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

Schedule III—Schedule of Real Estate and Accumulated Depreciation (see below)

All other schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes thereto included in this Form 10-K.

Schedule III—Schedule of Real Estate and Accumulated Depreciation

Life on Which
CostAccumulatedDepreciation
CapitalizedGross AmountDepreciationin Latest
InitialSubsequentCarried at Closeat CloseIncome
Cost totoof Currentof CurrentDate ofDateStatement is
DescriptionEncumbrancesCompanyAcquisitionPeriodPeriodConstructionAcquiredComputed
(in thousands)
27,909 sites (1)$6,805,000(2)(3)(3)$5,340,858(4)$(2,627,841)VariousVariousUp to 20 years
(1)No single site exceeds 5% of the aggregate gross amounts at which the assets were carried at the close of the period set forth in the table above.
(2)As of December 31, 2017, certain assets secure debt of $6.8 billion.
(3)The Company has omitted this information, as it would be impracticable to compile such information on a site-by-site basis.
(4)Does not include those sites under construction.
201720162015
(in thousands)
Gross amount at beginning$5,079,660$4,839,874$4,577,296
Additions during period:
Acquisitions (1)112,97972,456203,441
Construction and related costs on new builds70,36158,14387,088
Augmentation and tower upgrades43,28837,86152,146
Land buyouts and other assets41,65744,57447,148
Tower maintenance29,39128,25727,123
Other (2)—45,829—
Total additions297,676287,120416,946
Deductions during period:
Cost of real estate sold or disposed(1,027)(12,842)(26,506)
Impairment(34,102)(34,491)(34,373)
Other (2)(1,350)—(93,489)
Total deductions:(36,479)(47,334)(154,368)
Balance at end$5,340,858$5,079,660$4,839,874
(1)Inclusive of changes between the final purchase price allocation and the preliminary purchase price allocations.
201720162015
(in thousands)
Gross amount of accumulated depreciation at beginning$(2,396,587)$(2,160,530)$(1,912,906)
Additions during period:
Depreciation(248,818)(254,982)(282,831)
Other (2)—(5,557)—
Total additions(248,818)(260,539)(282,831)
Deductions during period:
Amount of accumulated depreciation for assets sold or disposed17,05124,48325,909
Other (2)513—9,298
Total deductions17,56424,48335,207
Balance at end$(2,627,841)$(2,396,587)$(2,160,530)
(2)Primarily represents cumulative translation adjustments related to changes in foreign currency exchange rates.
(3)Exhibits
Incorporated by Reference
Exhibit Nb.Exhibit DescriptionFormPeriod Covered or Date of Filing
2.1Agreement and Plan of Merger, by and between SBA Communications Corporation and SBA Communications REIT Corporation, dated November 10, 2016.8-K01/17/17
3.1Amended and Restated Articles of Incorporation of SBA Communications Corporation, effective as of January 13, 2017.8-K01/17/17
3.2Articles of Merger, effective as of January 13, 2017.8-K01/17/17
3.3Second Amended and Restated Bylaws of SBA Communications Corporation, effective as of January 14, 2017.8-K01/18/17
4.15AForm of Senior Indenture.S-3ASR (333-202477)03/03/15
4.16AForm of Subordinated Indenture.S-3ASR (333-202477)03/03/15
4.24Indenture, dated July 1, 2014, between SBA Communications Corporation and U.S. Bank National Association.8-K07/01/14
4.24ASupplemental 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-K01/17/17
4.25Form of 4.875% Senior Notes due 2022 (included in Exhibit 4.24).8-K07/01/14
4.26Indenture, dated August 15, 2016, between SBA Communications Corporation and U.S. Bank National Association.8-K08/16/16
4.26ASupplemental 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-K01/17/17
4.27Form of 4.875% Senior Notes due 2024 (included in Exhibit 4.26).8-K08/16/16
4.28Indenture, dated as of October 13, 2017, between SBA Communications Corporation and U.S. Bank National Association8-K10/16/17
4.29Form of 4.00% Senior Notes due 2022 (included in Exhibit 4.28).8-K10/16/17
10.1SBA 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
10.32015 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-KYear ended December 31, 2014
10.4Purchase 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-K04/23/13
10.5Incremental 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-QQuarter ended June 30, 2015
10.6Purchase 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-K10/09/15
10.7Second 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-K02/13/14
10.7ASeventh 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-KYear ended December 31, 2016
10.8Second 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-K02/13/14
10.11Purchase 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-K10/10/14
10.12Second 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-QQuarter ended September 30, 2014
10.12AFirst 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-K10/20/15
10.12BSecond 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-K07/08/16
10.12CThird Loan and Security Agreement Supplement and Amendment, dated as of April 7, 2017, 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-K04/21/17
10.13Purchase 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-K06/24/16
10.14Purchase 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-K08/02/16
10.15Registration Rights Agreement, dated August 15, 2016, among SBA Communications Corporation and the several initial purchasers listed on Schedule I thereto (incorporated by reference to Exhibit 10.16 to the Form 8-K filed on August 16, 2016).8-K08/16/16
10.16Purchase Agreement, dated April 4, 2017, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto.8-K04/07/17
10.17Registration Rights Agreement, dated October 13, 2017, between SBA Communications Corporation and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers listed on Schedule I thereto.8-K10/16/17
10.18Purchase Agreement, dated September 28, 2017, between SBA Communications Corporation and Citigroup Global Markets, Inc. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers listed on Schedule I thereto.8-KQuarter ended September 30, 2017
10.19Purchase Agreement, dated February 16, 2018, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto.8-K02/22/18
10.332001 Equity Participation Plan as Amended and Restated on May 16, 2002.†DEF 14A04/16/02
10.35GEmployment Agreement, dated August 15, 2017, between SBA Communications Corporation and Jeffrey A. Stoops.†10-QQuarter ended September 30, 2017
10.35HAmendment to Employment Agreement, effective as of August 15, 2017, between SBA Communications Corporation and Jeffrey A. Stoops.†*
10.50Management Agreement, dated as of November 18, 2005, by and among SBA Properties, Inc., SBA Network Management, Inc. and SBA Senior Finance, Inc.10-KYear ended December 31, 2005
10.57DAmended and Restated Employment Agreement, dated as of December 7, 2015, between SBA Communications Corporation and Kurt L. Bagwell.†10-KYear ended December 31, 2015
10.57EAmendment to Amended and Restated Employment Agreement, effective as of December 7, 2015, between SBA Communications Corporation and Kurt L. Bagwell.†*
10.58DAmended and Restated Employment Agreement, dated as of December 7, 2015, between SBA Communications Corporation and Thomas P. Hunt.†10-KYear ended December 31, 2015
10.58EAmendment to Amended and Restated Employment Agreement, effective as of December 7, 2015, between SBA Communications Corporation and Thomas P. Hunt.†*
10.60Joinder 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-KYear ended December 31, 2006
10.75ASBA Communications Corporation 2008 Employee Stock Purchase Plan, as amended on May 4, 2011.†10-QQuarter ended June 30, 2011
10.76Form of Indemnification Agreement dated January 15, 2009 between SBA Communications Corporation and its directors and certain officers.10-KYear ended December 31, 2008
10.85CAmended and Restated Employment Agreement, dated as of December 7, 2015, between SBA Communications Corporation and Brendan T. Cavanagh.†10-KYear ended December 31, 2015
10.85DAmendment to Amended and Restated Employment Agreement, effective as of December 7, 2015, between SBA Communications Corporation and Brendan T. Cavanagh.†*
10.89ASBA Communications Corporation 2010 Performance and Equity Incentive Plan, as amended and restated.†10-QQuarter ended June 30, 2017
21Subsidiaries.*
23.1Consent of Ernst & Young LLP.*
31.1Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
32.2Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
101.INSXBRL Instance Document.*
101.SCHXBRL Taxonomy Extension Schema Document.*
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.*
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.*
101.LABXBRL Taxonomy Extension Label Linkbase Document.*
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.*

† Management contract or compensatory plan or arrangement.

  • Filed herewith.

** Furnished herewith.

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