SBA Communications Agrees to Acquire 3,252 Towers From TowerCo for $1.45 billion

SBA Communications Corporation SBAC ("SBA") announced today it has entered into a definitive merger agreement with certain affiliates of TowerCo that own 3,252 tower sites in 47 states across the U.S. and Puerto Rico. The consideration to be paid by SBA will be $1.2 billion in cash and 4.6 million shares of SBA Class A common stock, implying a total transaction value of $1.45 billion based on SBA's average three-day closing price of $54.48 as of June 22, 2012. The shares in the transaction will be subject to certain restrictions on transfer. The cash consideration shall be paid from a combination of cash on hand, existing credit facilities and up to $900 million in financing commitments from J.P. Morgan. The transaction, subject to customary closing conditions, is expected to close in the fourth quarter of 2012. Pro forma for the closing of the transaction, SBA expects that its net debt to annualized adjusted EBITDA ratio will be approximately 7.8x to 8.0x. SBA estimates the TowerCo assets will produce approximately $93 to $95 million in tower cash flow for the full calendar year 2013.