UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 22, 2006
SBA Communications Corporation
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
| 000-30110 | 65-0716501 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 5900 Broken Sound Parkway N.W. Boca Raton, Florida | 33487 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(561) 995-7670
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On February 22, 2006, SBA Senior Finance II, LLC (“SBASF II”), an indirect wholly-owned subsidiary of SBA Communications Corporation, entered into three forward-starting interest rate swap agreements, each with a notional amount of $100 million, $50 million, and $50 million, respectively, with each of J.P. Morgan Chase Bank N.A., Deutsche Bank AG and The Toronto-Dominion Bank to hedge the variability of future interest rates in anticipation of the issuance of debt which is expected to be issued on or before December 21, 2007 by an affiliate of SBA Communications Corporation. Under the swap agreements, SBASF II has agreed to pay fixed interest rates of 5.019%, 5.0278% and 5.030%, respectively, beginning on or before December 21, 2007 through December 21, 2012, in exchange for receiving floating payments based on three-month LIBOR on the same $200 million notional amount for the same five-year period. The swap agreements will be cash settled, in accordance with their terms, on or before December 21, 2007.
J.P. Morgan Chase Bank N.A., Deutsche Bank AG, The Toronto-Dominion Bank and/or their affiliates have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services in the ordinary course of business for SBA Communications Corporation, and/or its subsidiaries, for which they have received, and will receive, customary fees and commissions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| February 27, 2006 | SBA COMMUNICATIONS CORPORATION | |
| /s/ Anthony J. Macaione | ||
| Anthony J. Macaione | ||
| Chief Financial Officer | ||