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SBA Communications to Acquire over 2,300 Towers and Certain DAS Assets from Mobilitie for $1.1B
Posted February 21, 2012
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BOCA RATON, Fla., -- SBA Communications Corporation (Nasdaq:SBAC) has entered into a definitive agreement with certain affiliates of Mobilitie, LLC under which SBA will purchase certain entities owning in excess of 2,300 tower sites in the US and Central America and certain indoor and outdoor distributed antenna system (DAS) assets in Chicago, Las Vegas, New York City and Auburn, Alabama.
The consideration to be paid by SBA will be $850 million in cash and 5.25 million shares of SBA Class A common stock, implying a total transaction value of $1,093 million based on SBA's closing price of $46.27 on February 17, 2012. The shares issued in the acquisition will be subject to certain restrictions on transfer. The cash consideration shall be paid from a combination of cash on hand, existing credit facilities and $500 million in financing commitments from Barclays Bank PLC and J.P. Morgan. The transaction, subject to customary closing conditions, is expected to close in the second quarter of 2012. Pro forma for the closing of the transaction, SBA expects that its second quarter-end net debt to annualized adjusted EBITDA ratio will be approximately 7.7x - 7.8x. SBA estimates the Mobilitie assets will produce approximately $75 million in tower cash flow for the full calendar year 2012, of which approximately $16 million is attributable to the DAS assets. Pursuant to the terms of SBA's investment in ExteNet Systems, Inc., SBA will seek to negotiate and execute a mutually-acceptable sale of the DAS assets to ExteNet. The closing of the acquisition of the Mobilitie entities will not be conditioned on the sale of the DAS assets.
"We are very pleased with the opportunity to acquire these assets," commented Jeffrey A. Stoops, SBA's President and Chief Executive Officer. "We believe these assets are high quality, relatively new, well located and have ample capacity for additional tenants. The towers will be very complementary to and readily integrated into our existing portfolio, as they are all located in areas where we are currently conducting business. We are particularly excited about the prospects for these towers to serve the future cell-splitting needs of US wireless carriers, which needs we anticipate will flow from the continued growth in consumer demand for wireless data services. We expect this transaction will be immediately accretive to equity free cash flow per share."
Barclays Capital and J.P. Morgan acted as financial advisors and Greenberg Traurig, LLP acted as legal advisor to SBA. Moelis & Company LLC and BofA Merrill Lynch acted as financial advisors and Goodwin Procter LLP acted as legal advisor to Mobilitie. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Oaktree Capital Management.
SBA will more fully discuss the transaction and its financial implications on its "Fourth Quarter Results" conference call scheduled for Friday, February 24, 2012 at 10:00 am EST. SBA anticipates including the results of the Mobilitie assets in its 2012 Outlook in its first quarterly earnings release subsequent to closing the transaction.
About SBA Communications Corporation
SBA Communications Corporation is a first choice provider and leading owner and operator of wireless communications infrastructure in North and Central America. By "Building Better Wireless", SBA generates revenue from two primary businesses - site leasing and site development services. The primary focus of the Company is the leasing of antenna space on its multi-tenant towers to a variety of wireless service providers under long-term lease contracts. For more information please visit: www.sbasite.com.
About Mobilitie, LLC
Mobilitie LLC is a premier developer and operator of wireless infrastructure throughout North America and Latin America. Mobilitie is built around what Mobile Operators need to accommodate the ever increasing need for wireless infrastructure to support the exponential growth in data demand from consumers. The primary business objectives of the Company center around highly stable cash flows, from a diversified and credit rated tenant base leasing tower and DAS assets. For further information visit: www.mobilitie.com
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