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. As consideration for the Mobilitie Acquisition, the Company paid $850.0 million in cash and issued 5.25 million shares of its Class A common stock, implying a total transaction value of $1.1 billion based on the Company's closing price on the date prior to which the purchase agreement was executed. Transaction costs associated with the acquisition were approximately $13.2 million 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 September 30, 2012, the Mobilitie assets had revenues of $55.4 million and a net loss of $17.7 million. The net loss includes the impact of discontinued operations from certain of the DAS assets that the Company sold to ExteNet System, Inc. ("ExteNet") on September 6, 2012 and October 23, 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		24,221
Assets held for sale		125,000
Property and equipment		498,654
Intangible assets:
Current contract intangible		399,759
Network location intangible		84,965
Other assets		2,201

Total assets acquired		1,136,809

Current liabilities assumed		(11,619	)
Long-term deferred tax liability		(13,526	)

Net assets acquired	$	1,111,664

The preliminary allocation of the purchase price will be finalized upon the completion of analyses of the fair value of the assets and liabilities acquired primarily related to property tax accruals and other working capital items.

Unaudited Pro Forma Financial Information

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


	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
	(in thousands)
Revenues	$	238,606		$	200,007		$	686,999		$	564,264
Operating income	$	41,071		$	29,552		$	104,553		$	81,604
Net loss	$	(52,699	)	$	(33,952	)	$	(140,349	)	$	(105,206	)

Other Acquisitions

During the third quarter of 2012, the Company acquired 37 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 September 30,				For the nine months ended September 30,
	2012		2011		2012		2011
	(in thousands)
Towers and related intangible assets	$	21,736	$	37,888	$	951,331	$	187,173
Ground lease land purchases		9,154		5,266		25,907		19,564
Earnouts		708		157		5,751		2,618

Total acquisition capital expenditures	$	31,598	$	43,311	$	982,989	$	209,355

The Company paid, as part of the ground lease purchase program, $1.2 million and $3.3 million for ground lease extensions during the three months ended September 30, 2012 and 2011, respectively, and $4.7 and $7.2 million for ground lease extensions during the nine months ended September 30, 2012 and 2011, respectively.

Earnouts

The Company recorded $0.5 million of expense, net, and $1.3 million of expense, net, related to contingent consideration adjustments in the three and nine months ended September 30, 2012, respectively. The Company recorded $0.03 million of income, net, and $0.1 million of expense, net, related to contingent consideration adjustments during the same periods of the prior year, respectively. As of September 30, 2012, the Company’s estimate of its potential obligation if the performance targets contained in various acquisition agreements were met was $9.2 million which the Company recorded in accrued expenses.