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Debt
 6 Months Ended
Jun. 30, 2024
Debt [Abstract]  
Debt 10.DEBT

The principal balances, fair values, and carrying values of debt consist of the following (in thousands):

As of

As of

June 30, 2024

December 31, 2023

Maturity Date

Principal
‎Balance

Fair Value

Carrying
‎Value

Principal
‎Balance

Fair Value

Carrying
‎Value

Revolving Credit Facility (1)

Jan. 25, 2029

$

120,000 

$

120,000 

$

120,000 

$

180,000 

$

180,000 

$

180,000 

2018 Term Loan (2)

Apr. 11, 2025

—

—

—

2,268,000 

2,273,670 

2,263,343 

2024 Term Loan (2)

Jan. 25, 2031

2,294,250 

2,297,118 

2,270,260 

—

—

—

2014-2C Tower Securities (3)

Oct. 8, 2024

620,000 

615,350 

619,684 

620,000 

606,540 

619,145 

2019-1C Tower Securities (3)

Jan. 12, 2025

1,165,000 

1,138,007 

1,163,621 

1,165,000 

1,115,313 

1,162,348 

2020-1C Tower Securities (3)

Jan. 9, 2026

750,000 

680,460 

747,677 

750,000 

682,350 

746,937 

2020-2C Tower Securities (3)

Jan. 11, 2028

600,000 

520,554 

596,844 

600,000 

520,530 

596,419 

2021-1C Tower Securities (3)

Nov. 9, 2026

1,165,000 

1,016,556 

1,159,242 

1,165,000 

1,015,437 

1,158,059 

2021-2C Tower Securities (3)

Apr. 9, 2027

895,000 

769,986 

890,020 

895,000 

772,125 

889,152 

2021-3C Tower Securities (3)

Oct. 9, 2031

895,000 

684,684 

887,809 

895,000 

686,581 

887,365 

2022-1C Tower Securities (3)

Jan. 11, 2028

850,000 

870,281 

842,349 

850,000 

850,221 

841,429 

2020 Senior Notes

Feb. 15, 2027

1,500,000 

1,429,155 

1,491,486 

1,500,000 

1,438,815 

1,489,965 

2021 Senior Notes

Feb. 1, 2029

1,500,000 

1,348,125 

1,491,051 

1,500,000 

1,338,750 

1,490,153 

Total debt

$

12,354,250 

$

11,490,276 

$

12,280,043 

$

12,388,000 

$

11,480,332 

$

12,324,315 

Less: current maturities of long-term debt

(1,806,304)

(643,145)

Total long-term debt, net of current maturities

$

10,473,739 

$

11,681,170 

(1)On January 25, 2024, the Company amended its Revolving Credit Facility to extend the maturity date to January 25, 2029 as

well as amend certain other terms and conditions under the Senior Credit Agreement. For further discussion of the amendments, refer to “Terms of the Senior Credit Agreement” below.

(2)On January 25, 2024, the Company repaid its 2018 Term Loan and issued a new $2.3 billion Term Loan (“2024 Term Loan”) with a maturity date of January 25, 2031. For further discussion of the amendments, refer to “Term Loan under the Senior Credit Agreement” below.

(3)The maturity date represents the anticipated repayment date for each issuance.

The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:

Interest

For the three months ended June 30,

For the six months ended June 30,

Rates as of

2024

2023

2024

2023

June 30,

Cash

Non-cash

Cash

Non-cash

Cash

Non-cash

Cash

Non-cash

2024

Interest

Interest

Interest

Interest

Interest

Interest

Interest

Interest

(in thousands)

Revolving Credit Facility

6.415%

$

3,161 

$

—

$

8,782 

$

—

$

5,630 

$

—

$

18,068 

$

—

2018 Term Loan

—

—

—

14,920 

7,678 

3,253 

1,867 

29,284 

16,899 

2024 Term Loan (1)

2.845%

16,619 

6,679 

—

—

29,598 

11,626 

—

—

2014-2C Tower Securities

3.869%

6,046 

—

6,046 

—

12,092 

—

12,092 

—

2019-1C Tower Securities

2.836%

8,357 

—

8,357 

—

16,714 

—

16,714 

—

2020-1C Tower Securities

1.884%

3,598 

—

3,598 

—

7,195 

—

7,195 

—

2020-2C Tower Securities

2.328%

3,540 

—

3,540 

—

7,079 

—

7,079 

—

2021-1C Tower Securities

1.631%

4,851 

—

4,851 

—

9,697 

—

9,697 

—

2021-2C Tower Securities

1.840%

4,196 

—

4,196 

—

8,391 

—

8,391 

—

2021-3C Tower Securities

2.593%

5,873 

—

5,873 

—

11,746 

—

11,746 

—

2022-1C Tower Securities

6.599%

14,094 

—

14,094 

—

28,187 

—

28,187 

—

2020 Senior Notes

3.875%

14,531 

95 

14,531 

91 

29,063 

190 

29,063 

182 

2021 Senior Notes

3.125%

11,719 

—

11,719 

—

23,438 

—

23,438 

—

Other

945 

306 

781 

(251)

1,838 

1,840 

1,560 

4,676 

Total

$

97,530 

$

7,080 

$

101,288 

$

7,518 

$

193,921 

$

15,523 

$

202,514 

$

21,757 

(1)The 2024 Term Loan has a blended rate of 2.845%, which includes the impact of the interest rate swaps. Excluding the impact of the interest rate swap, the 2024 Term Loan was accruing interest at 7.350% as of June 30, 2024. Refer to Note 17 for more information on the Company’s interest rate swap.

Terms of the Senior Credit Agreement

On January 25, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II LLC (“SBA Senior Finance II”), amended and restated its Senior Credit Agreement to (1) issue a new $2.3 billion Term Loan and retire the 2018 Term Loan, (2) increase the total commitments under its Revolving Credit Facility from $1.5 billion to $1.75 billion, (3) extend the maturity date of its Revolving Credit Facility to January 25, 2029, and (4) amend certain other terms and conditions under the Senior Credit Agreement.

On February 23, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II, further increased the total commitments under the Revolving Credit Facility from $1.75 billion to $2.0 billion.

As of June 30, 2024, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility consists of a revolving loan under which up to $2.0 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing through the maturity date of January 25, 2029. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate or Term SOFR Rate plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of unused commitment. Furthermore, the Revolving Credit Facility incorporates sustainability-linked targets which will adjust the Revolving Credit Facility’s applicable interest and commitment fee rates upward or downward based on how the Company

performs against those targets. Borrowings under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of the period may not be reflective of the total amounts outstanding during such period.

The key terms of the Revolving Credit Facility are as follows:

Unused

Interest Rate

Commitment

as of

Fee as of

June 30, 2024 (1)

June 30, 2024 (2)

Revolving Credit Facility

6.415%

0.140%

(1)The rate reflected includes a 0.050% reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2023.

(2)The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2023.

The table below summarizes the Company’s Revolving Credit Facility activity during the three and six months ended June 30, 2024 and 2023 (in thousands):

For the three months

For the six months

ended June 30,

ended June 30,

2024

2023

2024

2023

Beginning outstanding balance

$

195,000

$

675,000

$

180,000

$

720,000

Borrowings

70,000

—

195,000

140,000

Repayments

(145,000)

(225,000)

(255,000)

(410,000)

Ending outstanding balance

$

120,000

$

450,000

$

120,000

$

450,000

Subsequent to June 30, 2024, the Company repaid $90.0 million and borrowed $20.0 million under the Revolving Credit Facility, and as of the date of this filing, $50.0 million was outstanding.

Term Loan under the Senior Credit Agreement

2024 Term Loan

On January 25, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II, issued a term loan under the amended and restated Senior Credit Agreement. The 2024 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.3 billion that matures on January 25, 2031. The 2024 Term Loan accrues interest, at SBA Senior Finance II's election, at either the Base Rate plus 100 basis points (with a zero Base Rate floor) or at Term SOFR plus 200 basis points (with a floor of 0%). The 2024 Term Loan was issued at 99.75% of par value. The proceeds from the 2024 Term Loan were used to retire the 2018 Term Loan and to pay related fees and expenses. In connection with the repayment, the Company expensed $3.3 million of net deferred financing fees and $1.2 million of discount related to the debt.

Principal payments on the 2024 Term Loan will be made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $5.75 million beginning on June 30, 2024. The Company incurred financing fees of approximately $19.4 million in relation to this transaction, which are being amortized through the maturity date.

During the three and six months ended June 30, 2024, the Company repaid an aggregate of $5.75 million of principal on the 2024 Term Loan. As of June 30, 2024, the 2024 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

As of June 30, 2024, the entities that are borrowers on the mortgage loan (the “Borrowers”) met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers.