Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
(1) Financial Statements
See Item 8 for Financial Statements included with this Annual Report on Form 10-K.
(2) Financial Statement Schedules
None.
| (3) | Exhibits |
|---|
| Incorporated by Reference | ||||||
| Exhibit Nb. | Exhibit Description | Form | Period Covered or Date of Filing | |||
| 2.1 | Agreement and Plan of Merger, by and between SBA Communications Corporation and SBA Communications REIT Corporation, dated November 10, 2016. | 8-K | 01/17/17 | |||
| 3.1 | Amended and Restated Articles of Incorporation of SBA Communications Corporation, effective as of January 13, 2017. | 8-K | 01/17/17 | |||
| 3.2 | Articles of Merger, effective as of January 13, 2017. | 8-K | 01/17/17 | |||
| 3.3 | Second Amended and Restated Bylaws of SBA Communications Corporation, effective as of January 14, 2017. | 8-K | 01/18/17 | |||
| 4.15A | Form of Senior Indenture. | S-3ASR (333-202477) | 03/03/15 | |||
| 4.16A | Form of Subordinated Indenture. | S-3ASR (333-202477) | 03/03/15 | |||
| 4.20 | Indenture, dated July 13, 2012, between SBA Telecommunications, Inc., SBA Communications Corporation and U.S. Bank National Association. | 8-K | 07/16/12 |
| 4.21 | Form of 5.75% Senior Notes due 2020 (included in Exhibit 4.20). | 8-K | 07/16/12 | |||
|---|---|---|---|---|---|---|
| 4.22 | Indenture, dated as of September 28, 2012, between SBA Communications Corporation and U.S. Bank National Association. | 8-K | 09/28/12 | |||
| 4.23 | Form of 5.625% Senior Notes due 2019 (included in Exhibit 4.22). | 8-K | 09/28/12 | |||
| 4.24 | Indenture, dated July 1, 2014, between SBA Communications Corporation and U.S. Bank National Association. | 8-K | 07/01/14 | |||
| 4.24A | Supplemental Indenture, dated as of January 13, 2017, between SBA Communications Corporation and U.S. Bank National Association, to the Indenture dated as of July 1, 2014, between SBA Communications Corporation and U.S. Bank National Association. | 8-K | 01/17/17 | |||
| 4.25 | Form of 4.875% Senior Notes due 2022 (included in Exhibit 4.24). | 8-K | 07/01/14 | |||
| 4.26 | Indenture, dated August 15, 2016, between SBA Communications Corporation and U.S. Bank National Association. | 8-K | 08/16/16 | |||
| 4.26A | Supplemental Indenture, dated as of January 13, 2017, between SBA Communications Corporation and U.S. Bank National Association, to the Indenture dated as of August 15, 2016, between SBA Communications Corporation and U.S. Bank National Association. | 8-K | 01/17/17 | |||
| 4.27 | Form of 4.875% Senior Notes due 2024 (included in Exhibit 4.26). | 8-K | 08/16/16 | |||
| 10.1 | SBA Communications Corporation Registration Rights Agreement dated as of March 5, 1997, among the Company, Steven E. Bernstein, Ronald G. Bizick, II and Robert Grobstein. | S-4 (333-50219) | 04/15/98 | |||
| 10.2 | Purchase Agreement, dated July 26, 2012, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto. | 10-Q | Quarter ended September 30, 2012 | |||
| 10.3 | 2015 Revolving Refinancing Amendment, dated as of February 5, 2015, among SBA Senior Finance II, as borrower, the several lenders from time to time parties thereto, and Toronto Dominion (Texas) LLC, as administrative agent. | 10-K | Year ended December 31, 2014 | |||
| 10.4 | Purchase Agreement, dated April 4, 2013, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto. | 8-K | 04/23/13 | |||
| 10.5 | Incremental Term Loan B-2 Amendment, dated as of June 10, 2015, among SBA Senior Finance II LLC, as borrower, the several lenders from time to time parties thereto, and Toronto Dominion (Texas) LLC, as administrative agent. | 10-Q | Quarter ended June 30, 2015 | |||
| 10.6 | Purchase Agreement, dated October 6, 2015, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto. | 8-K | 10/09/15 |
| 10.7 | Second Amended and Restated Credit Agreement, dated as of February 7, 2014, among SBA Senior Finance II LLC, as borrower, the several lenders from time to time parties thereto, Citigroup Global Capital Markets Inc. and Barclays Bank PLC, as incremental tranche B-1 term loan joint lead arrangers and syndication agents, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, The Royal Bank of Scotland plc and Wells Fargo Securities, LLC, as co-incremental Tranche B-1 term loan documentation agents, and Toronto Dominion (Texas) LLC, as administrative agent. | 8-K | 02/13/14 | |||
|---|---|---|---|---|---|---|
| 10.7A | Seventh Amendment, dated as of January 20, 2017, among SBA Senior Finance II LLC, as borrower, the lenders parties thereto, and Toronto Dominion (Texas) LLC, as administrative agent.* | |||||
| 10.8 | Second Amended and Restated Guarantee and Collateral Agreement, dated as of February 7, 2014, among SBA Communications Corporation, SBA Telecommunications, LLC, SBA Senior Finance, LLC, SBA Senior Finance II LLC and certain of its subsidiaries, as identified in the Second Amended and Restated Guarantee and Collateral Agreement, in favor of Toronto Dominion (Texas) LLC, as administrative agent. | 8-K | 02/13/14 | |||
| 10.9 | Purchase Agreement, dated June 17, 2014, among SBA Communications Corporation, U.S. Bank National Association, as trustee, and the several initial purchasers listed on Schedule I thereto. | 8-K | 06/23/14 | |||
| 10.10 | Registration Rights Agreement, dated July 1, 2014, among SBA Communications Corporation and the several initial purchasers listed on Schedule I thereto. | 8-K | 07/01/14 | |||
| 10.11 | Purchase Agreement, dated October 7, 2014, among SBA Senior Finance, LLC, Deutsche Bank Trust Company, as trustee, and several initial purchasers listed on Schedule I thereto. | 8-K | 10/10/14 | |||
| 10.12 | Second Amended and Restated Loan and Security Agreement, dated as of October 15, 2014, among SBA Properties, LLC, SBA Sites, LLC, SBA Structures, LLC, SBA Infrastructure, LLC, SBA Monarch Towers III, LLC, SBA 2012 TC Assets PR, LLC, SBA 2012 TC Assets, LLC, SBA Towers IV, LLC, SBA Monarch Towers I, LLC, SBA Towers USVI, Inc., SBA GC Towers, LLC, SBA Towers VII, LLC and any Additional Borrower or Borrowers that may become a party thereto and Midland Loan Services, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee. | 10-Q | Quarter ended September 30, 2014 | |||
| 10.12A | First Loan and Security Agreement Supplement and Amendment, dated as of October 14, 2015, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee. | 8-K | 10/20/15 | |||
| 10.12B | Second Loan and Security Agreement Supplement, dated as of July 7, 2016, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee. | 8-K | 07/08/2016 |
| 10.13 | Purchase Agreement, dated June 21, 2016, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto. | 8-K | 06/24/2016 | |||
|---|---|---|---|---|---|---|
| 10.14 | Purchase Agreement, dated August 1, 2016, between SBA Communications Corporation and Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers listed on Schedule 1 thereto. | 8-K | 08/02/2016 | |||
| 10.15 | Registration Rights Agreement, dated August 15, 2016, among SBA Communications Corporation and the several initial purchasers listed on Schedule I thereto. | 8-K | 08/16/16 | |||
| 10.33 | 2001 Equity Participation Plan as Amended and Restated on May 16, 2002.† | DEF 14A | 04/16/02 | |||
| 10.35F | Employment Agreement, dated October 30, 2014, between SBA Communications Corporation and Jeffrey A. Stoops.† | 10-K | Year ended December 31, 2014 | |||
| 10.50 | Management Agreement, dated as of November 18, 2005, by and among SBA Properties, Inc., SBA Network Management, Inc. and SBA Senior Finance, Inc. | 10-K | Year ended December 31, 2005 | |||
| 10.57D | Amended and Restated Employment Agreement, dated as of December 7, 2015, between SBA Communications Corporation and Kurt L. Bagwell.† | 10-K | Year ended December 31, 2015 | |||
| 10.58D | Amended and Restated Employment Agreement, dated as of December 7, 2015, between SBA Communications Corporation and Thomas P. Hunt.† | 10-K | Year ended December 31, 2015 | |||
| 10.60 | Joinder and Amendment to Management Agreement, dated November 6, 2006, by and among SBA Properties, Inc., SBA Towers, Inc., SBA Puerto Rico, Inc., SBA Sites, Inc., SBA Towers USVI, Inc., and SBA Structures, Inc., and SBA Network Management, Inc., and SBA Senior Finance, Inc. | 10-K | Year ended December 31, 2006 | |||
| 10.75A | SBA Communications Corporation 2008 Employee Stock Purchase Plan, as amended on May 4, 2011.† | 10-Q | Quarter ended June 30, 2011 | |||
| 10.76 | Form of Indemnification Agreement dated January 15, 2009 between SBA Communications Corporation and its directors and certain officers. | 10-K | Year ended December 31, 2008 | |||
| 10.85C | Amended and Restated Employment Agreement, dated as of December 7, 2015, between SBA Communications Corporation and Brendan T. Cavanagh.† | 10-K | Year ended December 31, 2015 | |||
| 10.89 | SBA Communications Corporation 2010 Performance and Equity Incentive Plan.† | S-8 (333-166969) | 05/20/10 | |||
| 21 | Subsidiaries.* | |||||
| 23.1 | Consent of Ernst & Young LLP.* | |||||
| 31.1 | Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |||||
| 31.2 | Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |||||
| 32.1 | Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** |
| 32.2 | Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** | |||||
|---|---|---|---|---|---|---|
| 101.INS | XBRL Instance Document.* | |||||
| 101.SCH | XBRL Taxonomy Extension Schema Document.* | |||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document.* | |||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document.* | |||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document.* | |||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document.* |
† Management contract or compensatory plan or arrangement.
- Filed herewith.
** Furnished herewith.
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