Term Loan		4,704			45		68			—		9,419			89		68			—
2012 Term Loan		859			—		—			—		859			—		—			—
Mobilitie Bridge Loan		3,740			—		—			—		3,740			—		—			—
Capitalized interest		(61	)		—		(121	)		—		(128	)		—		(238	)		—
Total	$	43,902		$	17,416	$	38,528		$	15,613	$	86,150		$	34,407	$	76,309		$	31,006

1.875% Convertible Senior Notes due 2013 [Member]

Notes Reflected In Long-Term Debt

The following table summarizes the balances for the 1.875% Notes:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Principal balance	$	535,000		$	535,000
Debt discount		(31,994	)		(50,030	)
Carrying value	$	503,006		$	484,970

4.0% Convertible Senior Notes due 2014 [Member]

Notes Reflected In Long-Term Debt

The following table summarizes the balances for the 4.0% Notes:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Principal balance	$	500,000		$	500,000
Debt discount		(86,351	)		(102,388	)
Carrying value	$	413,649		$	397,612

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2012

BASIS OF PRESENTATION

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 for SBA Communications Corporation and its subsidiaries (the “Company”). The December 31, 2011 Condensed Consolidated Balance Sheet has been derived from the Company’s audited consolidated financial statements. These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period may not give a true indication of the results for the year. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in consolidated financial statements and accompanying notes. While the Company believes that such estimates are fair when considered in conjunction with the consolidated financial statements and accompanying notes, the actual amount of such estimates, when known, will vary from these estimates.

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STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2012

Schedule Of Assumptions Used To Estimate The Fair Value Of Stock Options

 The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

	For the six months ended June 30,
	2012	2011
Risk free interest rate	0.58% - 0.83%	1.17% - 2.17%
Dividend yield	0.0%	0.0%
Expected volatility	53.0%	53.9%
Expected lives	3.8 - 4.6 years	3.5 - 4.5 years

Company's Activities With Respect To Its Stock Options

The following table summarizes the Company’s activities with respect to its stock options for the six months ended June 30, 2012:

	Number of Shares			Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)
	(in thousands)
Outstanding at December 31, 2011		3,608		$	28.06
Granted		613			47.58
Exercised		(504	)		27.68
Canceled		(7	)		41.93
Outstanding at June 30, 2012		3,710		$	31.31		4.19
Exercisable at June 30, 2012		2,150		$	25.44		3.15
Unvested at June 30, 2012		1,560		$	39.39		5.63

Company's Restricted Stock Unit Activity

The following table summarizes the Company’s restricted stock unit activity for the six months ended June 30, 2012:

	Number of Units			Weighted-Average Grant  Date Fair Value per share
	(in thousands)
Outstanding at December 31, 2011		225		$	39.22
Granted		138			47.71
Restriction Lapse		(64	)		38.67
Forfeited/Canceled		(1	)		44.19
Outstanding at June 30, 2012		298		$	43.24

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Acquisitions (Fair Value Of The Assets Acquired And Liabilities Assumed Relating To The Mobilitie Acquisition) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012
Business Acquisition [Line Items]
Cash and cash equivalents	$ 1,536
Accounts receivable	473
Other current assets	23,650
Assets held for sale	125,000
Property and equipment	498,654
Other assets	2,201
Total assets acquired	1,138,535
Current liabilities assumed	(11,444)
Long-term deferred tax liability	(15,427)
Net assets acquired	1,111,664
Current contract intangibles [Member]
Business Acquisition [Line Items]
Intangible assets	383,274
Network location intangibles [Member]
Business Acquisition [Line Items]
Intangible assets	$ 103,747

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Debt (Carrying Value Of Debt) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011	May 16, 2008
Debt Instrument [Line Items]
2012 Term Loan	$ 4,009,388	$ 3,354,485
Less: current maturities of long-term debt and short-term debt	(918,006)	(5,000)
Total long-term debt, net of current maturities and short-term debt	3,091,382	3,349,485
1.875% Convertible Senior Notes due 2013 [Member]
Debt Instrument [Line Items]
2012 Term Loan	503,006	484,970
Debt instrument interest rate stated percentage	1.875%		1.875%
Debt instrument, principal balance	535,000	535,000
4.0% Convertible Senior Notes due 2014 [Member]
Debt Instrument [Line Items]
2012 Term Loan	413,649	397,612
Debt instrument interest rate stated percentage	4.00%
Debt instrument, principal balance	500,000	500,000
8.0% Senior Notes due 2016 [Member]
Debt Instrument [Line Items]
2012 Term Loan	242,685	373,198
Debt instrument interest rate stated percentage	8.00%
Debt instrument, principal balance	243,800	375,000
8.25% Senior Notes due 2019 [Member]
Debt Instrument [Line Items]
2012 Term Loan	242,119	372,365
Debt instrument interest rate stated percentage	8.25%
Debt instrument, principal balance	243,800	375,000
4.254% 2010-1C Tower Securities [Member]
Debt Instrument [Line Items]
2012 Term Loan	680,000	680,000
Debt instrument interest rate stated percentage	4.254%
5.101% Secured Tower Revenue Securities Series 2010-2 [Member]
Debt Instrument [Line Items]
2012 Term Loan	550,000	550,000
Debt instrument interest rate stated percentage	5.101%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
2012 Term Loan	284,000
2011 Term Loan [Member]
Debt Instrument [Line Items]
2012 Term Loan	493,929	496,340
Debt instrument, principal balance	495,000	497,500
2012 Term Loan [Member]
Debt Instrument [Line Items]
2012 Term Loan	200,000
Mobilitie Bridge Loan [Member]
Debt Instrument [Line Items]
2012 Term Loan	$ 400,000

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 86,739	$ 47,316
Restricted cash	16,910	22,266
Short term investments	5,016	5,773
Accounts receivable, net of allowance of $219 and $135 at June 30, 2012 and December 31, 2011, respectively	26,249	22,100
Costs and estimated earnings in excess of billings on uncompleted contracts	18,100	17,655
Prepaid and other current assets	25,150	14,246
Assets held for sale	125,000
Total current assets	303,164	129,356
Property and equipment, net	2,066,765	1,583,393
Intangible assets, net	2,121,389	1,639,784
Deferred financing fees, net	40,568	42,064
Other assets	261,774	211,802
Total assets	4,793,660	3,606,399
Current liabilities:
Current maturities of long-term debt and short-term debt	918,006	5,000
Accounts payable	16,833	12,755
Accrued expenses	31,471	23,746
Deferred revenue	54,515	49,779
Accrued interest	24,708	32,351
Other current liabilities	5,299	3,250
Total current liabilities	1,050,832	126,881
Long-term liabilities:
Long-term debt	3,091,382	3,349,485
Other long-term liabilities	159,189	129,282
Total long-term liabilities	3,250,571	3,478,767
Commitments and contingencies
Redeemable noncontrolling interests	12,062	12,064
Shareholders' equity (deficit):
Common stock - Class A, par value $0.01, 400,000 shares authorized, 121,495 and 109,675 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively	1,215	1,097
Additional paid-in capital	2,835,974	2,268,244
Accumulated deficit	(2,357,242)	(2,281,139)
Accumulated other comprehensive income, net	248	485
Total shareholders' equity (deficit)	480,195	(11,313)
Total liabilities and shareholders' equity (deficit)	$ 4,793,660	$ 3,606,399

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Discontinued Operations (Aggregate Components Of Assets And Liabilities Held For Sale) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Property and equipment, net	$ 56,850
Intangible assets, net	68,150
Total assets	$ 125,000

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CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (USD $) In Thousands, except Share data	Total	Class A Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income, net [Member]
BALANCE at Dec. 31, 2011	$ (11,313)	$ 1,097	$ 2,268,244	$ (2,281,139)	$ 485
BALANCE, shares at Dec. 31, 2011		109,675,000
Net loss attributable to SBA Communications Corporation	(76,103)			(76,103)
Foreign currency translation adjustments	(237)				(237)
Common stock issued in connection with acquisition	263,340	53	263,287
Common stock issued in connection with acquisitions, shares		5,250,000
Non-cash compensation	7,025		7,025
Common stock issued in connection with option plans/restriction lapse	13,604	5	13,599
Common stock issued in connection with option plans/restriction lapse, shares		565,000
Proceeds from sale of common stock	283,879	60	283,819
Proceeds from sale of common stock, shares		6,005,000
BALANCE at Jun. 30, 2012	$ 480,195	$ 1,215	$ 2,835,974	$ (2,357,242)	$ 248
BALANCE, shares at Jun. 30, 2012		121,495,000

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Stock-Based Compensation (Schedule Of Assumptions Used To Estimate The Fair Value Of Stock Options) (Detail)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate, Minimum	0.58%	1.17%
Risk free interest rate, Maximum	0.83%	2.17%
Dividend yield	0.00%	0.00%
Expected volatility	53.00%	53.90%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected lives (in years), Maximum	3 years 9 months 18 days	3 years 6 months
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected lives (in years), Maximum	4 years 7 months 6 days	4 years 6 months

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Fair Value Measurements (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Fair Value Measurements [Line Items]
Estimated fair value of performance targets	$ 2.5		$ 2.5		$ 5.5
Performance targets, maximum potential obligation	5.6		5.6
Impairment recognized, related to long-lived assets	0.6	0.3	1.0	0.3
Certificate of deposits	4.8		4.8		5.6
Held-to-maturity investments, carrying value	1.4		1.4		1.6
Held-to-maturity investments, fair value	$ 1.4		$ 1.4		$ 1.6
Changes in credit risk, percentage			1.875%
London Interbank Offered Rate [Member]
Fair Value Measurements [Line Items]
Changes in credit risk, percentage			3.50%

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Segment Data (Narrative) (Detail)	6 Months Ended		12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Segment Reporting, Revenue Reconciling Item [Line Items]
Percentage of revenue generated from the foreign countries	5.80%	2.50%
Percentage of total assets in the foreign countries	8.50%		8.70%

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CONCENTRATION OF CREDIT RISK

6 Months Ended

Jun. 30, 2012

CONCENTRATION OF CREDIT RISK

15. CONCENTRATION OF CREDIT RISK

The Company’s credit risks arise from accounts receivable with international, national, regional and local wireless service providers and federal and state government agencies. The Company performs periodic credit evaluations of its customers’ financial condition and provides allowances for doubtful accounts, as required, based upon factors surrounding the credit risk of specific customers, historical trends and other information. The Company generally does not require collateral.

The following is a list of significant customers (representing at least 10% of revenue for the periods reported) and the percentage of total revenue for the specified time periods derived from such customers:

Site Leasing Revenue	For the three  months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
AT&T		23.1	%		26.9	%		24.2	%		27.0	%
Sprint		23.1	%		22.2	%		23.3	%		22.3	%
T-Mobile		15.4	%		11.4	%		13.1	%		11.4	%
Verizon		13.8	%		15.6	%		14.2	%		15.6	%
Site Development Consulting Revenue	For the three  months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
Ericsson, Inc		23.0	%		0.0	%		23.0	%		1.2	%
Verizon		14.6	%		17.0	%		13.7	%		17.2	%
Nsoro		6.3	%		12.5	%		6.2	%		14.0	%
T-Mobile		3.7	%		11.1	%		8.2	%		8.8	%
Site Development Construction Revenue	For the three  months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
Nsoro Mastec		23.8	%		46.9	%		28.3	%		41.0	%
Ericsson, Inc		17.2	%		7.2	%		14.5	%		9.5	%
Verizon		11.3	%		8.3	%		10.0	%		8.9	%
T-Mobile		8.8	%		5.2	%		12.2	%		8.9	%

At June 30, 2012, five significant customers comprised 57.2% of total gross accounts receivable compared to five significant customers which comprised 50.4% of total gross accounts receivable at December 31, 2011.

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Fair Value Measurements (Summary Of Fair Values, Principal Values And Carrying Values Of Debt Instruments) (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended				6 Months Ended
	Jun. 30, 2012 1.875% Convertible Senior Notes due 2013 [Member]	Jun. 30, 2012 4.0% Convertible Senior Notes due 2014 [Member]	Jun. 30, 2012 8.0% Senior Notes due 2016 [Member]	Jul. 24, 2009 8.0% Senior Notes due 2016 [Member]	Jun. 30, 2012 8.25% Senior Notes due 2019 [Member]	Jul. 24, 2009 8.25% Senior Notes due 2019 [Member]	Jun. 30, 2012 4.254% 2010-1C Tower Securities [Member]	Jun. 30, 2012 5.101% 2010-2C Tower Securities [Member]	Jun. 30, 2012 Fair Value [Member] 1.875% Convertible Senior Notes due 2013 [Member]	Dec. 31, 2011 Fair Value [Member] 1.875% Convertible Senior Notes due 2013 [Member]	Jun. 30, 2012 Fair Value [Member] 4.0% Convertible Senior Notes due 2014 [Member]	Dec. 31, 2011 Fair Value [Member] 4.0% Convertible Senior Notes due 2014 [Member]	Jun. 30, 2012 Fair Value [Member] 8.0% Senior Notes due 2016 [Member]	Dec. 31, 2011 Fair Value [Member] 8.0% Senior Notes due 2016 [Member]	Jun. 30, 2012 Fair Value [Member] 8.25% Senior Notes due 2019 [Member]	Dec. 31, 2011 Fair Value [Member] 8.25% Senior Notes due 2019 [Member]	Jun. 30, 2012 Fair Value [Member] 4.254% 2010-1C Tower Securities [Member]	Dec. 31, 2011 Fair Value [Member] 4.254% 2010-1C Tower Securities [Member]	Jun. 30, 2012 Fair Value [Member] 5.101% 2010-2C Tower Securities [Member]	Dec. 31, 2011 Fair Value [Member] 5.101% 2010-2C Tower Securities [Member]	Jun. 30, 2012 Fair Value [Member] Revolving Credit Facility [Member]	Jun. 30, 2012 Fair Value [Member] 2011 Term Loan [Member]	Dec. 31, 2011 Fair Value [Member] 2011 Term Loan [Member]	Jun. 30, 2012 Fair Value [Member] 2012 Term Loan [Member]	Jun. 30, 2012 Fair Value [Member] Mobilitie Bridge Loan [Member]	Jun. 30, 2012 Principal Value [Member] 1.875% Convertible Senior Notes due 2013 [Member]	Dec. 31, 2011 Principal Value [Member] 1.875% Convertible Senior Notes due 2013 [Member]	Jun. 30, 2012 Principal Value [Member] 4.0% Convertible Senior Notes due 2014 [Member]	Dec. 31, 2011 Principal Value [Member] 4.0% Convertible Senior Notes due 2014 [Member]	Jun. 30, 2012 Principal Value [Member] 8.0% Senior Notes due 2016 [Member]	Dec. 31, 2011 Principal Value [Member] 8.0% Senior Notes due 2016 [Member]	Jun. 30, 2012 Principal Value [Member] 8.25% Senior Notes due 2019 [Member]	Dec. 31, 2011 Principal Value [Member] 8.25% Senior Notes due 2019 [Member]	Jun. 30, 2012 Principal Value [Member] 4.254% 2010-1C Tower Securities [Member]	Dec. 31, 2011 Principal Value [Member] 4.254% 2010-1C Tower Securities [Member]	Jun. 30, 2012 Principal Value [Member] 5.101% 2010-2C Tower Securities [Member]	Dec. 31, 2011 Principal Value [Member] 5.101% 2010-2C Tower Securities [Member]	Jun. 30, 2012 Principal Value [Member] Revolving Credit Facility [Member]	Jun. 30, 2012 Principal Value [Member] 2011 Term Loan [Member]	Dec. 31, 2011 Principal Value [Member] 2011 Term Loan [Member]	Jun. 30, 2012 Principal Value [Member] 2012 Term Loan [Member]	Jun. 30, 2012 Principal Value [Member] Mobilitie Bridge Loan [Member]	Jun. 30, 2012 Carrying Value [Member] 1.875% Convertible Senior Notes due 2013 [Member]	Dec. 31, 2011 Carrying Value [Member] 1.875% Convertible Senior Notes due 2013 [Member]	Jun. 30, 2012 Carrying Value [Member] 4.0% Convertible Senior Notes due 2014 [Member]	Dec. 31, 2011 Carrying Value [Member] 4.0% Convertible Senior Notes due 2014 [Member]	Jun. 30, 2012 Carrying Value [Member] 8.0% Senior Notes due 2016 [Member]	Dec. 31, 2011 Carrying Value [Member] 8.0% Senior Notes due 2016 [Member]	Jun. 30, 2012 Carrying Value [Member] 8.25% Senior Notes due 2019 [Member]	Dec. 31, 2011 Carrying Value [Member] 8.25% Senior Notes due 2019 [Member]	Jun. 30, 2012 Carrying Value [Member] 4.254% 2010-1C Tower Securities [Member]	Dec. 31, 2011 Carrying Value [Member] 4.254% 2010-1C Tower Securities [Member]	Jun. 30, 2012 Carrying Value [Member] 5.101% 2010-2C Tower Securities [Member]	Dec. 31, 2011 Carrying Value [Member] 5.101% 2010-2C Tower Securities [Member]	Jun. 30, 2012 Carrying Value [Member] Revolving Credit Facility [Member]	Jun. 30, 2012 Carrying Value [Member] 2011 Term Loan [Member]	Dec. 31, 2011 Carrying Value [Member] 2011 Term Loan [Member]	Jun. 30, 2012 Carrying Value [Member] 2012 Term Loan [Member]	Jun. 30, 2012 Carrying Value [Member] Mobilitie Bridge Loan [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate for senior notes	1.875%	4.00%	8.00%	8.00%	8.25%	8.25%	4.254%	5.101%
Convertible senior notes, maturity date	2013	2014
Maturity date			2016		2019
Debt instrument									$ 742.6	$ 605.2	$ 966.3	$ 761.6	$ 259.3	$ 405.0	$ 266.9	$ 407.8	$ 710.4	$ 699.0	$ 601.5	$ 579.0	$ 284.0	$ 488.8	$ 494.4	$ 197.5	$ 400.0	$ 535.0	$ 535.0	$ 500.0	$ 500.0	$ 243.8	$ 375.0	$ 243.8	$ 375.0	$ 680.0	$ 680.0	$ 550.0	$ 550.0	$ 284.0	$ 495.0	$ 497.5	$ 200.0	$ 400.0	$ 503.0	$ 485.0	$ 413.6	$ 397.6	$ 242.7	$ 373.2	$ 242.1	$ 372.4	$ 680.0	$ 680.0	$ 550.0	$ 550.0	$ 284.0	$ 493.9	$ 496.3	$ 200.0	$ 400.0

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2012

Summary Of Fair Values, Principal Values And Carrying Values Of Debt Instruments

The following table reflects fair values, principal values and carrying values of the Company’s debt instruments (see Note 9).

	As of June 30, 2012						As of December 31, 2011
	Fair Value		Principal Value		Carrying Value		Fair Value		Principal Value		Carrying Value
	(in millions)
1.875% Convertible Senior Notes due 2013	$	742.6	$	535.0	$	503.0	$	605.2	$	535.0	$	485.0
4.0% Convertible Senior Notes due 2014	$	966.3	$	500.0	$	413.6	$	761.6	$	500.0	$	397.6
8.0% Senior Notes due 2016	$	259.3	$	243.8	$	242.7	$	405.0	$	375.0	$	373.2
8.25% Senior Notes due 2019	$	266.9	$	243.8	$	242.1	$	407.8	$	375.0	$	372.4
4.254% 2010-1C Tower Securities	$	710.4	$	680.0	$	680.0	$	699.0	$	680.0	$	680.0
5.101% 2010-2C Tower Securities	$	601.5	$	550.0	$	550.0	$	579.0	$	550.0	$	550.0
Revolving Credit Facility	$	284.0	$	284.0	$	284.0	$	—	$	—	$	—
2011 Term Loan	$	488.8	$	495.0	$	493.9	$	494.4	$	497.5	$	496.3
2012 Term Loan	$	197.5	$	200.0	$	200.0	$	—	$	—	$	—
Mobilitie Bridge Loan	$	400.0	$	400.0	$	400.0	$	—	$	—	$	—

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Subsequent Events (Narrative) (Detail) (USD $) Share data in Millions, unless otherwise specified	1 Months Ended		6 Months Ended		1 Months Ended
	May 09, 2012	Apr. 02, 2012	Jun. 30, 2012 Tower Revenue Securities Series [Member]	Jul. 13, 2012 Subsequent Event [Member]	Jul. 13, 2012 Subsequent Event [Member] Senior Notes Due 2020 [Member]	Jul. 26, 2012 Subsequent Event [Member] Tower Revenue Securities Series [Member]	Jun. 25, 2012 Towerco [Member] State	Jun. 25, 2012 Towerco [Member] Class A Common Stock [Member]
Subsequent Event [Line Items]
Number of towers affiliates owned							3,252
Number of tower sites in states							47
Business acquisition, assets acquired in cash		$ 850,000,000		$ 100,000,000			$ 1,200,000,000
Business consideration paid in shares								4.6
Financing commitments							900,000,000
Business acquisition, assets acquired in form of promissory note				25,000,000
Unsecured senior notes					800,000,000
Interest rate for senior notes					5.75%	2.933%
Interest rate payable					July 15 and January 15
Final maturity date	May 09, 2017		Dec. 31, 2042		Jul. 15, 2020
percentage of face value price for issuance of senior notes					100.00%
Net proceeds from offering senior notes					787,200,000
Secured Tower Revenue Securities Series offered						610,000,000
Anticipated repayment date			December 2017
Outstanding balance of senior Notes						$ 243,800,000
Percentage of Senior notes redemption price						106.00%

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$ (77,485)		$ (64,286)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, accretion and amortization	176,098		151,569
Non-cash interest expense	34,407		31,006
Deferred income tax expense (benefit)	1,392		(524)
Asset impairment	995		296
Non-cash compensation expense	6,907		5,922
Provision for doubtful accounts	149		55
Amortization of deferred financing fees	6,094		4,400
Loss from extinguishment of debt, net	27,149		1,696
Other items reflected in the Statements of Operations	4,697		575
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts, net	(3,864)		2,607
Prepaid and other assets	(33,568)		(8,316)
Accounts payable and accrued expenses	4,597		(1,697)
Accrued interest	(7,643)		23
Other liabilities	18,238		(437)
Net cash provided by operating activities	148,769		122,889
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions and related earn-outs	(951,391)		(166,044)
Capital expenditures	(48,287)		(55,737)
Other investing activities	(1,176)		1,200
Net cash used in investing activities	(1,000,854)		(220,581)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility	484,000		250,000
Repayment of Revolving Credit Facility	(200,000)		(270,000)
Proceeds from Mobilitie Bridge Loan, net of fees	395,000
Proceeds from sale of common stock, net of fees	283,879
Repurchase of 2016 Notes and 2019 Notes	(283,828)
Repurchase and retirement of common stock			(150,071)
Repayment of 2011 Term Loan	(2,500)
Proceeds from bankruptcy claim on convertible hedge	4,648
Proceeds from employee stock purchase/stock option plans	13,604		6,346
Payment on extinguishment of debt			(17,038)
Principal payments under capital lease obligations	(648)
Payment of deferred financing fees	(1,233)		(45)
Purchase of noncontrolling interests			(717)
Net cash provided by financing activities	890,232		311,092
Effect of exchange rate changes on cash and cash equivalents	(104)		95
Net cash provided by discontinued operations from operating activities (1)	1,380	[1]
NET INCREASE IN CASH AND CASH EQUIVALENTS	39,423		213,495
CASH AND CASH EQUIVALENTS:
Beginning of period	47,316		64,254
End of period	86,739		277,749
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest	93,920		76,526
Income taxes	2,683		2,291
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH INVESTING & FINANCING ACTIVITIES:
Assets acquired through capital leases	1,791		587
Increase in accounts payable and accrued expenses for capital expenditures	2,793		3,334
Issuance of common stock for acquisition	263,340
2012 Term Loan [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Term Loan, net of fees	197,310
2011 Term Loan [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Term Loan, net of fees			$ 492,617

[1] There was no investing or financing activity related to discontinued operations for the six months ended June 30, 2012

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Accounts receivable, allowance	$ 219	$ 135
Common stock - Class A, par value	$ 0.01	$ 0.01
Common stock - Class A, shares authorized	400,000	400,000
Common stock - Class A, shares issued	121,495	121,495
Common stock - Class A, shares outstanding	109,675	109,675

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SHAREHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2012

SHAREHOLDERS' EQUITY

10. SHAREHOLDERS’ EQUITY

Common Stock Equivalents

The Company has potential common stock equivalents related to its outstanding stock options, restricted stock units, 1.875% Notes and 4.0% Notes (see Note 9). These potential common stock equivalents were not included in diluted loss per share because the effect would have been anti-dilutive for each of the three and six months ended June 30, 2012 and 2011, respectively. Accordingly, basic and diluted loss per common share and the weighted average number of shares used in the computation are the same for each period presented.

Stock Repurchases

On April 27, 2011, the Company’s Board of Directors approved a new $300.0 million stock repurchase program. This program authorizes the Company to purchase, from time to time, up to $300.0 million of the Company’s outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. This program became effective on April 28, 2011 and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in the Company’s sole discretion.

During the three and six months ended June 30, 2012, the Company did not repurchase any shares in conjunction with the stock repurchase program.

As of June 30, 2012, the Company had a remaining authorization to repurchase an additional $150.0 million of its common stock under its $300.0 million stock repurchase program.

Equity Issuances

On March 7, 2012, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (together, the “Underwriters”) pursuant to which the Company sold to the Underwriters 6,005,000 shares of the Company’s Class A common stock at $47.30 per share (proceeds of $283.9 million, net of related fees). The shares were issued and sold pursuant to the Company’s shelf registration statement on Form S-3 and prospectus supplement related thereto. On April 13, 2012, the proceeds of this offering were used to partially redeem principal balances of the Senior Notes.

On April 2, 2012, the Company completed the Mobilitie Acquisition. As consideration for the acquisition, the Company paid $850.0 million in cash and issued 5.25 million shares of its Class A common stock.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Aug. 01, 2012
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Trading Symbol	SBAC
Entity Registrant Name	SBA COMMUNICATIONS CORP
Entity Central Index Key	0001034054
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		121,612,229

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REDEEMABLE NONCONTROLLING INTERESTS

6 Months Ended

Jun. 30, 2012

REDEEMABLE NONCONTROLLING INTERESTS

11. REDEEMABLE NONCONTROLLING INTERESTS

In connection with the Company’s business operations in Central America, the Company entered into an agreement with a non-affiliated joint venture partner that contains both a put option for its partner and a call option for the Company, requiring or allowing the Company, in certain circumstances, to purchase the remaining interest in such entity at a price based on predetermined earnings multiples. Each of these options is triggered upon the occurrence of specified events and/or upon the passage of time. The put right may be exercised on varying dates causing the Company to purchase the partner’s equity interest (the “Redemption Amount”) based on a formula defined in the joint venture agreement. The noncontrolling interest is classified as a redeemable equity interest in mezzanine (or temporary) equity on the Company’s Consolidated Balance Sheets.

The Company allocates income and losses to the noncontrolling interest holder based on the applicable membership interest percentage. After applying those provisions, the Company calculates the redemption amount at each reporting period and records the amount, if any, by which the redemption amount exceeds the book value as a charge against income (loss) available to common shareholders. As of June 30, 2012 the carrying value of the Company’s redeemable noncontrolling interest exceeded the fair value of the amount the Company could be required to pay to redeem the noncontrolling interest at the date of exercise of either the put or call option. Accordingly, the carrying value is presented on the Company’s Consolidated Balance Sheet.

During the six months ended June 30, 2011, the Company paid approximately $0.7 million in exchange for the outstanding 4.6% noncontrolling interest in a Canadian joint venture increasing the Company’s interest in that joint venture to 100%.

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenues:
Site leasing	$ 203,581	$ 150,173	$ 376,504	$ 296,657
Site development	25,566	20,880	45,133	42,145
Total revenues	229,147	171,053	421,637	338,802
Cost of revenues (exclusive of depreciation, accretion and amortization shown below):
Cost of site leasing	44,759	32,123	80,166	64,099
Cost of site development	21,446	17,984	38,232	36,712
Selling, general and administrative	17,744	15,721	34,959	31,616
Asset impairment	646	296	995	296
Acquisition related expenses	15,816	1,029	16,160	3,402
Depreciation, accretion and amortization	93,998	76,691	176,098	151,569
Total operating expenses	194,409	143,844	346,610	287,694
Operating income	34,738	27,209	75,027	51,108
Other income (expense):
Interest income	37	29	84	59
Interest expense	(43,902)	(38,528)	(86,150)	(76,309)
Non-cash interest expense	(17,416)	(15,613)	(34,407)	(31,006)
Amortization of deferred financing fees	(3,661)	(2,201)	(6,094)	(4,400)
Loss from extinguishment of debt, net	(27,149)		(27,149)	(1,696)
Other income (expense), net	4,972	(104)	4,984	(649)
Total other expense, net	(87,119)	(56,417)	(148,732)	(114,001)
Loss from continuing operations before provision for income taxes	(52,381)	(29,208)	(73,705)	(62,893)
Provision for income taxes	(2,453)	(702)	(3,780)	(1,393)
Loss from continuing operations	(54,834)	(29,910)	(77,485)	(64,286)
Income from discontinued operations, net of income taxes	1,380		1,380
Net loss	(53,454)	(29,910)	(76,105)	(64,286)
Less: Net (income) loss attributable to the noncontrolling interest	(18)	91	2	216
Net loss attributable to SBA Communications Corporation	$ (53,472)	$ (29,819)	$ (76,103)	$ (64,070)
Loss from continuing operations	$ (0.45)	$ (0.27)	$ (0.67)	$ (0.57)
Income from discontinued operations	$ 0.01		$ 0.01
Net loss per common share	$ (0.44)	$ (0.27)	$ (0.66)	$ (0.57)
Basic and diluted weighted average number of common shares	121,318	112,324	116,374	113,365

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DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2012

DISCONTINUED OPERATIONS

5. DISCONTINUED OPERATIONS

On July 13, 2012, the Company entered into an asset purchase agreement to sell certain assets to ExteNet Systems Inc. (“ExteNet”), for approximately $125 million, $100 million in cash and $25 million in the form of a promissory note (“the ExteNet Agreement”). The Company has a minority interest investment in ExteNet. The transaction involves specific DAS assets recently acquired as part of the Mobilitie Acquisition, and is expected to close in the third quarter of 2012.

The DAS network assets subject to the ExteNet Agreement, which are included in the Company’s Site Leasing segment, met both the component and held for sale criteria during the second quarter of 2012 and the results of operations associated with these assets have been reported as discontinued operations in the Company’s consolidated financial statements. The Company did not allocate any portion of the Company’s interest expense to discontinued operations.

The key components of discontinued operations for the three and six months ended June 30, 2012 were as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2012		2011		2012		2011
	(in thousands)
Site leasing revenue	$	2,653	$	—	$	2,653	$	—
Income from discontinued operations, net of taxes		1,380		—		1,380		—

As of June 30, 2012, the aggregate components of assets and liabilities classified as held for sale in the consolidated balance sheet consisted of the following:

	June 30, 2012
	(in thousands)
Property and equipment, net	$	56,850
Intangible assets, net		68,150
Total assets	$	125,000

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ACQUISITIONS

6 Months Ended

Jun. 30, 2012

ACQUISITIONS

4. ACQUISITIONS

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 2,281 towers with an additional 36 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 $1.1 billion consisting of (i) $850.0 million in cash and (ii) 5,250,000 newly issued shares of the Company’s Class A common stock, valued at $263.3 million based on a market price of $50.16 on the closing day of the transaction. Transaction costs associated with the acquisition were approximately $11.4 million which the Company expensed during the second quarter of 2012 and are included in acquisition related expenses in the accompanying condensed consolidated statement of operations.

The Company has included the effect of the Mobilitie Acquisition in its results of operations prospectively from the date of the acquisition. Since the acquisition date through June 30, 2012, the Mobilitie assets had revenues of $27.4 million and a net loss of $11.2 million. The net loss includes the impact of discontinued operations from certain of the DAS assets that the Company agreed to sell to ExteNet on July 13, 2012.

The preliminary estimate of the fair value of the assets acquired and liabilities assumed relating to the Mobilitie Acquisition is summarized below (in thousands):

Cash and cash equivalents	$	1,536
Accounts receivable		473
Other current assets		23,650
Assets held for sale		125,000
Property and equipment		498,654
Intangible assets:
Current contract intangible		383,274
Network location intangible		103,747
Other assets		2,201
Total assets acquired		1,138,535
Current liabilities assumed		(11,444	)
Long-term deferred tax liability		(15,427	)
Net assets acquired	$	1,111,664

The preliminary allocation of the purchase price will be finalized upon the subsequent completion of analyses of the fair value of the assets and liabilities acquired primarily related to property and equipment and intangible assets.

Unaudited Pro Forma Financial Information

The following table presents the unaudited pro forma consolidated results of operations of the Company for the three and six months ended June 30, 2012 and 2011, respectively, as if the acquisition of Mobilitie was completed as of January 1, 2011:

	For the three months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
	(in thousands)
Revenues	$	229,147		$	195,510		$	448,393		$	388,714
Operating income	$	34,738		$	29,189		$	63,482		$	54,033
Net loss	$	(53,454	)	$	(30,425	)	$	(87,651	)	$	(71,769	)

Other Acquisitions

During the second quarter of 2012, excluding the impact of the Mobilitie Acquisition, the Company acquired 100 completed towers and related assets and liabilities. These acquisitions were not significant to the Company and, accordingly, pro forma financial information has not been presented. The Company evaluates all acquisitions after the applicable closing date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed by major balance sheet caption, as well as the separate recognition of intangible assets from goodwill if certain criteria are met.

The following table summarizes the Company’s cash acquisition capital expenditures:

	For the three months ended June 30,				For the six months ended June 30,
	2012		2011		2012		2011
	(in thousands)
Towers and related intangible assets	$	885,880	$	67,492	$	929,595	$	149,285
Ground lease land purchases		11,082		7,109		16,753		14,298
Earnouts		3,281		1,146		5,043		2,461
Total acquisition capital expenditures	$	900,243	$	75,747	$	951,391	$	166,044

The Company paid, as part of the ground lease purchase program, $2.1 million and $2.7 million for ground lease extensions during the three months ended June 30, 2012 and 2011, respectively, and $3.6 and $3.9 million for ground lease extensions during the six months ended June 30, 2012 and 2011, respectively.

Earnouts

The Company recorded $2.2 million of expense, net, and $0.8 million of income, net, related to contingent consideration adjustments in the three and six months ended June 30, 2012, respectively. The Company recorded $0.4 million of income, net, and $0.2 million of expense, net, related to contingent consideration adjustments during the same periods of the prior year, respectively. As of June 30, 2012, the Company’s estimate of its potential obligation if the performance targets contained in various acquisition agreements were met was $2.5 million which the Company recorded in accrued expenses.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2012

SUBSEQUENT EVENTS

16. SUBSEQUENT EVENTS

TowerCo Acquisition

On June 25, 2012, the Company entered into a definitive merger agreement with certain affiliates of TowerCo that owned as of that date 3,252 tower sites in 47 states across the U.S. and Puerto Rico. The consideration to be paid by the Company will be $1.2 billion in cash and 4.6 million shares of the Company’s Class A common stock. The cash consideration will be paid from a combination of cash on hand, existing credit facilities and up to $900 million in financing commitments. The transaction, subject to customary closing conditions, is expected to close in the fourth quarter of 2012.

ExteNet Asset Purchase Agreement

On July 13, 2012, the Company entered into an asset purchase agreement with Extenet Systems, Inc. to sell certain DAS assets acquired in the Mobilitie acquisition for $100 million in cash and $25 million in the form of a promissory note. The Company expects the transaction to close in the third quarter of 2012.

5.75% Senior Notes due 2020

On July 13, 2012, Telecommunications issued $800,000,000 aggregate principal amount of its 5.75% Senior Notes due 2020 (the “5.75% Notes”). The 5.75% Notes are guaranteed on a senior, unsecured basis by SBA Communications. The 5.75% Notes have an interest rate of 5.75%, which is payable semi-annually on July 15 and January 15 of each year, beginning on January 15, 2013, and were issued at a price of 100% of their face value. The 5.75% Notes mature on July 15, 2020. The net proceeds from the offering were approximately $787.2 million after deducting discounts and offering expenses. Telecommunications used the net proceeds from the offering to (1) repay all amounts outstanding under the Mobilitie Bridge Loan and (2) repay all amounts outstanding under the Revolving Credit Facility. The remaining proceeds will be used for general corporate purposes.

Secured Tower Revenue Securities Series 2012-1

On July 26, 2012, the Company, through its existing SBA Tower Trust has priced an offering of $610 million of Secured Tower Revenue Securities Series 2012-1 ( the “2012 Tower Securities”), which have an anticipated repayment date of December 2017 and a final maturity date of December 2042. The annual fixed coupon interest rate of the 2012 Tower Securities is 2.933%, payable monthly. Net proceeds from the 2012 Tower Securities will be used to redeem in full the $243.8 million outstanding balance of the 2016 Notes and to pay the applicable premium for the redemption. On July 30, 2012, the Company gave notice to the note-holders of the 2016 Notes of its intention to redeem the remaining outstanding principal balance of the 2016 Notes at a price of 106% effective August 29, 2012. The remaining net proceeds will be used (1) to pay a portion of the cash consideration required in connection with SBA’s pending acquisition of TowerCo and (2) for general corporate purposes. The transaction is expected to close in August 2012.

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STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2012

STOCK-BASED COMPENSATION

12. STOCK-BASED COMPENSATION

Stock Options

The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and historical volatility to establish the expected volatility. Historical data is used to estimate the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

	For the six months ended June 30,
	2012	2011
Risk free interest rate	0.58% - 0.83%	1.17% - 2.17%
Dividend yield	0.0%	0.0%
Expected volatility	53.0%	53.9%
Expected lives	3.8 - 4.6 years	3.5 - 4.5 years

The following table summarizes the Company’s activities with respect to its stock options for the six months ended June 30, 2012:

	Number of Shares			Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)
	(in thousands)
Outstanding at December 31, 2011		3,608		$	28.06
Granted		613			47.58
Exercised		(504	)		27.68
Canceled		(7	)		41.93
Outstanding at June 30, 2012		3,710		$	31.31		4.19
Exercisable at June 30, 2012		2,150		$	25.44		3.15
Unvested at June 30, 2012		1,560		$	39.39		5.63

The weighted-average fair value of options granted during the six months ended June 30, 2012 and 2011 was $20.31 and $18.55, respectively. The total intrinsic value for options exercised during the six months ended June 30, 2012 and 2011 was $11.9 million and $6.9 million, respectively.

Restricted Stock Units

The following table summarizes the Company’s restricted stock unit activity for the six months ended June 30, 2012:

	Number of Units			Weighted-Average Grant  Date Fair Value per share
	(in thousands)
Outstanding at December 31, 2011		225		$	39.22
Granted		138			47.71
Restriction Lapse		(64	)		38.67
Forfeited/Canceled		(1	)		44.19
Outstanding at June 30, 2012		298		$	43.24

The Company records compensation expense for restricted stock units based on the fair market value of the units awarded at the date of the grant times the number of shares subject to the units awarded. The Company typically recognizes the expense associated with the units on a straight-line basis over the vesting term.

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COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

6 Months Ended

Jun. 30, 2012

COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

8. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted contracts consist of the following:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Cost incurred on uncompleted contracts	$	39,919		$	37,790
Estimated earnings		15,024			14,268
Billings to date		(37,534	)		(34,706	)
	$	17,409		$	17,352

These amounts are included on the accompanying Consolidated Balance Sheets under the following captions:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	18,100		$	17,655
Other current liabilities (Billings in excess of costs and estimated earnings on uncompleted contracts)		(691	)		(303	)
	$	17,409		$	17,352

At June 30, 2012, five significant customers comprised 76.1% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings, while at December 31, 2011, five significant customers comprised 91.4% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.

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Stock-Based Compensation (Company's Activities With Respect To Its Stock Options) (Detail) (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of Shares, Outstanding at December 31, 2011	3,608
Number of Shares, Granted	613
Number of Shares, Exercised	(504)
Number of Shares, Canceled	(7)
Number of Shares, Outstanding at June 30, 2012	3,710
Number of Shares, Exercisable at June 30, 2012	2,150
Number of Shares, Unvested at June 30, 2012	1,560
Weighted-Average Exercise Price Per Share, Outstanding at December 31, 2011	$ 28.06
Weighted-Average Exercise Price Per Share, Granted	$ 47.58
Weighted-Average Exercise Price Per Share, Exercised	$ 27.68
Weighted-Average Exercise Price Per Share, Canceled	$ 41.93
Weighted-Average Exercise Price Per Share, Outstanding at June 30, 2012	$ 31.31
Weighted-Average Exercise Price Per Share, Exercisable at June 30, 2012	$ 25.44
Weighted-Average Exercise Price Per Share, Unvested at June 30, 2012	$ 39.39
Weighted-Average Remaining Contractual Life (in years), Outstanding at June 30, 2012	4 years 2 months 9 days
Weighted-Average Remaining Contractual Life (in years), Exercisable at June 30, 2012	3 years 1 month 24 days
Weighted-Average Remaining Contractual Life (in years), Unvested at June 30, 2012	5 years 7 months 17 days

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PROPERTY AND EQUIPMENT, NET

6 Months Ended

Jun. 30, 2012

PROPERTY AND EQUIPMENT, NET

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net (including assets held under capital leases) consists of the following:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Towers and related components	$	3,136,857		$	2,587,897
Construction-in-process		31,822			23,076
Furniture, equipment and vehicles		32,163			29,711
Land, buildings and improvements		185,909			168,988
		3,386,751			2,809,672
Less: accumulated depreciation		(1,319,986	)		(1,226,279	)
Property and equipment, net	$	2,066,765		$	1,583,393

Construction-in-process represents costs incurred related to towers that are under development and will be used in the Company’s site leasing segment. Depreciation expense was $52.7 million and $43.6 million for the three months ended June 30, 2012 and 2011, respectively, and $98.4 million and $86.4 million for the six months ended June 30, 2012 and 2011, respectively. At June 30, 2012 and December 31, 2011, non-cash capital expenditures that are included in accounts payable and accrued expenses were $10.1 million and $7.2 million, respectively.

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INTANGIBLE ASSETS, NET

6 Months Ended

Jun. 30, 2012

INTANGIBLE ASSETS, NET

7. INTANGIBLE ASSETS, NET

The following table provides the gross and net carrying amounts for each major class of intangible assets:

	As of June 30, 2012							As of December 31, 2011
	Gross carrying amount		Accumulated amortization			Net book value		Gross carrying amount		Accumulated amortization			Net book value
	(in thousands)
Current contract intangibles	$	1,841,744	$	(384,926	)	$	1,456,818	$	1,391,001	$	(333,522	)	$	1,057,479
Network location intangibles		881,040		(216,469	)		664,571		772,467		(190,162	)		582,305
Intangible assets, net	$	2,722,784	$	(601,395	)	$	2,121,389	$	2,163,468	$	(523,684	)	$	1,639,784

All intangible assets noted above are included in our site leasing segment. The Company amortizes its intangible assets using the straight-line method over 15 years. Amortization expense relating to the intangible assets above was $41.2 million and $33.0 million for the three months ended June 30, 2012 and 2011, respectively, and $77.6 million and $65.0 million for the six months ended June 30, 2012 and 2011, respectively. The estimated value of these intangible assets is subject to change until the preliminary allocation of the purchase price is finalized for all acquisitions.

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DEBT

6 Months Ended

Jun. 30, 2012

DEBT

9. DEBT

The carrying value of debt consists of the following:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
1.875% Convertible Senior Notes. Principal balance of $535.0 million as of June 30, 2012 and December 31, 2011.	$	503,006		$	484,970
4.0% Convertible Senior Notes. Principal balance of $500.0 million as of June 30, 2012 and December 31, 2011.		413,649			397,612
8.0% Senior Notes. Principal balance of $243.8 million as of June 30, 2012 and $375.0 million as of December 31, 2011.		242,685			373,198
8.25% Senior Notes. Principal balance of $243.8 million as of June 30, 2012 and $375.0 million as of December 31, 2011.		242,119			372,365
4.254% Secured Tower Revenue Securities Series 2010-1		680,000			680,000
5.101% Secured Tower Revenue Securities Series 2010-2		550,000			550,000
Revolving Credit Facility		284,000			—
2011 Term Loan. Principal balance of $495.0 million and $497.5 million as of June 30, 2012 and December 31, 2011, respectively.		493,929			496,340
2012 Term Loan		200,000			—
Mobilitie Bridge Loan		400,000			—
Total debt		4,009,388			3,354,485
Less: current maturities of long-term debt and short-term debt		(918,006	)		(5,000	)
Total long-term debt, net of current maturities and short-term debt	$	3,091,382		$	3,349,485

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

	Three months ended June 30, 2012					Three months ended June 30, 2011					Six months ended June 30, 2012					Six months ended June 30, 2011
	Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest
	(in thousands)					(in thousands)					(in thousands)					(in thousands)
1.875% Convertible Senior Notes	$	2,508		$	9,122	$	2,508		$	8,311	$	5,016		$	18,036	$	5,074		$	16,631
4.0% Convertible Senior Notes		5,000			8,147		5,000			7,167		10,000			16,036		10,000			14,108
8.0% Senior Notes		5,225			58		7,500			76		12,725			139		15,000			151
8.25% Senior Notes		5,388			44		7,734			59		13,123			107		15,469			116
2010 Secured Tower Revenue Securities		14,344			—		14,344			—		28,686			—		28,685			—
Revolving Credit Facility		2,195			—		1,495			—		2,710			—		2,251			—
2011 Term Loan		4,704			45		68			—		9,419			89		68			—
2012 Term Loan		859			—		—			—		859			—		—			—
Mobilitie Bridge Loan		3,740			—		—			—		3,740			—		—			—
Capitalized interest		(61	)		—		(121	)		—		(128	)		—		(238	)		—
Total	$	43,902		$	17,416	$	38,528		$	15,613	$	86,150		$	34,407	$	76,309		$	31,006

Revolving Credit Facility

The Revolving Credit Facility consists of a revolving loan under which up to $700.0 million aggregate principal amount may be borrowed, repaid and redrawn, subject to compliance with specific financial ratios and the satisfaction of other customary conditions to borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest (2.25% as of June 30, 2012) at the Eurodollar Rate plus a margin that ranges from 187.5 basis points to 237.5 basis points or at a Base Rate plus a margin that ranges from 87.5 basis points to 137.5 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA, calculated in accordance with the Amended and Restated Credit Agreement (the “Senior Credit Agreement”) entered into by SBA Senior Finance II, LLC (“SBA Senior Finance II”) on June 30, 2011. 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, May 9, 2017. The proceeds available under the Revolving Credit Facility may be used for general corporate purposes. A per annum commitment fee of 0.375% to 0.5% of the unused commitments under the Revolving Credit Facility is charged based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). 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 a period may not be reflective of the total amounts outstanding during such period.

On April 2, 2012, the Revolving Credit Facility was modified to increase the aggregate principal amount under the Senior Credit Agreement from $500 million to $600 million. Additionally, on May 9, 2012, the Revolving Credit Facility was modified to increase the aggregate principal amount from $600 million to $700 million and extended the maturity date to May 9, 2017. The Company incurred deferred financing fees of approximately $1.1 million in relation to these amendments.

As of June 30, 2012, SBA Senior Finance II and SBA Communications were in compliance with the financial covenants contained in the Senior Credit Agreement.

During the three months ended June 30, 2012, the Company borrowed $284.0 million under the Revolving Credit Facility and repaid $200.0 million with the proceeds from the 2012 Term Loan as discussed below. The Company borrowed $200.0 million in the first quarter of 2012, resulting in a total of $484.0 million borrowed and $200.0 million repaid under the Revolving Credit Facility in the six months ended June 30, 2012.

As of June 30, 2012, the availability under the Revolving Credit Facility was $416.0 million.

On July 13, 2012, the Company’s wholly-owned subsidiary, SBA Telecommunications, Inc. (“Telecommunications”), issued $800,000,000 aggregate principal amount of its 5.75% Senior Notes due 2020 (the “5.75% Notes”) and used part of the proceeds to repay the $284 million outstanding balance on the Revolving Credit Facility.

2011 Term Loan

The 2011 Term Loan consists of a senior secured term loan in an initial aggregate principal amount of $500.0 million and matures on June 30, 2018. The 2011 Term Loan accrues interest (3.75% as of June 30, 2012), at SBA Senior Finance II’s election, at either the Base Rate plus a margin of 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus a margin of 275 basis points (with a Eurodollar Rate floor of 1%). Quarterly principal payments commenced as of September 30, 2011, with $1.25 million of principal repaid on the last day of each March, June, September and December. The remaining principal balance of the 2011 Term Loan will be due and payable on the maturity date. SBA Senior Finance II has the ability to prepay any or all amounts outstanding under the 2011 Term Loan. The 2011 Term Loan was issued at 99.75% of par value.

During the six months ended June 30, 2012, the Company made scheduled principal repayments of $2.5 million. As of June 30, 2012, the 2011 Term Loan had a principal balance of $495.0 million.

For a detailed discussion of the terms of the Senior Credit Agreement, see Note 13 in the Notes to Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission, or the Commission, on February 27, 2012 (the “Form 10-K”).

2012 Term Loan

On May 9, 2012, SBA Senior Finance II obtained a new $200.0 million senior secured term loan (the “2012 Term Loan”). The 2012 Term Loan accrues interest (2.75% as of June 30, 2012), at SBA Senior Finance II’s election, at either the Base Rate plus a margin that ranges from 1.00% to 1.50% or the Eurodollar Rate plus a margin that ranges from 2.00% to 2.50%, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). Principal of the 2012 Term Loan will be repaid in quarterly installments on the last day of each March, June, September and December, commencing on September 30, 2012, in an amount equal to $2.5 million for each of the first eight quarters, $3.75 million for the next four quarters and $5.0 million for each quarter thereafter. SBA Senior Finance II has the ability to prepay any or all amounts under the 2012 Term Loan without premium or penalty. To the extent not previously paid, the 2012 Term Loan will be due and payable on May 9, 2017. The 2012 Term Loan was issued at par. The Company incurred deferred financing fees of approximately $2.7 million in relation to this transaction which are being amortized through the maturity date. Proceeds from the 2012 Term Loan were used to pay amounts outstanding under the Revolving Credit Facility.

As of June 30, 2012, the 2012 Term Loan had a principal balance of $200.0 million.

Mobilitie Bridge Loan

On April 2, 2012, the Company, through its wholly-owned subsidiary SBA Monarch entered into a credit agreement (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 “Mobilitie Bridge Loan”). The Mobilitie Bridge Loan was scheduled to mature on April 1, 2013. The Company incurred deferred financing fees of approximately $5.0 million in relation to this transaction which are being amortized through the maturity date. Amounts borrowed under the Bridge Loan Credit Agreement were 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 Mobilitie Bridge Loan bore interest, at SBA Monarch’s election, at either the Base Rate plus a margin that ranged from 2.00% to 2.50% or the Eurodollar Rate plus a margin that ranged 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 June 30, 2012, the bridge loan bore interest at the Eurodollar Rate plus 3.5% (3.75% as of June 30, 2012). The Bridge Loan Credit Agreement also contained customary affirmative and negative covenants.

The Bridge Loan Credit Agreement required 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 contained customary affirmative and negative covenants that, among other things, limited 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.

As of June 30, 2012, the Company had a principal balance under the Mobilitie Bridge Loan of $400.0 million.

On July 13, 2012, Telecommunications issued the 5.75% Notes and used part of the proceeds to repay the $400 million outstanding principal balance on the Mobilitie Bridge Loan.

Secured Tower Revenue Securities Series 2010

On April 16, 2010, a New York common law trust (the “Trust”) issued $680.0 million of 2010-1 Tower Securities and $550.0 million of 2010-2 Tower Securities. The 2010-1 Tower Securities have an annual interest rate of 4.254% and the 2010-2 Tower Securities have an annual interest rate of 5.101%. The weighted average annual fixed coupon interest rate of the 2010 Tower Securities is 4.7%, including borrowers’ fees, payable monthly. The anticipated repayment date and the final maturity date for the 2010-1 Tower Securities is April 16, 2015 and April 16, 2040, respectively. The anticipated repayment date and the final maturity date for the 2010-2 Tower Securities is April 16, 2017 and April 16, 2042, respectively. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of SBA Properties, Inc., SBA Sites, Inc., and SBA Structures, Inc., indirect wholly-owned operating subsidiaries of the Company (collectively, the “Borrowers”). For a detailed discussion of the 2010 Tower Securities, see Note 13 in the Notes to Consolidated Financial Statements included in the Form 10-K.

As of June 30, 2012, the Borrowers met the required Debt Service Coverage Ratio and were in compliance with all other covenants as set forth in the mortgage loan agreement.

1.875% Convertible Senior Notes due 2013

On May 16, 2008, the Company issued $550.0 million of its 1.875% Convertible Senior Notes (the “1.875% Notes”). Interest is payable semi-annually on May 1 and November 1. The 1.875% Notes have a maturity date of May 1, 2013. The 1.875% Notes are convertible, at the holder’s option, into shares of the Company’s Class A common stock, at an initial conversion rate of 24.1196 shares of Class A common stock per $1,000 principal amount of 1.875% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $41.46 per share or a 20% conversion premium based on the last reported sale price of $34.55 per share of Class A common stock on the Nasdaq Global Select Market on May 12, 2008, the purchase agreement date.

Concurrently with the pricing of the 1.875% Notes, the Company entered into convertible note hedge transactions and warrant transactions with affiliates of certain of the initial purchasers of the convertible notes. The initial strike price of the convertible note hedge transactions relating to the 1.875% Notes is $41.46 per share of the Company’s Class A common stock (the same as the initial conversion price of the 1.875% convertible notes) and the upper strike price of the warrants is $67.37 per share. Although the Company initially entered into convertible note hedge and warrant transactions to cover the full amount of the shares that were issuable upon conversion of the 1.875% Notes, as a result of the bankruptcy of Lehman Brothers OTC Derivatives Inc. (“Lehman Derivatives”), on November 7, 2008, the Company terminated the convertible note hedge transaction with Lehman Derivatives which covered 55% of the 13,265,780 shares of the Company’s Class A common stock potentially issuable upon conversion of the 1.875% Notes. Consequently, the Company does not currently have a hedge with respect to those shares and, to the extent that the market price of the Company’s Class A common stock exceeds $41.46 per share upon conversion of the notes, the Company will be subject to dilution or if the Company settles in cash, additional costs, upon conversion of that portion of the 1.875% Notes.

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 was recorded as a gain in other income in the statement of operations during the three months ended June 30, 2012 and reflected as an inflow of cash from financing activities in the statement of cash flow for the six months ended June 30, 2012.

The 1.875% Notes are reflected at carrying value in short-term debt in the Company’s Condensed Consolidated Balance Sheets. The following table summarizes the balances for the 1.875% Notes:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Principal balance	$	535,000		$	535,000
Debt discount		(31,994	)		(50,030	)
Carrying value	$	503,006		$	484,970

The Company is amortizing the debt discount on the 1.875% Notes utilizing the effective interest method over the life of the 1.875% Notes which increases the effective interest rate from its coupon rate of 1.875% to 9.4%. As of June 30, 2012, the carrying amount of the equity component related to the 1.875% Notes was $156.6 million.

4.0% Convertible Senior Notes due 2014

On April 24, 2009, the Company issued $500.0 million of its 4.0% Convertible Senior Notes (the “4.0% Notes”). Interest on the 4.0% Notes is payable semi-annually on April 1 and October 1. The maturity date of the 4.0% Notes is October 1, 2014. The 4.0% Notes are convertible, at the holder’s option, into shares of the Company’s Class A common stock, at an initial conversion rate of 32.9164 shares of the Company’s Class A common stock per $1,000 principal amount of 4.0% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $30.38 per share or a 22.5% conversion premium based on the last reported sale price of $24.80 per share of our Class A common stock on the Nasdaq Global Select Market on April 20, 2009, the purchase agreement date.

Concurrently with the pricing of the 4.0% Notes, the Company entered into convertible note hedge transactions and warrant transactions with affiliates of certain of the initial purchasers of the convertible notes. The initial strike price of the convertible note hedge transactions relating to the 4.0% Notes is $30.38 per share of the Company’s Class A common stock (the same as the initial conversion price of the 4.0% Notes) and the upper strike price of the warrant transactions is $44.64 per share.

The 4.0% Notes are reflected at carrying value in long-term debt in the Company’s Condensed Consolidated Balance Sheets. The following table summarizes the balances for the 4.0% Notes:

	As of June 30, 2012			As of December 31, 2011
	(in thousands)
Principal balance	$	500,000		$	500,000
Debt discount		(86,351	)		(102,388	)
Carrying value	$	413,649		$	397,612

The Company is amortizing the debt discount on the 4.0% Notes utilizing the effective interest method over the life of the 4.0% Notes which increases the effective interest rate from its coupon rate of 4.0% to 13.0%. As of June 30, 2012, the carrying amount of the equity component related to the 4.0% Notes was $169.0 million.

Convertible Senior Notes Conversion Options

The 1.875% Notes and 4.0% Notes (collectively “the Notes”) are convertible only under the following circumstances:

• during any calendar quarter, if the last reported sale price of the Company’s Class A common stock for at least 20 trading days in the 30 consecutive trading day period ending on the last trading day of the preceding calendar quarter is more than 130% of the applicable conversion price per share of Class A common stock on the last day of such preceding calendar quarter,

• during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each day in the measurement period was less than 95% of the product of the last reported sale price of Class A common stock and the applicable conversion rate,

• if specified distributions to holders of Class A common stock are made or specified corporate transactions occur, and

• at any time on or after February 19, 2013 for the 1.875% Notes and July 22, 2014 for the 4.0% Notes.

Upon conversion, the Company has the right to settle its conversion obligation in cash, shares of Class A common stock or a combination of cash and shares of its Class A common stock. From time to time, upon notice to the holders of the Notes, the Company may change its election regarding the form of consideration that it will use to settle its conversion obligation; provided, however, that the Company is not permitted to change its settlement election after February 18, 2013 for the 1.875% Notes and July 21, 2014 for the 4.0% Notes.

At the end of the first quarter of 2012 the 4.0% Notes became convertible by the note holders. This conversion right was triggered because the Company’s Class A common stock closing price per share exceeded $39.49 for at least 20 trading days during the 30 consecutive trading day period ending on March 30, 2012. The 4.0% Notes continued to be convertible until June 30, 2012. On July 3, 2012, the Company again announced that the requisite conditions had been met as of the end of the second quarter and that the 4.0% Notes remained convertible by the note holders. The 4.0% Notes will continue to be convertible until September 30, 2012, and may be convertible thereafter, if one or more of the conversion conditions specified in the Indenture, dated as of April 24, 2009, are satisfied during future measurement periods.

Senior Notes

On July 24, 2009, Telecommunications issued $750.0 million of unsecured senior notes (the “Senior Notes”), $375.0 million of which were due August 15, 2016 (the “2016 Notes”) and $375.0 million of which were due August 15, 2019 (the “2019 Notes”). The 2016 Notes accrue interest at a rate of 8.00% and were issued at a price of 99.330% of their face value. The 2019 Notes accrue interest at a rate of 8.25% and were issued at a price of 99.152% of their face value. Interest on the 2016 Notes and 2019 Notes is due semi-annually on February 15 and August 15 of each year beginning on February 15, 2010. The Company is amortizing the debt discount on the 2016 Notes and the 2019 Notes utilizing the effective interest method over the life of the 2016 Notes and 2019 Notes, respectively.

On April 13, 2012, the Company redeemed $131.3 million in aggregate principal amount of its 2016 Notes and $131.3 million in aggregate principal amount of its 2019 Notes and paid $21.3 million as a premium on the redemption of the notes. Additionally, the Company wrote off $1.5 million and $4.3 million of debt discount and deferred financing fees, respectively, related to the redemption of the notes.

On July 30, 2012, the Company gave notice to the note holders of the 2016 Notes of its intention to redeem the remaining outstanding principal balance of the 2016 Notes effective August 29, 2012.

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Segment Data (Segment Reporting Information Disclosure) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011		Dec. 31, 2011
Segment Reporting Information [Line Items]
Revenues	$ 229,147		$ 171,053		$ 421,637		$ 338,802
Cost of revenues	66,205	[1]	50,107	[1]	118,398	[1]	100,811	[1]
Depreciation, amortization and accretion	93,998		76,691		176,098		151,569
Operating income (loss)	34,738		27,209		75,027		51,108
Capital expenditures	925,170	[2]	111,679	[2]	1,001,469	[2]	222,369	[2]
As of December 31, 2011	4,793,660				4,793,660				3,606,399
Site Leasing [Member]
Segment Reporting Information [Line Items]
Revenues	203,581		150,173		376,504		296,657
Cost of revenues	44,759	[1]	32,123	[1]	80,166	[1]	64,099	[1]
Depreciation, amortization and accretion	93,108		76,048		174,434		150,313
Operating income (loss)	35,550		28,477		77,804		53,512
Capital expenditures	923,070	[2]	110,394	[2]	998,486	[2]	220,046	[2]
As of December 31, 2011	4,597,407				4,597,407				3,439,401
Site Development Consulting [Member]
Segment Reporting Information [Line Items]
Revenues	7,779		4,672		13,600		8,863
Cost of revenues	5,345	[1]	3,540	[1]	9,343	[1]	6,767	[1]
Depreciation, amortization and accretion	87		49		173		94
Operating income (loss)	1,624		679		2,759		1,250
Capital expenditures	431	[2]	66	[2]	516	[2]	107	[2]
As of December 31, 2011	8,005				8,005				4,787
Site Development Construction [Member]
Segment Reporting Information [Line Items]
Revenues	17,787		16,208		31,533		33,282
Cost of revenues	16,101	[1]	14,444	[1]	28,889	[1]	29,945	[1]
Depreciation, amortization and accretion	432		310		862		620
Operating income (loss)	(789)		47		(1,869)		(107)
Capital expenditures	1,323	[2]	392	[2]	1,751	[2]	757	[2]
As of December 31, 2011	38,594				38,594				37,377
Not Identified By Segment [Member]
Segment Reporting Information [Line Items]
Depreciation, amortization and accretion	371	[3]	284	[3]	629	[3]	542	[3]
Operating income (loss)	(1,647)	[3]	(1,994)	[3]	(3,667)	[3]	(3,547)	[3]
Capital expenditures	346	[2],[3]	827	[2],[3]	716	[2],[3]	1,459	[2],[3]
As of December 31, 2011	$ 149,654	[3]			$ 149,654	[3]			$ 124,834	[3]

[1] Excludes depreciation, amortization and accretion.

[2] Includes cash paid for capital expenditures and acquisitions and related earn-outs and vehicle capital lease additions.

[3] Assets not identified by segment consist primarily of general corporate assets.

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Concentration Of Credit Risk (Narrative) (Detail)	Jun. 30, 2012	Dec. 31, 2011
Concentration Risk [Line Items]
Concentration risk percentage of revenue minimum	10.00%
Concentration risk percentage of accounts receivable	57.20%	50.40%
Number of significant customers	5	5

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Income Taxes (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Foreign Tax [Member]
Income Tax Disclosure [Line Items]
Provision for income tax	$ 2.8
State Income Tax [Member]
Income Tax Disclosure [Line Items]
Provision for income tax	$ 1.8

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CONCENTRATION OF CREDIT RISK (Tables)

6 Months Ended

Jun. 30, 2012

Summary Of Significant Customers And The Percentage Of Total Revenue For The Specified Time Periods Derived From Such Customers

The following is a list of significant customers (representing at least 10% of revenue for the periods reported) and the percentage of total revenue for the specified time periods derived from such customers:

Site Leasing Revenue	For the three  months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
AT&T		23.1	%		26.9	%		24.2	%		27.0	%
Sprint		23.1	%		22.2	%		23.3	%		22.3	%
T-Mobile		15.4	%		11.4	%		13.1	%		11.4	%
Verizon		13.8	%		15.6	%		14.2	%		15.6	%
Site Development Consulting Revenue	For the three  months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
Ericsson, Inc		23.0	%		0.0	%		23.0	%		1.2	%
Verizon		14.6	%		17.0	%		13.7	%		17.2	%
Nsoro		6.3	%		12.5	%		6.2	%		14.0	%
T-Mobile		3.7	%		11.1	%		8.2	%		8.8	%
Site Development Construction Revenue	For the three  months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
Nsoro Mastec		23.8	%		46.9	%		28.3	%		41.0	%
Ericsson, Inc		17.2	%		7.2	%		14.5	%		9.5	%
Verizon		11.3	%		8.3	%		10.0	%		8.9	%
T-Mobile		8.8	%		5.2	%		12.2	%		8.9	%

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Costs And Estimated Earnings On Uncompleted Contracts (Cost And Estimated Earnings On Uncompleted Contracts Accompanying Consolidated Balance Sheets) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Contracts In Progress Costs And Earnings [Line Items]
Costs and estimated earnings in excess of billings on uncompleted contracts	$ 18,100	$ 17,655
Other current liabilities (Billings in excess of costs and estimated earnings on uncompleted contracts)	(691)	(303)
Total	$ 17,409	$ 17,352

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SEGMENT DATA

6 Months Ended

Jun. 30, 2012

SEGMENT DATA

14. SEGMENT DATA

The Company operates principally in three business segments: site leasing, site development consulting and site development construction. The Company’s reportable segments are strategic business units that offer different services. The site leasing segment includes results of the managed and sublease businesses. Summarized financial information concerning the Company’s reportable segments for the six months ended June 30, 2012 and 2011 is shown below:

	Site Leasing		Site Development Consulting		Site Development Construction			Not Identified by Segment (1)			Total
	(in thousands)
Three months ended June 30, 2012
Revenues	$	203,581	$	7,779	$	17,787		$	—		$	229,147
Cost of revenues (2)	$	44,759	$	5,345	$	16,101		$	—		$	66,205
Depreciation, amortization and accretion	$	93,108	$	87	$	432		$	371		$	93,998
Operating income (loss)	$	35,550	$	1,624	$	(789	)	$	(1,647	)	$	34,738
Capital expenditures (3)	$	923,070	$	431	$	1,323		$	346		$	925,170
Three months ended June 30, 2011
Revenues	$	150,173	$	4,672	$	16,208		$	—		$	171,053
Cost of revenues (2)	$	32,123	$	3,540	$	14,444		$	—		$	50,107
Depreciation, amortization and accretion	$	76,048	$	49	$	310		$	284		$	76,691
Operating income (loss)	$	28,477	$	679	$	47		$	(1,994	)	$	27,209
Capital expenditures (3)	$	110,394	$	66	$	392		$	827		$	111,679
Six months ended June 30, 2012
Revenues	$	376,504	$	13,600	$	31,533		$	—		$	421,637
Cost of revenues (2)	$	80,166	$	9,343	$	28,889		$	—		$	118,398
Depreciation, amortization and accretion	$	174,434	$	173	$	862		$	629		$	176,098
Operating income (loss)	$	77,804	$	2,759	$	(1,869	)	$	(3,667	)	$	75,027
Capital expenditures (3)	$	998,486	$	516	$	1,751		$	716		$	1,001,469
Six months ended June 30, 2011
Revenues	$	296,657	$	8,863	$	33,282		$	—		$	338,802
Cost of revenues (2)	$	64,099	$	6,767	$	29,945		$	—		$	100,811
Depreciation, amortization and accretion	$	150,313	$	94	$	620		$	542		$	151,569
Operating income (loss)	$	53,512	$	1,250	$	(107	)	$	(3,547	)	$	51,108
Capital expenditures (3)	$	220,046	$	107	$	757		$	1,459		$	222,369
Assets
As of June 30, 2012	$	4,597,407	$	8,005	$	38,594		$	149,654		$	4,793,660
As of December 31, 2011	$	3,439,401	$	4,787	$	37,377		$	124,834		$	3,606,399

(1) Assets not identified by segment consist primarily of general corporate assets.

(2) Excludes depreciation, amortization and accretion.

(3) Includes cash paid for capital expenditures and acquisitions and related earn-outs and vehicle capital lease additions.

For the six months ended June 30, 2012 and 2011, the Company’s leasing revenues generated outside of the United States were 5.8% and 2.5%, respectively, of total consolidated leasing revenues. As of June 30, 2012 and December 31, 2011, the Company’s total assets outside of the United States were 8.5% and 8.7%, respectively, of total consolidated assets.

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ACQUISITIONS (Tables)

6 Months Ended

Jun. 30, 2012

Fair Value Of The Assets Acquired And Liabilities Assumed Relating To The Mobilitie Acquisition

The preliminary estimate of the fair value of the assets acquired and liabilities assumed relating to the Mobilitie Acquisition is summarized below (in thousands):

Cash and cash equivalents	$	1,536
Accounts receivable		473
Other current assets		23,650
Assets held for sale		125,000
Property and equipment		498,654
Intangible assets:
Current contract intangible		383,274
Network location intangible		103,747
Other assets		2,201
Total assets acquired		1,138,535
Current liabilities assumed		(11,444	)
Long-term deferred tax liability		(15,427	)
Net assets acquired	$	1,111,664

Schedule Of Unaudited Pro Forma Consolidated Results Of Operations

The following table presents the unaudited pro forma consolidated results of operations of the Company for the three and six months ended June 30, 2012 and 2011, respectively, as if the acquisition of Mobilitie was completed as of January 1, 2011:

	For the three months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
	(in thousands)
Revenues	$	229,147		$	195,510		$	448,393		$	388,714
Operating income	$	34,738		$	29,189		$	63,482		$	54,033
Net loss	$	(53,454	)	$	(30,425	)	$	(87,651	)	$	(71,769	)

Schedule Of Acquisition Capital Expenditures

The following table summarizes the Company’s cash acquisition capital expenditures:

	For the three months ended June 30,				For the six months ended June 30,
	2012		2011		2012		2011
	(in thousands)
Towers and related intangible assets	$	885,880	$	67,492	$	929,595	$	149,285
Ground lease land purchases		11,082		7,109		16,753		14,298
Earnouts		3,281		1,146		5,043		2,461
Total acquisition capital expenditures	$	900,243	$	75,747	$	951,391	$	166,044

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Intangible Assets, Net (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life, years			15 years
Amortization expense	$ 41.2	$ 33.0	$ 77.6	$ 65.0

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Acquisitions (Schedule Of Unaudited Pro forma Consolidated Results Of Operations) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues	$ 229,147	$ 195,510	$ 448,393	$ 388,714
Operating income	34,738	29,189	63,482	54,033
Net loss	$ (53,454)	$ (30,425)	$ (87,651)	$ (71,769)

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net loss from continuing operations	$ (54,834)	$ (29,910)	$ (77,485)	$ (64,286)
Income from discontinued operations	1,380		1,380
Foreign currency translation adjustments	(979)	65	(237)	249
Comprehensive loss	(54,433)	(29,845)	(76,342)	(64,037)
Other comprehensive (income) loss attributable to noncontrolling interest	(18)	91	2	216
Comprehensive loss attributable to SBA Communications Corporation	$ (54,451)	$ (29,754)	$ (76,340)	$ (63,821)

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RESTRICTED CASH

6 Months Ended

Jun. 30, 2012

RESTRICTED CASH

3. RESTRICTED CASH

Restricted cash consists of the following:

	As of June 30, 2012		As of December 31, 2011		Included on Balance Sheet
	(in thousands)
Securitization escrow accounts	$	15,983	$	21,378	Restricted cash - current asset
Payment and performance bonds		927		888	Restricted cash - current asset
Surety bonds and workers compensation		11,442		11,495	Other assets - noncurrent
Total restricted cash	$	28,352	$	33,761

Securitization escrow accounts relate to funds that are required to be held in escrow pursuant to the terms of the Secured Tower Revenue Securities Series 2010-1 (the “2010-1 Tower Securities”) and the Secured Tower Revenue Securities Series 2010-2 (the “2010-2 Tower Securities” and together with the 2010-1 Tower Securities, the “2010 Tower Securities”) (see Note 9). Pursuant to the terms of the 2010 Tower Securities, the Company is required to establish a controlled deposit account, held by the indenture trustee, into which all rents and other sums due on the towers that secure the 2010 Tower Securities are directly deposited by the lessees. These restricted cash amounts are used to fund reserve accounts for the payment of (1) debt service costs, (2) ground rents, real estate and personal property taxes and insurance premiums related to tower sites, (3) trustee and servicing expenses, (4) management fees, and (5) to reserve a portion of advance rents from tenants. The restricted cash in the controlled deposit account in excess of required reserve balances is subsequently released to the Borrowers (as defined below) monthly, provided that the Borrowers are in compliance with their debt service coverage ratio and that no event of default has occurred. All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets.

Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations. As of June 30, 2012, the Company had $26.8 million in surety, payment and performance bonds for which it was required to post $10.7 million in collateral. As of December 31, 2011, the Company had $20.6 million in surety, payment and performance bonds for which it was required to post $10.1 million in collateral. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. The Company had pledged $2.3 million as of each of June 30, 2012 and December 31, 2011, as collateral related to its workers compensation policy.

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Redeemable Noncontrolling Interests (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2011
Redeemable Noncontrolling Interest [Line Items]
Acquired noncontrolling interest	$ 0.7
Noncontrolling interest	4.60%
Interest in joint venture	100.00%

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DISCONTINUED OPERATIONS (Tables)

6 Months Ended

Jun. 30, 2012

Revenue Components Of Discontinued Operations

The key components of discontinued operations for the three and six months ended June 30, 2012 were as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2012		2011		2012		2011
	(in thousands)
Site leasing revenue	$	2,653	$	—	$	2,653	$	—
Income from discontinued operations, net of taxes		1,380		—		1,380		—

Aggregate Components Of Assets And Liabilities Held For Sale

As of June 30, 2012, the aggregate components of assets and liabilities classified as held for sale in the consolidated balance sheet consisted of the following:

	June 30, 2012
	(in thousands)
Property and equipment, net	$	56,850
Intangible assets, net		68,150
Total assets	$	125,000

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Restricted Cash (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Restricted Cash and Cash Equivalents Items [Line Items]
Surety, payment and performance bonds	$ 26.8	$ 20.6
Collateral payment for performance bonds	10.7	10.1
Collateral related to workers compensation policy	$ 2.3	$ 2.3

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INCOME TAXES

6 Months Ended

Jun. 30, 2012

INCOME TAXES

13. INCOME TAXES

The Company had federal taxable losses during the six months ended June 30, 2012 and 2011, and, as a result, federal net operating loss carry-forwards have been generated. The US federal net operating loss carry-forwards of the Company have a full valuation allowance as management believes it is not “more-likely-than-not” that the Company will generate sufficient taxable income in future periods to recognize the losses. However, a foreign tax provision of $2.8 million was recognized because certain international subsidiaries of the Company have profitable operations. Additionally, certain US subsidiaries are profitable and taxable in separate return jurisdictions which resulted in a state tax provision of $1.8 million.