UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) October 8, 2008
SBA Communications Corporation
(Exact Name of Registrant as Specified in its Charter)
| Florida | 000-30110 | 65-0716501 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
| 5900 Broken Sound Parkway N.W. Boca Raton, FL |
33487 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (561) 995-7670
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 3.02 | Unregistered Sales of Equity Securities |
On October 8, 2008, SBA Communications Corporation (the “Company”) entered into two negotiated transactions pursuant to which the Company agreed to repurchase $60,500,000 in principal amount of its 0.375% Convertible Senior Notes due 2010 (the “0.375% Convertible Notes”) in exchange for 2,735,000 shares of the Company’s common stock, for an effective share price against principal indebtedness repurchased of $22.12. The transactions will settle by October 13, 2008. The notes repurchased represent 17.3% of the $350 million 0.375% Convertible Notes outstanding.
The shares will be issued in reliance upon the exemption from registration provided in Section 3(a)(9) of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SBA COMMUNICATIONS CORPORATION | ||||
| By: | /s/ Brendan T. Cavanagh | |||
| Brendan T. Cavanagh | ||||
| Senior Vice President and Chief Financial Officer | ||||
| Dated: October 8, 2008 | ||||