Debt

9 Months Ended

Sep. 30, 2024

Debt [Abstract]

Debt

10.DEBT

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

		As of						As of
		September 30, 2024						December 31, 2023
	Maturity Date	Principal ‎Balance		Fair Value		Carrying ‎Value		Principal ‎Balance		Fair Value		Carrying ‎Value
Revolving Credit Facility (1)	Jan. 25, 2029	$	160,000	$	160,000	$	160,000	$	180,000	$	180,000	$	180,000
2018 Term Loan (2)	Apr. 11, 2025		—		—		—		2,268,000		2,273,670		2,263,343
2024 Term Loan (2)	Jan. 25, 2031		2,288,500		2,292,802		2,265,228		—		—		—
2014-2C Tower Securities (3)(4)	Oct. 8, 2024		620,000		619,442		619,957		620,000		606,540		619,145
2019-1C Tower Securities (3)(4)	Jan. 12, 2025		1,165,000		1,126,240		1,164,264		1,165,000		1,115,313		1,162,348
2020-1C Tower Securities (4)	Jan. 9, 2026		750,000		724,395		748,050		750,000		682,350		746,937
2020-2C Tower Securities (4)	Jan. 11, 2028		600,000		515,172		597,058		600,000		520,530		596,419
2021-1C Tower Securities (4)	Nov. 9, 2026		1,165,000		1,006,047		1,159,838		1,165,000		1,015,437		1,158,059
2021-2C Tower Securities (4)	Apr. 9, 2027		895,000		762,030		890,457		895,000		772,125		889,152
2021-3C Tower Securities (4)	Oct. 9, 2031		895,000		677,605		888,034		895,000		686,581		887,365
2022-1C Tower Securities (4)	Jan. 11, 2028		850,000		876,486		842,829		850,000		850,221		841,429
2020 Senior Notes	Feb. 15, 2027		1,500,000		1,465,830		1,492,258		1,500,000		1,438,815		1,489,965
2021 Senior Notes	Feb. 1, 2029		1,500,000		1,378,125		1,491,506		1,500,000		1,338,750		1,490,153
Total debt		$	12,388,500	$	11,604,174	$	12,319,479	$	12,388,000	$	11,480,332	$	12,324,315
Less: current maturities of long-term debt							(23,000)						(643,145)
Total long-term debt, net of current maturities						$	12,296,479					$	11,681,170

(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 (“2024 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)On October 11, 2024, the Company issued the 2024-1C Tower Securities and the 2024-2C Tower Securities (collectively the “2024 Tower Securities”) accruing interest at an all-in rate of 4.831% and 4.654%, respectively. Net proceeds from this offering were used to repay the aggregate principal amount of the 2014-2C Tower Securities ($620.0 million), and the remaining proceeds will be used to repay the aggregate principal amount of the 2019-1C Tower Securities ($1.165 billion), the 2019-1R Tower Securities ($61.4 million), and for general corporate purposes.

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

‎

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

	Interest	For the three months ended September 30,								For the nine months ended September 30,
	Rates as of	2024				2023				2024				2023
	September 30,	Cash		Non-cash		Cash		Non-cash		Cash		Non-cash		Cash		Non-cash
	2024	Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest
		(in thousands)
Revolving Credit Facility	5.925%	$	1,982	$	—	$	6,219	$	—	$	7,611	$	—	$	24,287	$	—
2018 Term Loan	—		—		—		15,615		6,803		3,253		1,867		44,898		23,701
2024 Term Loan (1)	2.760%		16,072		6,747		—		—		45,670		18,381		—		—
2014-2C Tower Securities	3.869%		6,046		—		6,046		—		18,138		—		18,138		—
2019-1C Tower Securities	2.836%		8,357		—		8,357		—		25,072		—		25,072		—
2020-1C Tower Securities	1.884%		3,598		—		3,598		—		10,793		—		10,793		—
2020-2C Tower Securities	2.328%		3,540		—		3,540		—		10,619		—		10,619		—
2021-1C Tower Securities	1.631%		4,870		—		4,870		—		14,567		—		14,567		—
2021-2C Tower Securities	1.840%		4,196		—		4,196		—		12,587		—		12,587		—
2021-3C Tower Securities	2.593%		5,873		—		5,873		—		17,619		—		17,619		—
2022-1C Tower Securities	6.599%		14,094		—		14,094		—		42,281		—		42,281		—
2020 Senior Notes	3.875%		14,531		92		14,531		92		43,594		274		43,594		274
2021 Senior Notes	3.125%		11,719		—		11,719		—		35,156		—		35,156		—
Other			833		353		664		1,003		2,672		2,193		2,224		5,680
Total		$	95,711	$	7,192	$	99,322	$	7,898	$	289,632	$	22,715	$	301,835	$	29,655

(1)The 2024 Term Loan has a blended rate of 2.760%, which includes the impact of the interest rate swaps. Excluding the impact of the interest rate swap, the 2024 Term Loan was accruing interest at 6.850% as of September 30, 2024. Refer to Note 17 for more information on the Company’s interest rate swap.

Terms of the Senior Credit Agreement

On January 25, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II LLC (“SBA Senior Finance II”), amended and restated its Senior Credit Agreement to (1) issue a new $2.3 billion Term Loan and retire the 2018 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, further increased the total commitments under the Revolving Credit Facility from $1.75 billion to $2.0 billion.

As of September 30, 2024, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

On October 2, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II, amended its Senior Credit Agreement to (1) reduce the stated rate of interest of the Initial Term Loans from, at SBA Senior Finance II’s election, the Base Rate plus 100 basis points or Term SOFR plus 200 basis points to, at SBA Senior Finance II’s election, the Base Rate plus 75 basis points or Term SOFR plus 175 basis points, and (2) amend certain other terms and conditions under the Senior Credit Agreement.

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility consists of a revolving loan under which up to $2.0 billion 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 January 25, 2029. 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 Rate 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
	September 30, 2024 (1)	September 30, 2024 (2)
Revolving Credit Facility	5.925%	0.140%

(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, 2023.

(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, 2023.

The table below summarizes the Company’s Revolving Credit Facility activity during the three and nine months ended September 30, 2024 and 2023 (in thousands):

	For the three months				For the nine months
	ended September 30,				ended September 30,
	2024		2023		2024		2023
Beginning outstanding balance	$	120,000	$	450,000	$	180,000	$	720,000
Borrowings		175,000		50,000		370,000		190,000
Repayments		(135,000)		(130,000)		(390,000)		(540,000)
Ending outstanding balance	$	160,000	$	370,000	$	160,000	$	370,000

Subsequent to September 30, 2024, the Company repaid $160.0 million under the Revolving Credit Facility, and as of the date of this filing, no amount remains outstanding.

Term Loan under the Senior Credit Agreement

2024 Term Loan

On January 25, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II, issued a 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 (as amended on October 2, 2024) accrues interest, at SBA Senior Finance II's election, at either the Base Rate (with a zero Base Rate floor) plus 75 basis points or at Term SOFR (with a floor of 0%) plus 175 basis points. 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. In connection with the repayment, the Company expensed $3.3 million of net deferred financing fees and $1.2 million of discount related to the debt.

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. The Company incurred financing fees of approximately $19.4 million in connection with this transaction, which are being amortized through the maturity date.

During the three and nine months ended September 30, 2024, the Company repaid an aggregate of $5.75 million and $11.5 million of principal on the 2024 Term Loan, respectively. As of September 30, 2024, the 2024 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

As of September 30, 2024, the entities that are borrowers on the mortgage loan (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. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers.

2014-2C Tower Securities

On October 11, 2024, the Company repaid the aggregate principal amount of the 2014-2C Tower Securities ($620.0 million) using proceeds from the issuance of the 2024 Tower Securities.

2024 Tower Securities

On October 11, 2024, the Company, through a New York common law trust (the “Trust”), issued $1.45 billion of 4.831% Secured Tower Revenue Securities Series 2024-1C, which have an anticipated repayment date of October 9, 2029 and a final maturity date of October 8, 2054 (the “2024-1C Tower Securities”) and $620.0 million of 5.115% Secured Tower Revenue Securities Series 2024-2C, which have an anticipated repayment date of October 8, 2027 and a final maturity date of October 8, 2054 (the “2024-2C Tower Securities”) (collectively the “2024 Tower Securities”). In anticipation of the issuance of the 2024-2C Tower Securities, the Company, through its wholly owned subsidiary, Senior Finance II, entered into a treasury lock agreement to fix the 2024-2C Tower Securities at an effective rate of 4.654%. The aggregate $2.07 billion of 2024 Tower Securities have a blended effective interest rate of 4.778% and a weighted average life through the anticipated repayment date of 4.4 years. Refer to Note 17 for more information on the Company’s treasury lock agreement.

Net proceeds from this offering were used to repay the aggregate principal amount of the 2014-2C Tower Securities ($620.0 million), and the remaining proceeds will be used to repay the aggregate principal amount of the 2019-1C Tower Securities ($1.165 billion), the 2019-1R Tower Securities ($61.4 million), and for general corporate purposes. $1.165 billion of the proceeds are being held in escrow, by the Trust, earning interest at the U.S. federal funds rate less 10 basis points until the repayment of the 2019-1C Tower Securities. The Company has incurred deferred financing fees of $17.6 million in connection with this transaction, which are being amortized through the anticipated repayment date of the 2024 Tower Securities.

In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended, SBA Guarantor, an affiliate of SBA Depositor, purchased $108.7 million of Secured Tower Revenue Securities Series 2024-1R issued by the Trust. These securities have an anticipated repayment date of October 9, 2029 and a final maturity date of October 8, 2054 (the “2024-1R Tower Securities”). The fixed interest rate on the 2024-1R Tower Securities is 6.252% per annum, payable monthly. Principal and interest payments made on the 2024-1R Tower Securities eliminate in consolidation.