(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
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| | | | | | | | | | | | Gross | | | | | | | | | | | | Life on Which |
| | | | | | | | | Cost | | | Amount | | | | Accumulated | | | | | | | | Depreciation |
| | | | | | | | | Capitalized | | | Carried | | | | Depreciation | | | | | | | | in Latest |
| | | | | | Initial | | | Subsequent | | | at Close | | | | at Close | | | | | | | | Income |
| | | | | | Cost to | | | to | | | of Current | | | | of Current | | Date of | | | Date | | | Statement is |
| Description | | | Encumbrances | | | Company | | | Acquisition | | | Period | | | | Period | | Construction | | | Acquired | | | Computed |
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| (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | |
| 32,403 sites | (1) | $ | 7,814,000 | (2) | | (3) | | | (3) | | $ | 5,833,338 | (4) | | $ | (3,133,061) | | Various | | | Various | | | Up 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, 2019, certain assets secure debt of $7.8 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.
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| | | | | | | | | | | | | | | | | 2019 | | | 2018 | | | 2017 | |
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| | | | | | | | | | | | | | | | | (in thousands) | | | | | | | |
| Gross amount at beginning | | | | | | | | | | | | | | | | | $ | 5,561,005 | | $ | 5,340,858 | | $ | 5,079,660 |
| Additions during period: | | | | | | | | | | | | | | | | | | | | | | | | |
| Acquisitions (1) | | | | | | | | | | | | | | | | | | 111,734 | | | 131,686 | | | 112,979 |
| Construction and related costs on new builds | | | | | | | | | | | | | | | | | | 48,975 | | | 54,237 | | | 70,361 |
| Augmentation and tower upgrades | | | | | | | | | | | | | | | | | | 63,998 | | | 49,201 | | | 43,288 |
| Land buyouts and other assets | | | | | | | | | | | | | | | | | | 39,298 | | | 37,032 | | | 41,657 |
| Tower maintenance | | | | | | | | | | | | | | | | | | 28,960 | | | 30,048 | | | 29,391 |
| Total additions | | | | | | | | | | | | | | | | | | 292,965 | | | 302,204 | | | 297,676 |
| Deductions during period: | | | | | | | | | | | | | | | | | | | | | | | | |
| Cost of real estate sold or disposed | | | | | | | | | | | | | | | | | | (856) | | | (1,083) | | | (1,027) |
| Impairment | | | | | | | | | | | | | | | | | | (9,587) | | | (17,130) | | | (34,101) |
| Other (2) | | | | | | | | | | | | | | | | | | (10,189) | | | (63,844) | | | (1,350) |
| Total deductions | | | | | | | | | | | | | | | | | | (20,632) | | | (82,057) | | | (36,478) |
| Balance at end | | | | | | | | | | | | | | | | | $ | 5,833,338 | | $ | 5,561,005 | | $ | 5,340,858 |
(1)Inclusive of changes between the final purchase price allocation and the preliminary purchase price allocations.
(2)Primarily represents cumulative translation adjustments related to changes in foreign currency exchange rates.
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| | | | | | | | | | | | | | | | | 2019 | | | 2018 | | | 2017 | |
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| | | | | | | | | | | | | | | | | (in thousands) | | | | | | | |
| Gross amount of accumulated depreciation at beginning | | | | | | | | | | | | | | | | | $ | (2,868,507) | | $ | (2,627,841) | | $ | (2,396,587) |
| Additions during period: | | | | | | | | | | | | | | | | | | | | | | | | |
| Depreciation | | | | | | | | | | | | | | | | | | (269,606) | | | (257,469) | | | (248,818) |
| Other (1) | | | | | | | | | | | | | | | | | | (83) | | | (25) | | | — |
| Total additions | | | | | | | | | | | | | | | | | | (269,689) | | | (257,494) | | | (248,818) |
| Deductions during period: | | | | | | | | | | | | | | | | | | | | | | | | |
| Amount of accumulated depreciation for assets sold or disposed | | | | | | | | | | | | | | | | | | 2,887 | | | 4,392 | | | 17,051 |
| Other (1) | | | | | | | | | | | | | | | | | | 2,248 | | | 12,436 | | | 513 |
| Total deductions | | | | | | | | | | | | | | | | | | 5,135 | | | 16,828 | | | 17,564 |
| Balance at end | | | | | | | | | | | | | | | | | $ | (3,133,061) | | $ | (2,868,507) | | $ | (2,627,841) |
(1)Primarily represents cumulative translation adjustments related to changes in foreign currency exchange rates.
(3) Exhibits
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| | | | 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 |
| 4.1 | | Description of Capital Stock | | 8-K | | 01/17/17 |
| 4.15A | | Form of Senior Indenture. | | S-3ASR (333-223449) | | 03/05/18 |
| 4.16A | | Form of Subordinated Indenture. | | S-3ASR (333-223449) | | 03/05/18 |
| 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 |
| 4.28 | | Indenture, dated as of October 13, 2017, between SBA Communications Corporation and U.S. Bank National Association. | | 8-K | | 10/16/17 |
| 4.29 | | Form of 4.00% Senior Notes due 2022 (included in Exhibit 4.28). | | 8-K | | 10/16/17 |
| 4.30 | | Indenture dated as of February 4, 2020, between SBA Communications Corporation and U.S. Bank National Association | | 8-K | | 02/07/20 |
| 4.31 | | Form of 3.875% Senior Notes due 2027 (included in Exhibit 4.30) | | 8-K | | 02/07/20 |
| 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 |
| 10.7B | | 2018 Refinancing Amendment, dated as of April 11, 2018, among SBA Senior Finance II LLC, as borrower, the banks and other financial institutions or entities party hereto as refinancing revolving lenders, continuing term lenders, additional term lenders or incremental amended term lenders and Toronto Dominion (Texas) LLC, as administrative agent and issuing lender. | | 8-K | | 04/11/18 |
| 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 |
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| 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 | | 07/08/16 |
| 10.12C | | Third Loan and Security Agreement Supplement and Amendment, dated as of April 17, 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-K | | 04/21/17 |
| 10.12D | | Fourth Loan and Security Agreement Supplement, dated as of March 9, 2018, 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 | | 03/15/18 |
| 10.12E | | Fifth Loan and Security Agreement Supplement, dated as of September 13, 2019, 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 | | 09/13/19 |
| 10.35G | | Employment Agreement, dated August 15, 2017, between SBA Communications Corporation and Jeffrey A. Stoops.† | | 10-Q | | Quarter ended September 30, 2017 |
| 10.35H | | Amendment to Employment Agreement, effective as of August 15, 2017, between SBA Communications Corporation and Jeffrey A. Stoops.† | | 10-K | | Year ended December 31, 2017 |
| 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 |
| 10.50A | | 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, 2016 |
| 10.57F | | Amended and Restated Employment Agreement, dated as of October 1, 2018, between SBA Communications Corporation and Kurt L. Bagwell.† | | 10-K | | Year ended December 31, 2018 |
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| 10.58F | | Amended and Restated Employment Agreement, dated as of October 1, 2018, between SBA Communications Corporation and Thomas P. Hunt.† | | 10-K | | Year ended December 31, 2018 |
| 10.75B | | SBA Communications Corporation 2018 Employee Stock Purchase Plan.† | | S-8 (333-225139) | | 05/23/18 |
| 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 |
| 10.85E | | Amended and Restated Employment Agreement, dated as of October 1, 2018, between SBA Communications Corporation and Brendan T. Cavanagh.† | | 10-K | | Year ended December 31, 2018 |
| 10.89A | | SBA Communications Corporation 2010 Performance and Equity Incentive Plan, as amended and restated.† | | 10-Q | | Quarter ended June 30, 2017 |
| 10.91 | | Form of Incentive Stock Option Agreement (U.S. and non-U.S. employees and officers) pursuant to SBA Communications Corporation 2010 Performance and Equity Incentive Plan, as amended and restated.† | | 10-Q | | Quarter ended September 30, 2018 |
| 10.92 | | Form of Restricted Stock Unit Agreement (U.S. and non-U.S. employees and officers) pursuant to SBA Communications Corporation 2010 Performance and Equity Incentive Plan, as amended and restated.† | | 10-Q | | Quarter ended September 30, 2018 |
| 10.93 | | Purchase Agreement, dated September 10, 2019, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto. | | 8-K | | 09/13/19 |
| 10.94 | | Registration Rights Agreement, dated February 4, 2020, between SBA Communications Corporation and Citigroup Global Markets Inc., as representative of the several initial purchasers listed on Schedule I thereto. | | 8-K | | 02/07/20 |
| 10.95 | | Purchase Agreement, dated January 21, 2020, between SBA Communications Corporation and Citigroup Global Markets Inc., as representative of the several initial purchasers listed on Schedule I thereto. | | 8-K | | 02/07/20 |
| 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.* | | | | |
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| 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.* | | | | |
| 104 | | Cover Page Interactive File (formatted in Inline XBRL and contained in Exhibit 101).* | | | | |
† Management contract or compensatory plan or arrangement.
** Furnished herewith.