Debt

12 Months Ended

Dec. 31, 2023

Debt [Abstract]

Debt

‎

11.DEBT

The principal values, fair values, and carrying values of debt consist of the following (in thousands):

		As of						As of
		December 31, 2023						December 31, 2022
	Maturity Date	Principal ‎Balance		Fair Value		Carrying ‎Value		Principal ‎Balance		Fair Value		Carrying ‎Value
Revolving Credit Facility (1)	Jul. 7, 2026	$	180,000	$	180,000	$	180,000	$	720,000	$	720,000	$	720,000
2018 Term Loan (2)	Apr. 11, 2025		2,268,000		2,273,670		2,263,343		2,292,000		2,280,540		2,284,007
2014-2C Tower Securities (3)	Oct. 8, 2024		620,000		606,540		619,145		620,000		598,480		618,099
2019-1C Tower Securities (3)	Jan. 12, 2025		1,165,000		1,115,313		1,162,348		1,165,000		1,095,776		1,159,860
2020-1C Tower Securities (3)	Jan. 9, 2026		750,000		682,350		746,937		750,000		665,633		745,480
2020-2C Tower Securities (3)	Jan. 11, 2028		600,000		520,530		596,419		600,000		506,574		595,586
2021-1C Tower Securities (3)	Nov. 9, 2026		1,165,000		1,015,437		1,158,059		1,165,000		991,705		1,155,724
2021-2C Tower Securities (3)	Apr. 9, 2027		895,000		772,125		889,152		895,000		756,302		887,443
2021-3C Tower Securities (3)	Oct. 9, 2031		895,000		686,581		887,365		895,000		686,134		886,495
2022-1C Tower Securities (3)	Jan. 11, 2028		850,000		850,221		841,429		850,000		855,899		840,053
2020 Senior Notes	Feb. 15, 2027		1,500,000		1,438,815		1,489,965		1,500,000		1,375,815		1,487,013
2021 Senior Notes	Feb. 1, 2029		1,500,000		1,338,750		1,490,153		1,500,000		1,286,250		1,488,402
Total debt		$	12,388,000	$	11,480,332	$	12,324,315	$	12,952,000	$	11,819,108	$	12,868,162
Less: current maturities of long-term debt							(643,145)						(24,000)
Total long-term debt, net of current maturities						$	11,681,170					$	12,844,162

(1)On January 25, 2024, the Company amended its Revolving Credit Facility to extend the maturity date to January 25, 2029 as well as amend certain other terms and conditions under the Senior Credit Agreement. For further discussion of the amendments, refer to “Terms of the Senior Credit Agreement” below.

(2)On January 25, 2024, the Company repaid its 2018 Term Loan and issued a new $2.3 billion Term Loan with a maturity date of January 25, 2031. For further discussion of the amendments, refer to “Term Loan under the Senior Credit Agreement” below.

(3)The maturity date represents the anticipated repayment date for each issuance.

The Company’s future principal payment obligations over the next five years (based on the outstanding debt as of December 31, 2023 and assuming the Tower Securities are repaid at their respective anticipated repayment dates) are as follows:

For the year ended December 31,	(in thousands)
2024	$	644,000
2025		3,409,000
2026		2,095,000
2027		2,395,000
2028		1,450,000

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

		For the year ended December 31,
	Interest	2023				2022				2021
	Rates as of	Cash		Non-cash		Cash		Non-cash		Cash		Non-cash
	December 31, 2023	Interest		Interest		Interest		Interest		Interest		Interest
		(in thousands)
Revolving Credit Facility	6.435%	$	29,223	$	—	$	21,862	$	—	$	6,414	$	—
2018 Term Loan (1)	2.645%		60,622		30,508		50,052		45,756		44,342		45,756
2013-2C Tower Securities	—		—		—		—		—		17,027		—
2014-2C Tower Securities	3.869%		24,185		—		24,185		—		24,185		—
2017-1C Tower Securities	—		—		—		—		—		9,201		—
2018-1C Tower Securities	3.448%		—		—		21,291		—		22,281		—
2019-1C Tower Securities	2.836%		33,428		—		33,428		—		33,428		—
2020-1C Tower Securities	1.884%		14,391		—		14,391		—		14,391		—
2020-2C Tower Securities	2.328%		14,159		—		14,159		—		14,159		—
2021-1C Tower Securities	1.631%		19,419		—		19,419		—		12,255		—
2021-2C Tower Securities	1.840%		16,782		—		16,782		—		2,982		—
2021-3C Tower Securities	2.593%		23,492		—		23,492		—		4,176		—
2022-1C Tower Securities	6.599%		56,375		—		5,961		—		—		—
2016 Senior Notes	—		—		—		—		—		44,092		990
2017 Senior Notes	—		—		—		—		—		2,333		—
2020 Senior Notes	3.875%		58,125		367		58,125		353		58,125		339
2021 Senior Notes	3.125%		46,875		—		46,875		—		43,229		—
Other			3,297		4,993		3,762		—		299		—
Total		$	400,373	$	35,868	$	353,784	$	46,109	$	352,919	$	47,085

(1)The 2018 Term Loan has a blended rate of 2.645% which includes the impact of the interest rate swaps. Excluding the impact of the interest rate swap, the 2018 Term Loan was accruing interest at 7.210% as of December 31, 2023. Refer to Note 21 for more information on the Company’s interest rate swap.

Terms of the Senior Credit Agreement

The Senior Credit Agreement requires SBA Senior Finance II to maintain specific financial ratios, including (1) a ratio of Consolidated Net Debt to Annualized Borrower EBITDA not to exceed 6.5 times for any fiscal quarter, (2) a ratio of Consolidated Net Debt (calculated in accordance with the Senior Credit Agreement) to Annualized Borrower EBITDA for the most recently ended fiscal quarter not to exceed 6.5 times for 30 consecutive days and (3) a ratio of Annualized Borrower EBITDA to Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0 times for any fiscal quarter. The Senior Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the ability of SBA Senior Finance II 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, and engage in certain asset dispositions, including a sale of all or substantially all of their property. The Senior Credit Agreement is also subject to customary events of default. Pursuant to the Second Amended and Restated Guarantee and Collateral Agreement, amounts borrowed under the Revolving Credit Facility, the Term Loans and certain hedging transactions that may be entered into by SBA Senior Finance II or the Subsidiary Guarantors (as defined in the Senior Credit Agreement) with lenders or their affiliates are secured by a first lien on the membership interests of SBA Telecommunications, LLC, SBA Senior Finance, LLC and SBA Senior Finance II and on substantially all of the assets (other than leasehold, easement and fee interests in real property) of SBA Senior Finance II and the Subsidiary Guarantors.

The Senior Credit Agreement permits SBA Senior Finance II, without the consent of the other lenders, to request that one or more lenders provide SBA Senior Finance II with increases in the Revolving Credit Facility or additional term loans provided that after giving effect to the proposed increase in Revolving Credit Facility commitments or incremental term loans the ratio of Consolidated Net Debt to Annualized Borrower EBITDA would not exceed 6.5 times. SBA Senior Finance II’s ability to request such increases in the Revolving Credit Facility or additional term loans is subject to its compliance with customary conditions set forth in the Senior Credit Agreement including compliance, on a pro forma basis, with the financial covenants and ratios set forth therein and, with respect to any additional term loan, an increase in the margin on existing term loans to the extent required by the terms of the Senior Credit Agreement. Upon SBA Senior Finance II’s request, each lender may decide, in its sole discretion, whether to increase all or a portion of its Revolving Credit Facility commitment or whether to provide SBA Senior Finance II with additional term loans and,

if so, upon what terms. As of December 31, 2023, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

On July 3, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II, amended its 2018 Term Loan and Revolving Credit Facility to replace LIBOR with Term SOFR as the benchmark interest rate and make related changes.

On January 25, 2024, the Company, through its wholly owned subsidiary SBA Senior Finance II, amended and restated its Senior Credit Agreement to (1) issue a new $2.3 billion Term Loan, (2) increase the total commitments under its Revolving Credit Facility from $1.5 billion to $1.75 billion, (3) extend the maturity date of its Revolving Credit Facility to January 25, 2029, and (4) amend certain other terms and conditions under the Senior Credit Agreement.

On February 23, 2024 the Company, through its wholly owned subsidiary, SBA Senior Finance II LLC, further increased the total commitments under the Revolving Credit Facility from $1.75 billion to $2.0 billion.

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility consists of a revolving loan under which up to $1.5 billion ($2.0 billion as amended February 23, 2024) aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing through the maturity date of July 7, 2026 (January 25, 2029 as amended). Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate (or Term SOFR as amended July 3, 2023) plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of unused commitment. Furthermore, the Revolving Credit Facility incorporates sustainability-linked targets which will adjust the Revolving Credit Facility’s applicable interest and commitment fee rates upward or downward based on how the Company performs against those targets. Borrowings under the Revolving Credit Facility may be used for general corporate purposes. 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 the period may not be reflective of the total amounts outstanding during such period.

The key terms of the Revolving Credit Facility are as follows:

		Unused
	Interest Rate	Commitment
	as of	Fee as of
	December 31, 2023 (1)	December 31, 2023 (2)
Revolving Credit Facility	6.435%	0.140%

(1)

(1)The rate reflected includes a 0.050% reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2022.

(2)The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2022.

The table below summarizes the Company’s Revolving Credit Facility activity during the years ended December 31, 2023 and 2022 (in thousands):

	For the year
	ended December 31,
	2023		2022
Beginning outstanding balance	$	720,000	$	350,000
Borrowings		190,000		975,000
Repayments		(730,000)		(605,000)
Ending outstanding balance	$	180,000	$	720,000

Subsequent to December 31, 2023, the Company repaid $110.0 million under the Revolving Credit Facility, and as of the date of this filing, $70.0 million was outstanding.

Term Loan under the Senior Credit Agreement

2018 Term Loan

On April 11, 2018, the Company, through its wholly owned subsidiary, SBA Senior Finance II, issued a term loan (the “2018 Term Loan”) under the amended and restated Senior Credit Agreement. The 2018 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.4 billion that matures on April 11, 2025. The 2018 Term Loan accrues interest, at SBA Senior Finance II’s election at either the Base Rate plus 75 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 175 basis points (with a zero Eurodollar Rate floor). The 2018 Term Loan was issued at 99.75% of par value. As of December 31, 2023, the 2018 Term Loan was accruing interest at 7.210% per annum. On July 3, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II, amended its 2018 Term Loan to replace LIBOR with Term SOFR as the benchmark interest rate. The amendment to Term SOFR includes a CSA of 0.10% which the Company includes as part of interest expense. On January 25, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II, retired the 2018 Term Loan.

Principal payments on the 2018 Term Loan were made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $6.0 million. The Company incurred financing fees of approximately $16.8 million in relation to this transaction, which were being amortized through the maturity date.

During the year ended December 31, 2023, the Company repaid an aggregate of $24.0 million of principal on the 2018 Term Loan. As of December 31, 2023, the 2018 Term Loan had a principal balance of $2.3 billion.

2024 Term Loan

On January 25, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II, issued a term loan (the “2024 Term Loan”) under the amended and restated Senior Credit Agreement. The 2024 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.3 billion that matures on January 25, 2031. The 2024 Term Loan accrues interest, at SBA Senior Finance II's election, at either the Base Rate plus 100 basis points (with a zero Base Rate floor) or at Term SOFR plus 200 basis points (with a floor of 0%). The 2024 Term Loan was issued at 99.75% of par value. The proceeds from the 2024 Term Loan were used to retire the 2018 Term Loan and to pay related fees and expenses.

Principal payments on the 2024 Term Loan will be made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $5.75 million beginning on June 30, 2024. The Company incurred financing fees of approximately $19.5 million in relation to this transaction, which are being amortized through the maturity date.

Interest Rate Swaps

On August 4, 2020, the Company, through its wholly owned subsidiary, SBA Senior Finance II, entered into an interest rate swap which swapped $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for an all-in fixed rate of 1.874% per annum through July 31, 2023.

On June 21, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II, amended its interest rate swap agreement which swapped $1.95 billion of notional value accruing interest at one month Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%) for an all-in fixed rate of 1.900% per annum from August 1, 2023 through January 25, 2024 (the repayment date of the 2018 Term Loan and issuance date of the 2024 Term Loan). The swap will remain in effect under the 2024 Term Loan and will swap $1.95 billion of notional value accruing interest at one month Term SOFR plus 200 basis points for an all-in fixed rate of 2.050% per annum through March 31, 2025. The Company concluded that the amendment to the interest rate swap qualifies for the relief provided by ASU 2021-01 and ASU 2022-06 and as such, did not de-designate its cash flow hedge.

On November 3, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II, entered into a forward-starting interest rate swap agreement which will swap $1.0 billion of notional value accruing interest at one month Term SOFR plus 200 basis points for an all-in fixed rate of 5.830% per annum. The swap has an effective start date of March 31, 2025 and a maturity date of April 11, 2028.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of December 31, 2023, the Company, through a New York common law trust (the “Trust”), had issued and outstanding an aggregate of $6.9 billion of Secured Tower Revenue Securities (“Tower Securities”). The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain of the Company’s subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower Security outstanding with the same interest rate and maturity date as the corresponding Tower Security. The mortgage loan will be paid from the operating cash flows from the aggregate 9,892 tower sites owned by the Borrowers as of December 31, 2023. The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

The Borrowers may prepay any of the mortgage loan components, in whole or in part, with no prepayment consideration, (1) within twelve months (in the case of the component corresponding to the 2019-1C Tower Securities, 2020-1C Tower Securities, 2021-1C Tower Securities, 2021-2C Tower Securities, and 2022-1C Tower Securities) or eighteen months (in the case of the components corresponding to the 2014-2C Tower Securities, 2020-2C Tower Securities, and 2021-3C Tower Securities) of the anticipated repayment date of such mortgage loan component, (2) with proceeds received as a result of any condemnation or casualty of any tower owned by the Borrowers or (3) during an amortization period. In all other circumstances, the Borrowers may prepay the mortgage loan, in whole or in part, upon payment of the applicable prepayment consideration. The prepayment consideration is determined based on the class of the Tower Securities to which the prepaid mortgage loan component corresponds and consists of an amount equal to the net present value associated with the portion of the principal balance being prepaid and calculated in accordance with the formula set forth in the mortgage loan agreement.

To the extent that the mortgage loan components corresponding to the Tower Securities are not fully repaid by their respective anticipated repayment dates, the interest rate of each such component will increase by the greater of (1) 5% and (2) the amount, if any, by which the sum of (x) the 10 year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth in the mortgage loan agreement) plus (z) 5%, exceeds the original interest rate for such component.

Pursuant to the terms of the Tower Securities, all rents and other sums due on any of the towers owned by the Borrowers are directly deposited by the lessees into a controlled deposit account and are held by the indenture trustee. The monies held by the indenture trustee after the release date are classified as short-term restricted cash on the Consolidated Balance Sheets (see Note 4). However, if the Debt Service Coverage Ratio, defined as the net cash flow (as defined in the mortgage loan agreement) divided by the amount of interest on the mortgage loan, servicing fees and trustee fees that the Borrowers are required to pay over the succeeding twelve months, as of the end of any calendar quarter, falls to 1.30x or lower, then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as “excess cash flow,” will be deposited into a reserve account instead of being released to the Borrowers. The funds in the reserve account will not be released to the Borrowers unless the Debt Service Coverage Ratio exceeds 1.30x for two consecutive calendar quarters. If the Debt Service Coverage Ratio falls below 1.15x as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the mortgage loan until such time that the Debt Service Coverage Ratio exceeds 1.15x for a calendar quarter. In addition, if any of the Tower Securities are not fully repaid by their respective anticipated repayment dates, the cash flow from the towers owned by the Borrowers will be trapped by the trustee for the Tower Securities and applied first to repay the interest, at the original interest rates, on the mortgage loan components underlying the Tower Securities, second to fund all reserve accounts and operating expenses associated with those towers, third to pay the management fees due to Network Management, fourth to repay principal of the Tower Securities and fifth to repay the additional interest discussed above. Furthermore, the advance rents reserve requirement states that the Borrowers are required to maintain an advance rents reserve at any time the monthly tenant Debt Service Coverage Ratio is equal to or less than 2:1 and for two calendar months after such coverage ratio again exceeds 2:1. The mortgage loan agreement, as amended, also includes covenants customary for mortgage loans subject to rated securitizations. Among other things, the Borrowers are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets.

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The table below sets forth the material terms of the Company’s outstanding Tower Securities as of December 31, 2023:

Security (1)	Issue Date	Amount Outstanding ‎(in millions)	Interest Rate (2)	Anticipated Repayment Date	Final Maturity Date
2014-2C Tower Securities	Oct. 15, 2014	$620.0	3.869%	Oct. 8, 2024	Oct. 8, 2049
2019-1C Tower Securities	Sep. 13, 2019	$1,165.0	2.836%	Jan. 12, 2025	Jan. 12, 2050
2020-1C Tower Securities	Jul. 14, 2020	$750.0	1.884%	Jan. 9, 2026	Jul. 11, 2050
2020-2C Tower Securities	Jul. 14, 2020	$600.0	2.328%	Jan. 11, 2028	Jul. 9, 2052
2021-1C Tower Securities	May 14, 2021	$1,165.0	1.631%	Nov. 9, 2026	May 9, 2051
2021-2C Tower Securities	Oct. 27, 2021	$895.0	1.840%	Apr. 9, 2027	Oct. 10, 2051
2021-3C Tower Securities	Oct. 27, 2021	$895.0	2.593%	Oct. 9, 2031	Oct. 10, 2056
2022-1C Tower Securities	Nov. 23, 2022	$850.0	6.599%	Jan. 11, 2028	Nov. 9, 2052

(1)The Company incurred $9.0 million, $12.8 million, $8.0 million, $6.4 million, $12.9 million, $9.5 million, $9.5 million, and $10.5 million in financing fees relating to the issuances of the 2014-2C Tower Securities, 2019-1C Tower Securities, 2020-1C Tower Securities, 2020-2C Tower Securities, 2021-1C Tower Securities, 2021-2C Tower Securities, 2021-3C Tower Securities, and 2022-1C Tower Securities, respectively. The financing fees are being amortized through the anticipated repayment date of the related Tower Security.

(2)Interest paid monthly.

The table below sets forth the material terms of the Company’s Tower Securities that have been repaid as of December 31, 2023:

Security (1)	Issue Date	Amount Outstanding ‎(in millions)	Interest Rate (2)	Anticipated Repayment Date	Actual Repayment Date
2013-2C Tower Securities	Apr. 18, 2013	$575.0	3.722%	Apr. 11, 2023	Oct. 14, 2021
2017-1C Tower Securities	Apr. 17, 2017	$760.0	3.168%	Apr. 11, 2022	May 14, 2021
2018-1C Tower Securities	Mar. 9, 2018	$640.0	3.448%	Mar. 9, 2023	Dec. 15, 2022

(1)The Company incurred $11.0 million, $10.2 million, and $8.6 million in financing fees relating to the issuances of the 2013-2C Tower Securities, 2017-1C Tower Securities, and 2018-1C Tower Securities, respectively, which were being amortized through the anticipated repayment date of the related Tower Security. In addition, the Company incurred $2.0 million, $2.0 million, and $0.4 million of deferred financing fees and accrued interest related to the repayment of the 2013-2C Tower Securities, 2017-1C Tower Securities, and 2018-1C Tower Securities, respectively, which are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.

(2)Interest was paid monthly.

Risk Retention Tower Securities

The table below sets forth the material terms of the Company’s outstanding Risk Retention Tower Securities as of December 31, 2023:

Security	Issue Date	Amount Outstanding ‎(in millions)	Interest Rate (1)	Anticipated Repayment Date	Final Maturity Date
2019-1R Tower Securities	Sep. 13, 2019	$61.4	4.213%	Jan. 12, 2025	Jan. 12, 2050
2020-2R Tower Securities	Jul. 14, 2020	$71.1	4.336%	Jan. 11, 2028	Jul. 9, 2052
2021-1R Tower Securities	May 14, 2021	$61.4	3.598%	Nov. 9, 2026	May 9, 2051
2021-3R Tower Securities	Oct. 27, 2021	$94.3	4.090%	Oct. 9, 2031	Oct. 10, 2056
2022-1R Tower Securities	Nov. 23, 2022	$44.8	7.870%	Jan. 11, 2028	Nov. 9, 2052

(1)Interest paid monthly.

To satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased the Risk Retention Tower Securities. Principal and interest payments made on the 2019-1R Tower Securities, 2020-2R Tower Securities, 2021-1R Tower Securities, 2021-3R Tower Securities, and 2022-1R Tower Securities eliminate in consolidation.

The table below sets forth the material terms of the Company’s Risk Retention Tower Securities that have been repaid as of December 31, 2023:

Security	Issue Date	Amount Outstanding ‎(in millions)	Interest Rate (1)	Anticipated Repayment Date	Final Maturity Date
2017-1R Tower Securities	Apr. 17, 2017	$40.0	4.459%	Apr. 11, 2022	May 14, 2021
2018-2R Tower Securities	Mar. 9, 2018	$33.7	4.949%	Mar. 9, 2023	Dec. 15, 2022

(1)Interest was paid monthly.

To satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased the Risk Retention Tower Securities. Principal and interest payments made on the 2017-1R Tower Securities and 2018-1R Tower Securities eliminated in consolidation.

Debt Covenants

As of December 31, 2023, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

Senior Notes

Indentures Governing Senior Notes

The Indentures governing the Senior Notes contain customary covenants, subject to a number of exceptions and qualifications, including restrictions on the ability of SBAC and Telecommunications to (1) incur additional indebtedness unless the Consolidated Indebtedness to Annualized Consolidated Adjusted EBITDA Ratio (as defined in the Indenture), pro forma for the additional indebtedness does not exceed, with respect to any fiscal quarter, 9.5x for SBAC, (2) merge, consolidate, or sell assets, (3) make restricted payments, including dividends or other distributions, (4) enter into transactions with affiliates, and (5) enter into sale and leaseback transactions and restrictions on the ability of the Restricted Subsidiaries of SBAC (as defined in the Indentures) to incur liens securing indebtedness.

The table below sets forth the material terms of the Company’s outstanding senior notes as of December 31, 2023:

Senior Notes (1)	Issue Date	Amount Outstanding ‎(in millions)	Interest Rate Coupon	Maturity Date	Interest Due Dates
2020 Senior Notes	Feb. 4, 2020	$1,500.0	3.875%	Feb. 15, 2027	Feb. 15 & Aug. 15
2021 Senior Notes	Jan. 29, 2021	$1,500.0	3.125%	Feb. 1, 2029	Feb. 1 & Aug. 1

(1)The Company incurred $18.0 million and $14.8 million in financing fees in relation to the issuance of the 2020 Senior Notes and 2021 Senior Notes, respectively. The financing fees are being amortized through the maturity date of the related senior note.

Each of the senior notes is subject to redemption, at the Company’s option, in whole or in part on or after the date set forth above. During the subsequent three twelve-month periods, the senior notes are redeemable, at the Company’s option, at reducing redemption prices based on the applicable interest rate coupon (as set forth in the indenture) plus accrued and unpaid interest. Subsequent to such date, the senior notes become redeemable until maturity at 100% of the principal plus accrued and unpaid interest. The Company may redeem the 2020 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices: February 15, 2024 at 100.969% or February 15, 2025 until maturity at 100.000%, of the principal amount of the 2020 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. The Company may redeem the 2021 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices: February 1, 2024 at 101.563%, February 1, 2025 at 100.781%, or February 1, 2026 until maturity at 100.000%, of the principal amount of the 2021 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.

‎

The table below sets forth the material terms of the Company’s Senior Notes that have been redeemed as of December 31, 2023:

Senior Notes	Issue Date	Amount Outstanding ‎(in millions)	Interest Rate Coupon	Financing fees at issuance (1) ‎(in millions)	Maturity Date	Redemption Date
2016 Senior Notes	Aug. 15, 2016	$1,100.0	4.875%	$12.8	Sep. 1, 2024	Nov. 8, 2021
2017 Senior Notes	Oct. 13, 2017	$750.0	4.000%	$8.9	Oct. 1, 2022	Feb. 11, 2021

(1)Financing fees were being amortized through the maturity date.

In connection with the redemption of the 2016 Senior Notes, the Company paid a $13.4 million call premium and expensed $10.3 million for the write-off of the original issue discount and financing fees. In connection with the redemption of the 2017 Senior Notes, the Company paid a $7.5 million call premium and expensed $4.2 million for the write-off of financing fees. These expenses are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.