As filed with the Securities and Exchange Commission on May 10, 201723, 2018

RegistrationNo. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SBA COMMUNICATIONS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

8051 Congress Avenue

Boca Raton, Florida 33487

(561)995-7670

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Thomas P. Hunt, Esq.

Executive Vice President, Chief Administrative Officer and General Counsel

8051 Congress Avenue

Boca Raton, Florida 33487

(561)995-7670

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Kara L. MacCullough, Esq.

Greenberg Traurig, P.A.

401 East Las Olas Boulevard, Suite 2000

Fort Lauderdale, FL 33301

(954)765-0500

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

Calculation of Registration Fee

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not consummate the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell or exchange these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer, sale or exchange is not permitted.

Subject to Completion, Dated May 10, 201723, 2018

PROSPECTUS

SBA COMMUNICATIONS CORPORATION

Offer to Exchange

$1,100,000,000    4.875%750,000,000 4.000% Senior Notes due 20242022

for

$1,100,000,000    4.875%750,000,000 4.000% Senior Notes due 2024,2022, that have been registered under the Securities Act

SBA Communications Corporation is offering to exchange all of the outstanding unregistered $1,100,000,000 4.875%$750,000,000 4.000% Senior Notes due 2024,2022, which we refer to as the “Original Notes,” for registered $1,100,000,000 4.875%$750,000,000 4.000% Senior Notes due 2024,2022, which we refer to as the “Exchange Notes.”

Material Terms of the Exchange Offer:

Material Terms of the Exchange Notes:

See the Section entitled “Risk Factors” that begins on page 7 for a discussion of the risks that you should consider prior to tendering your Original Notes in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Exchange Notes to be distributed in the exchange offer or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 2017.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with any information or represent anything about us, our financial results or this offering that is not contained in this prospectus. If given or made, any such other information or representation should not be relied upon as having been authorized by us. We are not making an offer to exchange Original Notes in any state where the offer is not permitted.

Currently, all of the Original Notes are held in book-entry form at The Depository Trust Company, or DTC. Consequently, no letter of transmittal will be used in connection with the exchange offer. The valid electronic transmission of acceptance through DTC’s Automated Tender Offer Program, or ATOP, shall constitute delivery of Original Notes in connection with the exchange offer. There are no guaranteed delivery procedures for the exchange offer.

This prospectus contains summaries of the material terms of certain documents and refers you to certain documents that we have filed with the Securities and Exchange Commission, (the “Commission”).or the Commission. See “Where You Can Find More Information; Incorporation by Reference.” Copies of these documents, except for certain exhibits and schedules, will be made available to you without charge upon written or oral request to:

SBA Communications Corporation

8051 Congress Avenue

Boca Raton, Florida 33487

Phone(561) 995-7670

Fax(561) 998-3448

In order to obtain timely delivery of such materials, you must request information from us no later than five business days prior to the expiration of the exchange offer.

The information in this prospectus is current only as of the date on its cover, and may change after that date. The information in any document incorporated by reference in this prospectus is current only as of the date of any such document. For any time after the cover date of this prospectus, we do not represent that our affairs are the same as described or that the information in this prospectus is correct—nor do we imply those things by delivering this prospectus or issuing Exchange Notes to you.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that byBy so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We agree that, starting on the expiration date and ending on the close of business one year after the expiration date, itwe will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

i

TABLE OF CONTENTS

Unless otherwise indicated or the context otherwise requires, when used in this prospectus, the terms “SBA,” “SBA Communications,” “we,” “our,” and “us” refer to SBA Communications Corporation and its subsidiaries.

Capitalized terms used throughout this prospectus and not otherwise defined have the meanings set forth in the section “Description of Notes – Certain Definitions.”

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Risk Factors

Investing in the Exchange Notes involves risks. You should carefully consider the following risks relating to the Exchange Offer and the Exchange Notes, together with the risks and uncertainties discussed under “Forward-Looking Statements” and the other information included or incorporated by reference in this prospectus, including the information under the heading “Risk Factors” in our Annual Report on Form10-K for the fiscal year ended December 31, 2016,2017, before deciding whether to participate in the Exchange Offer.

In this “Risk Factors” section, the “notes” means both the Original Notes and the Exchange Notes, the “Tower Securities” means, collectively, the 2013 Tower Securities, the 2014 Tower Securities, the 2015 Tower Securities, the 2016 Tower Securities, and the 2017 Tower Securities, and the “Tower Trust” means SBA Tower Trust, a New York common law trust established by an indirect subsidiary of SBA Communications.Notes.

Risks Related to the Exchange Offer

If you fail to properly exchange your Original Notes they willare not be accepted for exchange and thusexchanged they will continue to be restricted securities and may become less liquid.

Original Notes that you do not tender, do not properly tender or that we do not accept will, following the Exchange Offer, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities law. We will issue Exchange Notes in exchange for the Original Notes pursuant to the Exchange Offer only following the satisfaction of the procedures and conditions set forth in “The Exchange Offer — Conditions to the Exchange Offer” and “The Exchange Offer — Procedures for Tendering.” These procedures and conditions include timely receipt by the Exchange Agent of confirmation of book-entry transfer of your Original Notes by the Exchange Agent (or a confirmationand of book-entry transfer), a properly completed and duly executed letter of transmittal (or an agent’s message from DTC), and all other required documents, or if applicable, your compliance with the guaranteed delivery procedures for tendering your Original Notes.DTC. Therefore, if you want to tender your Original Notes, please allow sufficient time to ensure timely delivery. WeAdditionally, we are under no duty to give notification of defects or irregularities with respect to theof tenders of Original Notes for exchange. If there are defects or irregularities with respect to your tender of Original Notes, we will not accept your Original Notes for exchange unless we decide in our sole discretion to waive such defects or irregularities.

Because we anticipate that most holders of Original Notes will elect to exchange their Original Notes, we expect that the liquidity of the market for any Original Notes remaining after the completion of the Exchange Offer will be substantially limited. Any Original Notes tendered and exchanged in the Exchange Offer will reduce the aggregate principal amount of the Original Notes outstanding. Following the Exchange Offer, if you do not tender your Original Notes you will not have any further registration rights, and your Original Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Original Notes could be adversely affected.

If an active trading market does not develop for the Exchange Notes, you may be unable to sell the Exchange Notes or to sell them at a price you deem sufficient.

The Exchange Notes are a new issue of securities for which there is currently no public trading market. We do not intend to list the Exchange Notes on any national securities exchange or automated quotation system. Accordingly, we cannot give assurancesassure you that an active market will develop upon completion of the Exchange Offer or, if it develops, that such market will be sustained, or as to the liquidity of any market. If an active market does not develop or is not sustained, the market price and the liquidity of the Exchange Notes may be adversely affected. In addition, the liquidity of the trading market for the Exchange Notes, if it develops, and the market price quoted for the Exchange Notes, may be adversely affected by many factors, including, among other things, prevailing interest rates, our operating results, financial performance and prospects, the prospects for companies in our industry generally, the market for similar securities, and the overall securities market. These factors could be exacerbated in an illiquid market. It is possible that any market for the Exchange Notes will be subject to disruptions which may have a negative effect on the holders of the Exchange Notes, regardless of our operating results, financial performance or prospects.

The Exchange Offer may be cancelled or delayed.

The consummation of the Exchange Offer is subject to, and conditional upon, the satisfaction or waiver of the conditions discussed under “The Exchange Offer — Conditions to the Exchange Offer”. We may, at our option and in our sole discretion, waive any such conditions. Even if the Exchange Offer is completed, the Exchange Offer may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the Exchange Offer may have to wait longer than expected to receive their Exchange Notes during which time those holders of the Original Notes will not be able to effect transfers of their Original Notes tendered for exchange.

Our board of directors has not made a recommendation as to whether you should tender your Original Notes in exchange for Exchange Notes in the Exchange Offer, and we have not obtained a third-party determination that the Exchange Offer is fair to holders of our Original Notes.

Our board of directors has not made, and will not make, any recommendation as to whether holders of Original Notes should tender their Original Notes in exchange for Exchange Notes pursuant to the Exchange Offer. We have not retained, and do not intend to retain, any unaffiliated representative to act solely on behalf of the holders of the Original Notes for purposes of negotiating the terms of the Exchange Offer, or preparing a report or making any recommendation concerning the fairness of the Exchange Offer. Therefore, if you tender your Original Notes, you may not receive more than or as much value as if you chose to keep them. Holders of Original Notes must make their own independent decisions regarding their participation in the Exchange Offer.

Some holders may need to comply with the registration and prospectus delivery requirements of the Securities Act.

If you exchange your Original Notes in the Exchange Offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed an underwriter and may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Any broker-dealer that (i) exchanges its Original Notes in the Exchange Offer for the purpose of participating in a distribution of the Exchange Notes or (ii) resells Original Notes that were received by it for its own account in the Exchange Offer may also be deemed to have received restricted securities and will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Our obligation to keep the registration statement of which this prospectus forms a part effective is limited. Accordingly, we cannot guarantee that a current prospectus will be available at all times to broker-dealers wishing to resell their Exchange Notes.

Risks Related to the Notes

We have a substantial level of indebtedness which may have an adverse effect on our business or limit our ability to take advantage of business, strategic or financing opportunities.

We have, and will continue to have, a significant amount of indebtedness. Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay the principal, interest or other amounts due on our indebtedness when due. Subject to certain restrictions under our existing indebtedness and the notes, we may incur significant additional indebtedness in the future, some of which may be secured debt. As a consequence of our indebtedness, (1) demands on our cash resources may increase, (2) we are subject to restrictive covenants that further limit our financial and operating flexibility, and (3) we may choose to institute self-imposed limits on our indebtedness based on certain considerations including market interest rates, relative leverage and our strategic plans. For example, as a result of our substantial level of indebtedness and the uncertainties arising in the credit markets and the U.S. economy:

These restrictions could have a material adverse effect on our business by limiting our ability to take advantage of financing, new tower development, mergers and acquisitions, share repurchases, or other opportunities. Furthermore, subjectopportunities and to certain restrictions undersatisfy our existing indebtedness and the notes, we may incur significant additional indebtedness in the future, some of which may be secured debt.REIT distribution requirements.

In addition, fluctuations in market interest rates or changes in central bank monetary policy may increase interest expense relating to our floating rate indebtedness, which we expect to incur under our Senior Credit Agreement, including the Revolving Credit Facility the 2014 Term Loan and the 20152018 Term Loan, and may make it difficult to refinance our existing indebtedness at a commercially reasonable rate or at all. There is no guarantee that the future refinancing of our indebtedness will have fixed interest rates or that interest rates on such indebtedness will be equal to or lower than the rates on our current indebtedness.

The notes are effectively subordinated to our secured indebtedness.

Although the notes are designated senior notes, they are effectively subordinated to our secured indebtedness, to the extent of the value of the assets securing such indebtedness. In the event of our bankruptcy, liquidation, reorganization or other winding up, the assets that secure debt ranking senior or equal in right of payment to the notes will be available to pay obligations on the notes only after any secured debt has been repaid in full from these assets. There may not be sufficient assets remaining to pay amounts due on any or all of the notes then outstanding.

As of April 30, 2017,2018, we had approximately $8.7$9.8 billion aggregate principal amount of total debt outstanding on a consolidated basis, of which (i) $6.9$7.2 billion was secured indebtedness, comprised of $425.0 million of the2013-1C Tower Securities, $575.0 million of the2013-2C Tower Securities, $330.0 million of the2013-1D Tower Securities, $920.0 million of the2014-1C Tower Securities, $620.0 million of the2014-2C Tower Securities, $500.0 million of 2015the2015-1C Tower Securities, $700.0 million of 2016the2016-1C Tower Securities, $760.0 million of the2017-1C Tower Securities, $90.0$640.0 million of the2018-1C Tower Securities, $100.0 million outstanding under the Revolving Credit Facility, a secured revolving credit facility established by SBA Senior Finance II pursuant to the Senior Credit Agreement $1.5(the “Revolving Credit Facility”), $2.4 billion outstanding under the 2014 Term Loansenior secured term loan borrowed by SBA Senior Finance II under the Senior Credit Agreement $491.3 million outstanding under the 2015(the “2018 Term Loan borrowed by SBA Senior Finance II under the Senior Credit AgreementLoan”) and (ii) $1.9$2.6 billion was unsecured indebtedness, comprised of $750.0 million of 4.875%2014 Senior Notes, $1.1 billion of 2016 Senior Notes and $750.0 million of 4.000% Senior Notes due 20222022.

The“2013-2C Tower Securities” means the $575.0 million of Secured Tower Revenue Securities Series2013-2, Subclass C issued on April 18, 2013 by a New York common law trust established by an indirect subsidiary of SBA Communications(the “Tower Trust”). The “2014 Tower Securities” means the $920.0 million of Secured Tower Revenue Securities Series2014-1, Subclass C (the“2014-1C Tower Securities”), and $1.1 billionthe $620.0 million of 4.875% Senior Notes due 2024.Secured Tower Revenue Securities Series2014-2, Subclass C (the“2014-2C Tower Securities”), issued on October 15, 2014 by the Tower Trust. The“2015-1C Tower Securities” means the $500.0 million of Secured Tower Revenue Securities Series2015-1, Subclass C, issued on October 14, 2015 by the Tower Trust. The“2016-1C Tower Securities” means the $700.0 million of Secured Tower Revenue Securities Series2016-1, Subclass C, issued on July 7, 2016 by the Tower Trust. The“2017-1C Tower Securities” means the $760.0 million of Secured Tower Revenue Securities Series2017-1, Subclass C, issued on April 17, 2017 by the Tower Trust. The“2018-1C Tower Securities” means the $640.0 million of Secured Tower Revenue Securities Series2018-1, Subclass C, issued on March 9, 2018 by the Tower Trust. The “Tower Securities” means, collectively, the2013-2C Tower Securities, the 2014 Tower Securities, the2015-1C Tower Securities, the2016-1C Tower Securities, the2017-1C Tower Securities and the2018-1C Tower Securities.

SBA has granted the lenders under the Senior Credit Agreement a first lien on the capital stock of Telecommunications, SBA’s only significant asset, as collateral for SBA’s guarantee of amounts due under the Senior Credit Agreement. As of April 30, 20172018, we had $2.0$2.5 billion outstanding under the Senior Credit Agreement (consisting of the 20142018 Term Loan and the 2015 Term Loan (collectively, the “Term Loans”) and the Revolving Credit Facility). In addition, the Revolving Credit Facility provides SBA Senior Finance II with the ability to borrow up to $1.0$1.25 billion, based upon its consolidated financial ratio and subject to compliance with the covenants in the Senior Credit Agreement. Furthermore, SBA Senior Finance II may elect to increase the Revolving Credit Facility or incur additional term loans under the Senior Credit Agreement, which would be secured indebtedness.

The indenture governing the notesIndenture restricts, but does not prohibit, us or our restricted subsidiaries from incurring substantially more debt, all of which could be senior to the notes. This increased leverage could increase the business and financial risks associated with our future operations.

The indenture governing the notesIndenture restricts, but does not prohibit, us or our restricted subsidiaries from incurring substantially more debt in the future. Any additional indebtedness that we incur may rank equal to the notes and may be secured. The notes will be our senior unsecured obligations and will rank equally in right of payment with our existing and future senior unsecured debt, including the 4.875%2014 Senior Notes due 2022.and the 2016 Senior Notes. Consequently, if we incur any additional indebtedness that ranks equally with the notes, the holders of that debt will be entitled to share ratably with the holders of the notes, and the holders of the 4.875%2014 Senior Notes due 2022,and the 2016 Senior Notes, any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or otherwinding-up to which we may be subject.

If we incur any additional indebtedness that is secured, including any future securitization, then the holders of that future debt will be entitled to be paid in full before the holders of the notes with any proceeds from secured assets distributed in connection with any insolvency, liquidation, reorganization, dissolution or otherwinding-up of us and/or our restricted subsidiaries. Borrowings under the Senior Credit Agreement, including the Revolving Credit Facility the 2014 Term Loan and the 20152018 Term Loan, and the Tower Securities are secured, and as a result, are effectively senior to the

notes. These borrowings may have the effect of reducing your ability to receive the full amount of principal, interest and additional interest, if any, that is due under the notes. The Revolving Credit Facility provides SBA Senior Finance II with the ability to borrow up to $1.0$1.25 billion, based upon its consolidated financial ratio and subject to compliance with the covenants in the Senior Credit Agreement. In addition, the Senior Credit Agreement permits SBA Senior Finance II, without the consent of the other lenders, to request that one or more lenders provide SBA Senior Finance II with increases in the Revolving Credit Facility or additional term loans provided that after giving effect to the proposed increase in Revolving Credit Facility commitments (assuming the Revolving Credit Facility commitments, as increased, were fully drawn) or incremental term loans, the ratio of Consolidated TotalNet Debt to Annualized Borrower EBITDA would not exceed 6.5x. Furthermore, any refinancing of the Tower Securities or other incurrence of additional debt, including the incurrence of additional secured debt such as another securitization or issuance of Tower Securities, could increase the business and financial risks associated with our future operations.

If any of the future indebtedness that we incur is incurred by any of our subsidiaries, then it will be effectively senior in right of payment to the notes and the holders of that future debt will be entitled to be paid in full before the holders of the notes with any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or otherwinding-up of us and/or our restricted subsidiaries.

The notes will be structurally subordinated to all obligations of our existing and future subsidiaries.

The notes are our obligations and are not guaranteed by any of our operating subsidiaries. As a result, the notes are structurally subordinated to all existing and future liabilities of our subsidiaries, including liabilities of any subsidiaries we may form or acquire in the future. Furthermore, our right to receive any assets of any of our subsidiaries upon liquidation or reorganization, and, as a result, the right of the holders of the notes to participate in those assets, will also be effectively subordinated to the claims of that subsidiary’s creditors. In addition, the indenture that governs the notes,Indenture, subject to some limitations, permits these subsidiaries to incur additional indebtedness and does not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries. As of April 30, 2017,2018, our subsidiaries had $6.9$7.2 billion of indebtedness outstanding.

The notes are the obligations of SBA, and are not guaranteed by its subsidiaries, however the operations of SBA are conducted through, and substantially all of its consolidated assets are held by, its subsidiaries.

SBA is a holding company whose only significant asset is the outstanding capital stock of Telecommunications. Amounts borrowed under the Senior Credit Agreement, including the Revolving Credit Facility the 2014 Term Loan and the 20152018 Term Loan are secured by a first lien on the capital stock of Telecommunications. Furthermore, substantially all of theSBA’s cash flows from operations of SBA are generated by its subsidiaries and they will use such cash flows to repay their current and future indebtedness prior to distributing any excess funds to SBA to service the obligations due on the 4.875%2014 Senior Notes, due 2022the 2016 Senior Notes and the notes. Accordingly, SBA’s ability to service its debt, including payments of principal, interest and additional interest, if any, on the notes, depends on the results of operations of its subsidiaries and upon the ability of such subsidiaries to provide SBA with cash, whether in the form of dividends, loans or otherwise, to pay amounts due on the obligations of SBA, including the notes.

SBA’s subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to make payments on the notes or to make any funds available for that purpose. In addition, dividends, loans or other distributions to SBA from such subsidiaries may be subject to contractual and other restrictions and are subject to other business considerations, including the terms of the Senior Credit Agreement, the mortgage loan underlying the Tower Securities and the indentureindentures governing the 4.875%2014 Senior Notes due 2022.and the 2016 Senior Notes.

We expect that we will need to refinance a large portion of our indebtedness prior to the maturity of the notes. In the event we are not able to refinance or repay such indebtedness, we may not be able to access the cash flow from all of our towers and we may need to take certain actions to service our debt obligations.

We anticipate that we will need to refinance a significant amount of our indebtedness prior to the maturity of the notes in 2024.2022. As of April 30, 20172018, we had an aggregate of $8.7$3.6 billion of indebtedness outstanding that had an initial or anticipated maturity date withinprior to the next seven years,maturity of the notes, including the following:

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$1.5 billion under the 2014 Term Loan under the Senior Credit Agreement, which matures in March 2021;

The Revolving Credit Facility provides SBA Senior Finance II with the ability to borrow up to $1.0$1.25 billion, based upon its consolidated financial ratio and subject to compliance with the covenants in the Senior Credit Agreement. Furthermore, SBA Senior Finance II may elect to increase the Revolving Credit Facility or incur additional term loans under the Senior Credit Agreement. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, February 5, 2020.April 11, 2023.

To the extent that the mortgage loan components corresponding to the Tower Securities are not fully repaid by their respective anticipated repayment dates, the interest rate of each such component will increase by the greater of (i) 5% and (ii) the amount, if any, by which the sum of (x) theten-year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth in the mortgage loan agreement) plus (z) 5%, exceeds the original interest rate for such component. Furthermore, if any of the Tower Securities are not fully repaid by their respective anticipated repayment dates, then the excess cash flow from the towers owned by the borrowers under the Tower Securities will be trapped by the trustee and applied to repay principal of such Tower Securities and then to pay the additional interest described above.

From time to time, we may engage in additional securitizations. We have the ability to add additional assets to our special purpose vehicles.

Due to the potential volatility inof the credit markets, throughout the last several years, there can be no assurancewe cannot assure you that we will be able to refinance all of our outstanding debt on terms as favorable as our current debt, on commercially acceptable terms, or at all. If we are unable to refinance our debt, we would not be able to repay the amounts outstanding from cash flows from operations and we might need to sell certain assets or lines of business, or issue Class A common stock or securities convertible into Class A common stock to fulfill our debt obligations. If implemented, these actions could negatively impact our business or dilute our existing shareholders.

We may not be able to purchase the notes upon a change of control triggering event, which would result in a default under the indenture governing the notesour debt instruments and would adversely affect our business and financial condition.

Upon the occurrence of a change of control triggering event, (asas defined in the indenture),Indenture, each holder of the notes and each holder of the 4.875%2014 Senior Notes due 2022and the 2016 Senior Notes, will have the right to require us to repurchase all or any part of such holder’s notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, and additional interest, if any, to but excluding the purchase date. In addition, a change of control, as defined in the Senior Credit Agreement, is an event of default under the Senior Credit Agreement and provides the

lenders the right to terminate commitmentsthe commitment under the Senior Credit Agreement and accelerate amounts due.due under the Revolving Credit Facility and the 2018 Term Loan. SBA may not have sufficient funds available to make or fund any required repurchases of the notes, the 4.875%2014 Senior Notes, due 2022the 2016 Senior Notes and/or repayment of amounts outstanding under the Senior Credit Agreement, and may be unable to receive distributions or advances from its subsidiaries in the future sufficient to meet such obligations. In addition, restrictions under future debt instruments may not permit SBA to repurchase the notes. If SBA fails to repurchase the notes in that circumstance, it will be in default under the indenture governing the notes,Indenture, which would in turn be a default under the indentureindentures governing the 4.875%2014 Senior Notes, due 2022the 2016 Senior Notes and the Senior Credit Agreement. See “Description of Notes – Notes—Repurchase at the Option of Holders – Holders—Change of Control Triggering Event.”

Investors may not be able to determine when a change of control triggering event giving rise to their right to have the notes repurchased by SBA has occurred following a sale of “substantially all” of the assets of SBA and its restricted subsidiaries.

A change of control triggering event, as defined in the indenture governing the notes,Indenture, will require SBA to make an offer to repurchase all the notes. The definition of change of control includes a phrase relating to the sale, lease or transfer of “all or substantially all” of the assets of SBA and its restricted subsidiaries. There is no precise established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of notes to require SBA to repurchase its notes as a result of a sale, lease or transfer of less than all the assets of SBA and its restricted subsidiaries to another individual, group or entity may be uncertain.

Federal and state fraudulent transfer laws may permit a court to void the notes, and if that occurs, you may not receive any payments on the notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the notes. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the notes could be voided as a fraudulent transfer or conveyance if SBA (a) issued the notes with the intent of hindering, delaying or defrauding creditors or (b) received less than reasonably equivalent value or fair consideration in return for issuing the notes and, in the case of (b) only, one of the following is also true at the time thereof:

We cannot be certain as to the standards a court would use to determine whether or not SBA were insolvent at the relevant time or, regardless of the standard that a court uses, whether the notes would be subordinated to SBA’s other debt. Among other things, the measure of insolvency for these purposes will vary depending on the law of the jurisdiction being applied in any such proceeding. In general, however, a court would deem an entity insolvent if:

If a court were to find that the issuance of the notes was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes, could subordinate the notes to presently existing and future indebtedness of SBA, or could require the holders of the notes to repay any amounts received with respect to the notes. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. Further, the avoidance of the notes could result in an event of default with respect to SBA’s other debt that could result in acceleration of that debt.

Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the notes to other claims against us under the principle of equitable subordination if the court determines that (1) the holder of

notes engaged in some type of inequitable conduct, (2) the inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of notes and (3) equitable subordination is not inconsistent with the provisions of the bankruptcy code.

The indenturedocuments governing our indebtedness, including the notes, the indenture governing the 4.875% Notes due 2022, the Senior Credit Agreement, and the mortgage loan relating to the Tower Securities contain restrictive covenants that could adversely affect our business by limiting our flexibility.

The documents governing our indebtedness, including the notes, contain restrictive covenants that could adversely affect our business by limiting our flexibility. Depending on the agreement, the covenants may restrict SBA and/or specific SBA subsidiaries. Since SBA is a holding company with no business operations of its own, any restrictions on SBA’s subsidiaries affect SBA on a consolidated basis.

The indentureIndenture and the indentures governing the notes contains restrictive covenants that could adversely affect our business by limiting our flexibility. In addition,2014 Senior Notes and the indenture governing the 4.875%2016 Senior Notes, due 2022, the Senior Credit Agreement, and the mortgage loan relating tounderlying the Tower Securities contain restrictive covenants imposing significant operational and financial restrictions on us, or our subsidiaries, including restrictions that may limit our ability to engage in acts that may be in our long-term best interests. Among other things, the covenants under each indentureinstrument limit the ability of SBA and/or its restricted subsidiaries, as applicable, to:

In addition, the indentures contain certain ratio tests that must be met before we and our restricted subsidiaries may incur additional unsecured indebtedness or additional secured indebtedness. For example, pursuant to the indenture governing the notes,Indenture, we and our restricted subsidiaries may incur additional indebtedness only if the Consolidated Indebtedness to Annualized Consolidated Adjusted EBITDA Ratio (as defined in “Description of Notes – Notes—Certain Definitions”) at the time of incurrence of such indebtedness is no greater than 9.5 to 1.9.5x on a pro forma basis. These restrictive covenants are subject to a number of qualifications and exceptions.

We are subject to similar financial and other restrictive covenants and are required to maintain certain financial ratios under the Senior Credit Agreement. As amended in February 2014,by the 2018 Refinancing Amendment, the Senior Credit Agreement requires SBA Senior Finance II to maintain specific financial ratios, including, at the SBA Senior Finance II level (1) a ratio of Consolidated TotalNet Debt to Annualized Borrower EBITDA not to exceed 6.5x for any fiscal quarter (2) a ratio of Consolidated Total Debt and Net Hedge Exposure (calculated in accordance with the Senior Credit Agreement) to Annualized Borrower EBITDA for the most recently ended fiscal quarter not to exceed 6.5x for 30 consecutive days and (3)(2) a ratio of Annualized Borrower EBITDA to Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0x for any fiscal quarter.

Additionally, the mortgage loan relating to our Tower Securities contains financial covenants that require that the mortgage loan borrowers maintain, on a consolidated basis, a minimum debt service coverage ratio. To the extent that the debt service coverage ratio, as of the end of any calendar quarter, falls to 1.30x or lower, then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as “excess

cash flow,” will be deposited into a reserve account instead of being released to the Borrowers.borrowers. The funds in the reserve account will not be released to the Borrowersborrowers unless the debt service coverage ratio exceeds 1.30x for two consecutive calendar quarters. If the debt service coverage ratio falls below 1.15x as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the mortgage loan until such time that the debt service coverage ratio exceeds 1.15x for a calendar quarter.

These restrictive covenants could place SBA and its restricted subsidiaries at a disadvantage compared to some of its competitors, which may have fewer restrictive covenants and may not be required to operate under these restrictions. Further, these covenants could have an adverse effect on SBA’s business by limiting its ability to obtain futuretake advantage of financing, engage in new tower development, mergers and acquisitions and needed capital expenditures, withstand economic downturns in its business or the general economy, conduct operations or otherwise take advantage of other opportunities. If SBA or its restricted subsidiaries fail to comply with these covenants, it could result in an event of default under its debt instruments. If any such default occurs, all amounts outstanding under the notes, the 4.875%2014 Senior Notes, due 2022the 2016 Senior Notes and the Senior Credit Agreement may become immediately due and payable. All of our existing foreign subsidiaries have been designated as restricted subsidiaries under the indenture governing the notes;Indenture; however, we may undesignate any of these subsidiaries in the future in accordance with the terms of the indenture.Indenture.

Our variable rate indebtedness subjectsand refinancing obligations subject us to interest rate risk, which could cause our debt service obligations to increase significantly.

FluctuationsAn increase in market interest rates maywould increase our interest expense relating toarising on our existing and future floating rate indebtedness which we expector upon refinancing of our fixed rate debt. Pursuant to incur under the terms of our Senior Credit Agreement, includingthe interest rate that we pay on indebtedness incurred under the Revolving Credit Facility the 2014or 2018 Term Loan andvaries based on a fixed margin over either a base rate or a Eurodollar rate which references the 2015 Term Loan.LIBOR rate. As a result, we are exposed to interest rate risk. Interest rates, including LIBOR, have recently increased and are expected to continue to increase in future periods. If interest rates werecontinue to increase, our debt service obligations on the variable rate indebtedness wouldwill increase even ifthough the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, wouldwill correspondingly decrease. ThereFurthermore, in an environment of increasing interest rates, it is no guaranteelikely that any future refinancing of our indebtedness will havebe either at fixed interest rates higher than our current fixed interest rates or that interest rates on such indebtedness will be equal to or lower than the rates on our current indebtedness.at variable rates. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk. We currently have no interest rate swaps.

A lowering or withdrawal of the ratings assigned to our debt securities by ratingratings agencies may adversely affect your ability to resell your notes and may increase our future borrowing costs and reduce our access to capital.

Our debt currently has anon-investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Real or anticipated changes in our credit ratings will generally affect the market value of the notes. If any credit rating initially assigned to the notes is subsequently lowered or withdrawn for any reason, you may not be able to resell your notes without a substantial discount. In addition, any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing.

Risk Related to Our Business

If our wireless service provider customers combine their operations to a significant degree, our future operating results and our ability to service our indebtedness could be adversely affected.

Significant consolidation among our wireless service provider customers may result in our customers failing to renew existing leases for tower space or reducing future capital expenditures in the aggregate because their existing networks and expansion plans may overlap or be very similar, or acquired technologies may be discontinued. In connection with the combinations of Verizon Wireless and ALLTEL (to form Verizon Wireless), Cingular and AT&T Wireless (to form AT&T Mobility) and Sprint PCS and Nextel (to form Sprint), the combined companies have rationalized duplicative parts of their networks, and, in the case of Sprint, the Nextel iDEN network

was discontinued, which has led and may continue to lead to thenon-renewal of certain leases on our towers. During 2013, Sprint acquired Clearwire Communications andT-Mobile acquired MetroPCS, and in 2014, AT&T acquired Leap Wireless (Cricket Wireless). These consolidations have led and continue to lead to additionalnon-renewal of certain of our tower leases. For example, in April 2018,T-Mobile and Sprint entered into a merger agreement which could impact our long-term revenue. As of March 31, 2018, on sites where both companies had separate leases for antenna space, the cash site leasing revenue generated from Sprint represented approximately 5.9% of our consolidated cash site leasing revenue and the cash site leasing revenue generated fromT-Mobile represented approximately 6.2% of our consolidated cash site leasing revenue, excluding and incremental to the impact from previously disclosed expected consolidation churn fromT-Mobile’s MetroPCS and Sprint’s Clearwire and iDEN networks. The average remainingnon-cancellable current lease term on these sites is approximately six years with Sprint (range of one to thirteen years) and approximately three years withT-Mobile (range of one to ten years). If the merger betweenT-Mobile and Sprint is consummated, or any of our wireless service provider customers continue to consolidate as a result of, among other factors, limited wireless spectrum for commercial use in the U.S., these consolidations could significantly impact the number of tower leases that are not renewed or the number of new leases that our wireless service provider customers require to expand their networks, which could materially and adversely affect our future operating results and our ability to service our indebtedness. These risks could be exacerbated due to changes in governmental policy that may favor industry consolidation.

Special Note Regarding Forward-Looking Statements

This prospectus and the documents incorporated by reference into this prospectus contain “forward-looking statements.” These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements included in the Annual Report on Form10-K for the year ended December 31, 2016,2017, the Quarterly Report on Form10-Q for the three months ended March 31, 2017,2018, and in this prospectus include, but are not limited to, the following:

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

Each of the forward-looking statements included in this prospectus and incorporated by reference herein speak only as of the date on which that statement is made. We will not update any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made.

Use of Proceeds

The Exchange Offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the issuance of the Original Notes. We will not receive any cash proceeds from the issuance of the Exchange Notes in the Exchange Offer.

In consideration for issuing the Exchange Notes as contemplated by this prospectus, we will receive the Original Notes in like principal amount. The Original Notes surrendered and exchanged for Exchange Notes will be retired and canceled and cannot be reissued.

Selected Financial Data

The following table sets forth our selected historical consolidated financial data. The financial data as of December 31, 2016 and 20152017 and for the years ended December 31, 2015, 2016 2015 and 2014 have2017 has been derived from our audited consolidated financial statements, which are incorporated by reference into this prospectus. The financial data as of December 31, 2013, 2014, 2013, and 20122015 and for the years ended December 31, 2013 and 2012 have2014 has been derived from our audited consolidated financial statements. The financial data as of March 31, 20172018 and for the three months ended March 31, 2017 and 2016 have2018 has been derived from our unaudited consolidated financial statements which are incorporated by reference into this prospectus. You should read the information set forth below in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes to those consolidated financial statements for the years ended December 2015, 2016 and 2017 included in our Annual Report on Form10-K for the fiscal year ended December 31, 2016,2017, and for the three months ended March 31, 2017 and 2018 included in our Quarterly Report on Form10-Q for the three monthsquarterly period ended March 31, 2017,2018, which are both incorporated by reference into this prospectus.

Other income (expense), net			5,654				31,138				10,628				(139,137	)			94,278				45,900				14,948
Total other expense			(324,238	)			(286,863	)			(352,183	)			(479,051	)			(300,005	)			(41,758	)			(66,823	)
Income (loss) before provision for income taxes			(177,092	)			(57,218	)			(15,660	)			(166,595	)			87,303				55,844				40,996
(Provision) benefit for income taxes			(6,594	)			1,309				(8,635	)			(9,061	)			(11,065	)			(2,205	)			(3,398	)
Net income (loss) from continuing operations			(183,686	)			(55,909	)			(24,295	)			(175,656	)			76,238				53,639				37,598
Income from discontinued operations, net of income taxes			2,296				—				—				—				—				—				—
Net income (loss)			(181,390	)			(55,909	)			(24,295	)			(175,656	)			76,238				53,639				37,598
Net income attributable to the noncontrolling interest			353				—				—				—				—				—				—
Net income (loss) attributable to SBA Communications Corporation		$	(181,037	)		$	(55,909	)		$	(24,295	)		$	(175,656	)		$	76,238			$	53,639			$	37,598
Basic and diluted per share amounts:
Income (loss) from continuing operations		$	(1.53	)		$	(0.44	)		$	(0.19	)		$	(1.37	)		$	0.61			$	0.43			$	0.31
Income from discontinued operations			0.02				—				—				—				—				—
Net income (loss) per common share		$	(1.51	)		$	(0.44	)		$	(0.19	)		$	(1.37	)		$	0.61			$	0.43			$	0.31
Weighted average number of common shares
Basic			120,280				127,769				128,919				127,794				124,448				125,398				121,049
Diluted			120,280				127,769				128,919				127,794				125,144				126,124				121,734

		As of December 31,																				For the three months ended March 31,
		2012				2013				2014				2015				2016				2017
		(audited)				(audited)				(audited)				(audited)				(Audited)				(unaudited)
		(in thousands)
Balance Sheet Data:
Cash and cash equivalents		$	233,099			$	122,112			$	39,433			$	118,039			$	146,109				132,222
Restricted cash – current (1)			27,708				47,305				52,519				25,353				36,786				30,674
Short-term investments			5,471				5,446				5,549				706				223				226
Property and equipment, net			2,671,317				2,578,444				2,762,417				2,782,353				2,792,076				2,785,944
Intangibles, net			3,134,133				3,387,198				4,189,540				3,735,413				3,656,924				3,605,548
Total assets (2)			6,554,506				6,714,025				7,748,635				7,312,980				7,360,945				7,297,450
Total debt (2)			5,294,698				5,807,444				7,768,309				8,452,070				8,775,583				8,666,174
Total shareholders’ equity (deficit)			652,991				356,966				(660,801	)			(1,706,144	)			(1,995,921	)			(1,916,494	)

Income (loss) before provision for income taxes			(57,218	)			(15,660	)			(166,595	)			87,303				116,891				40,996				40,127
(Provision) benefit for income taxes			1,309				(8,635	)			(9,061	)			(11,065	)			(13,237	)			(3,398	)			(8,582	)
Net income (loss)		$	(55,909	)		$	(24,295	)		$	(175,656	)		$	76,238			$	103,654			$	37,598			$	31,545
Basic net income (loss) per common share		$	(0.44	)		$	(0.19	)		$	(1.37	)		$	0.61			$	0.86			$	0.31			$	0.27
Diluted net income (loss) per common share		$	(0.44	)		$	(0.19	)		$	(1.37	)		$	0.61			$	0.86			$	0.31			$	0.27
Weighted average common shares outstanding:
Basic			127,769				128,919				127,794				124,448				119,860				121,049				116,494
Diluted			127,769				128,919				127,794				125,144				121,022				121,734				118,293

(1)

Restricted cash of $30.7$28.4 million as of March 31, 2018 consisted of $28.1 million related to the requirements of the mortgage loan underlying our Tower Securities and $0.2 million related to surety bonds issued for our benefit. Restricted cash of $32.9 million as of December 31, 2017 consisted of $30.5$32.7 million related to the requirements of the mortgage loan underlying our Tower Securities and $0.2 million related to surety bonds issued for our benefit. Restricted cash of $36.8 million as of December 31, 2016 consisted of $36.6 million related to the requirements of the mortgage loan underlying our Tower Securities and $ 0.2$0.2 million related to surety bonds issued for our benefit. Restricted cash of $25.3 million as of December 31, 2015 consisted of $25.1 million related to the requirements of the mortgage loan underlying our Tower Securities and $0.2 million related to surety bonds issued for our benefit. Restricted cash of $52.5 million as of December 31, 2014 consisted of $52.1 million related to the requirements of the mortgage loan underlying our Tower Securities and $0.4 million related to surety bonds issued for our benefit. Restricted cash of $47.3 million as of December 31, 2013 consisted of $46.4 million related to the Tower Securities loan requirements and $0.9 million related to surety bonds issued for our benefit. Restricted cash of $27.7 million as of December 31, 2012 consisted of $26.8 million related to the requirements of the mortgage loan underlying our Tower Securities and $0.9 million related to surety bonds issued for our benefit.

(2)

During the first quarter of 2016, we adopted an accounting standard update on the presentation of debt issuance costs. The new standard requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability on the consolidated balance sheets. The December 31, 2015,2013, 2014 2013, and 20122015 consolidated balance sheetsheets were retrospectively adjusted to reflect this change.

(3)

During the fourth quarter of 2016, we adopted an accounting standard update on the presentation of cash and cash equivalents in the Statement of Cash Flows. The new standard requires cash and cash equivalent balances to include restricted cash equivalents. The December 31, 2015,2013, 2014 2013, and 20122015 consolidated statements of cash flows were retrospectively adjusted to reflect this change.

Ratio of Earnings to Fixed Charges

For purposes of calculating the ratio of earnings to fixed charges, earnings represent net lossincome (loss) before income taxes, cumulative effect of changes in accounting principles, discontinued operations and dividends on preferred stock. Fixed charges consist of interest expense, the component of rental expense believed by management to be representative of the interest factor thereon, amortization of original issue discount and debt issue costs and preferred stock dividends.

There were no preferred shares outstanding, and therefore no preference stock dividends paid, for the years ended December 31, 2012, 2013, 2014, 2015, 2016 and 2016,2017, or for the three months ended March 31, 2017.2018.

We had a deficiency in earnings to fixed charges of $176.8 million for 2012, $56.8 million for 2013, $15.4 million for 2014, and $167.0 million for 2015, and a ratio of earnings to fixed charges of 1.21 for 2016, 1.29 for 2017 and 1.411.34 for the three months ended March 31, 2017.2018.

The Exchange Offer

Purpose of the Exchange Offer

In connection with the issuance of the Original Notes, we entered into a registration rights agreement with the initial purchasers, under which we agreed to file and to use our reasonable best efforts to have declared effective an exchange offer registration statement under the Securities Act and to consummate the Exchange Offer.

We are making the Exchange Offer in reliance on the position of the Commission as set forth in certainno-action letters issued to third parties (for example,Exxon Capital Holdings Corporation (May 13, 1988),Morgan Stanley & Co. Incorporated (June 5, 1991) andShearman & Sterling (July 2, 1993). However, we have not sought our ownno-action letter. Based upon these interpretations by the Commission, we believe that a holder of Exchange Notes who exchanges Original Notes for Exchange Notes in the Exchange Offer generally may offer the Exchange Notes for resale, sell the Exchange Notes and otherwise transfer the Exchange Notes without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act. This does not apply, however, to a holder who is our “affiliate” within the meaning of Rule 405 of the Securities Act. We also believe that a holder may offer, sell or transfer the Exchange Notes only if the holder acknowledges that the holder is acquiring the Exchange Notes in the ordinary course of its business and is not participating, does not intend to participate and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes.

We have not entered into any arrangement or understanding with any person who will receive Exchange Notes in the Exchange Offer to distribute those securities following completion of the Exchange Offer. We are not aware of any person that will participate in the Exchange Offer with a view to distribute the Exchange Notes. Any holder of the Original Notes using the Exchange Offer to participate in a distribution of Exchange Notes:

Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

Except as described above, this prospectus may not be used for an offer to resell, resale or other transfer of Exchange Notes.

The Exchange Offer is not being made to, nor will we accept tenders for exchange from, holders of Original Notes in any jurisdiction in which the Exchange Offer or the acceptance of the Exchange Offer would not be in compliance with the securities or blue sky laws of such jurisdiction.

Terms of the Exchange

Upon the terms and subject to the conditions of the Exchange Offer, we will accept any and all Original Notes validly tendered prior to 12:00 midnight, New York City time, on the Expiration Date, as defined below, for the Exchange Offer. Promptly after the Expiration Date (unless extended as described in this prospectus), we will issue an aggregate principal amount of up to $1,100,000,000$750,000,000 of Exchange Notes for a like principal amount of outstanding Original Notes tendered and accepted in connection with the Exchange Offer. The Exchange Notes issued in connection with the Exchange Offer will be delivered promptly after the Expiration Date. Holders may tender some or all of their Original Notes in connection with the Exchange Offer, but only in principal amounts of $2,000 or in integral multiples of $1,000 in excess thereof.

The terms of the Exchange Notes will be identical in all material respects to the terms of Original Notes, except that the Exchange Notes will have been registered under the Securities Act and will be issued free from any covenant regarding registration, including the payment of special interest upon a failure to complete the Exchange Offer by a certain date. The Exchange Notes will evidence the same debt as the Original Notes and will be issued under the same Indentureindenture and be entitled to the same benefits under that Indentureindenture as the Original Notes being exchanged. As of the date of this prospectus, $1,100,000,000$750,000,000 aggregate principal amount of the Original Notes are outstanding.

In connection with the issuance of the Original Notes, we arranged for the Original Notes purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. Except as described under “Book-Entry Settlement and Clearance,” Exchange Notes will be issued in the form of a global note registered in the name of DTC or its nominee and each beneficial owner’s interest in it will be transferable in book-entry form through DTC. See “Book-Entry Settlement and Clearance.”

Holders of Original Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offer. Original Notes that are not tendered for exchange or are tendered but not accepted in connection with the Exchange Offer will remain outstanding and be entitled to the benefits of the Indenture, but certain registration and other rights under the registration rights agreement will terminate and holders of the Original Notes will generally not be entitled to any registration rights under the registration rights agreement. See “—Consequences of Failures to Properly Tender Original Notes in the Exchange Offer.”

We shall be considered to have accepted validly tendered Original Notes if and when we have given oral (to be followed by prompt written notice) or written notice to the Exchange Agent. The Exchange Agent will act as agent for the tendering holders for the purposes of receiving the Exchange Notes from us.

If any tendered Original Notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the Original Notes, without expense, to the tendering holder promptly after the Expiration Date for the Exchange Offer.

Holders who tender Original Notes will not be required to pay brokerage commissions or fees or subject to the instructions in the letter of transmittal, transfer taxes on exchange of Original Notes in connection with the Exchange Offer. We will pay all charges and expenses, other than certain applicable taxesOffer, except as described below, in connection with the Exchange Offer. Seeunder “—Fees and Expenses” and “—Transfer Taxes”.

Expiration Date; Extensions; Amendments

The “Expiration Date” for the Exchange Offer is 12:00 midnight, New York City time, on [20 business days after commencement], unless extended by us in our sole discretion, in which case the term “Expiration Date” shall mean the latest date and time to which the Exchange Offer are extended.

We reserve the right, in our sole discretion:

If we amend the Exchange Offer in a manner that we consider material, we will disclose such amendment by means of a prospectus supplement, and we will extend the Exchange Offer for a period of five to ten business days, as required by law.

If we determine to extend, amend or terminate the Exchange Offer, we will publicly announce this determination by making a timely release through an appropriate news agency prior to 9:00 a.m., New York City time, on the next business day after the scheduled Expiration Date.

During any extension, all Original Notes previously tendered will remain subject to the Exchange Offer and may be accepted for exchange by us only upon expiration of the Exchange Offer, unless validly withdrawn. If we terminate the Exchange Offer, we will promptly return any Original Notes deposited, pursuant to the Exchange Offer as required by Rule14e-1(c) of the Exchange Act.

Interest on the Exchange Notes

The Exchange Notes will bear interest at the rate of 4.875%4.000% per annum from the most recent date to which interest on the Original Notes has been paid. Interest will be payable semiannually on MarchApril 1 and SeptemberOctober 1 of each year.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, we will not be required to accept for exchange, or to exchange any Exchange Notes for any of Original Notes and we may terminate the Exchange Offer or, at our option, modify, extend or otherwise amend the Exchange Offer, if any of the following conditions exist on or prior to the Expiration Date:

(a) challenges the making of the Exchange Offer or the exchange of Original Notes for Exchange Notes under the Exchange Offer or might, directly or indirectly, be expected to prohibit, prevent, restrict or delay consummation of, or might otherwise adversely affect in any material manner, the Exchange Offer or the exchange of Original Notes for Exchange Notes under the Exchange Offer; or

(b) in our reasonable judgment, could materially adversely affect our (or our subsidiaries’) business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects or materially impair the contemplated benefits to us of the Exchange Offer or the exchange of Original Notes for Exchange Notes under the Exchange Offer;

armed hostilities, a terrorist act or other national or international calamity directly or indirectly relating to the United States, (f) any limitation, whether or not mandatory, by any governmental authority on, or other event having a reasonable likelihood of affecting, the extension of credit by banks or other lending institutions in the United States, (g) any material adverse change in the securities or financial markets in the United States generally or (h) in the case of any of the foregoing existing at the time of the commencement of the Exchange Offer, a material acceleration or worsening thereof; and

The foregoing conditions are for our sole benefit and may be waived by us, in whole or in part, in our absolute discretion. Any determination made by us concerning an event, development or circumstance described or referred to above will be conclusive and binding.

If any of the foregoing conditions are not satisfied, we may, at any time on or prior to the Expiration Date:

Effect of Tender

Any tender by a holder, and our subsequent acceptance of that tender, of Original Notes will constitute a binding agreement between that holder and us upon the terms and subject to the conditions of the Exchange Offer described in this prospectus and in the letter of transmittal.prospectus. The participation in the Exchange Offer by a tendering holder of Original Notes will constitute the agreement by that holder to deliver good and marketable title to the tendered Original Notes, free and clear of any and all liens, restrictions, charges, pledges, security interests, encumbrances or rights of any kind of third parties.

Absence of Dissenters’ Rights

Holders of the Original Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offer.

Procedures for Tendering

If you hold Original Notes and wish to participate inhave those notes exchanged for Exchange Notes, you must validly tender (or cause the Exchange Offer andvalid tender of) your Original Notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, you must instruct that custodial entity to tender your Original Notes on your behalf pursuant tousing the procedures of that custodial entity. Please ensuredescribed in this prospectus.

The procedures by which you contact your custodial entity as soon as possiblemay tender or cause to give them sufficient time to meet your requested deadline.

To participate in the Exchange Offer, you must either:

The Exchange Agent and DTC have confirmed that the Exchange Offer is eligible for ATOP with respect to book-entry notes held through DTC. The letter of transmittal, or a facsimile thereof, with any required signature guarantees, or, in the case of book-entry transfer, an agent’s message in lieu of the letter of transmittal, and any other required documents, must be transmitted to and received by the Exchange Agent on or prior to the Expiration Date at its address set forth below under the caption “Exchange Agent.”tendered Original Notes will not be deemed to have been tendered untildepend upon the letter of transmittal and signature guarantees, if any, or agent’s message, is received bymanner in which you hold the Exchange Agent. Holders of Original Notes, whose certificates for Original Notes are not lost but are not immediately available or who cannot deliver their certificates and all other documents required by the letter of transmittal to the Exchange Agent at or prior to the Expiration Date, or who cannot complete the procedures for book-entry transfer at or prior to the Expiration Date, may tender their Original Notes according to the guaranteed delivery procedures set forth in “— Guaranteed Delivery Procedures”as described below.

The tender by a holder of Original Notes will constitute an agreement between us and the holder in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of Original Notes, the letter of transmittal and all other required documents to the Exchange Agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to and receipt by the Exchange Agent on or prior to the Expiration Date. Do not send the letter of transmittal or any Original Notes to anyone other than the Exchange Agent.

If you are tendering your Original Notes in exchange for Exchange Notes and anticipate delivering your letter of transmittal and other documents other than through DTC, we urge you to contact promptly a bank, broker or other intermediary that has the capability to hold notes custodially through DTC to arrange for receipt of any Original Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to provide the required DTC participant with account information in the letter of transmittal.

If you are a beneficial owner which holds Original Notes through Euroclear (as defined herein) or Clearstream (as defined herein) and wish to tender your Original Notes, you must instruct Euroclear or Clearstream, as the case may be, to block the account in respect of the tendered Original Notes in accordance with the procedures established by Euroclear or Clearstream. You are encouraged to contact Euroclear and Clearstream directly to ascertain their procedure for tendering Original Notes.

Book-Entry Delivery Procedures for Tendering

Original Notes Held with DTC by a DTC Participant

IfPursuant to authority granted by DTC, if you wish to tenderare a DTC participant that has Original Notes credited to your DTC account and thereby held on your behalfof record by aDTC’s nominee, with DTC, you must:

Any financial institution that is a nominee in DTC, including Euroclear and Clearstream, mustparticipant may tender Original Notes by effecting a book-entry transfer of the Original Notes to be tendered in the Exchange Offer into the

account of the Exchange Agent at DTC byand electronically transmitting its acceptance of the Exchange Offer through theDTC’s ATOP procedures for transfer. transfer before the Expiration Date of the Exchange Offer. No letter of transmittal will be used in connection with the Exchange Offer. The valid electronic transmission of acceptance through ATOP shall constitute delivery of Original Notes in connection with the Exchange Offer.

DTC will then verify theeach acceptance transmitted to it, execute a book-entry delivery to the Exchange Agent’s account at DTC and send an agent’s message to the Exchange Agent. An “agent’s message” is a message, transmitted by DTC to and received by the Exchange Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from an organization that participates ina DTC (a “participant”),participant tendering Original Notes that the participant has received and agrees to be bound by the terms of the letter of transmittalExchange Offer and that we may enforce the agreement against the participant. A letterDTC participants following this procedure should allow sufficient time for completion of transmittal need not accompany tenders effected through ATOP.the ATOP procedures prior to the Expiration Date of the Exchange Offer.

Proper ExecutionAn agent’s message, and any other required documents, must be transmitted to and received by the Exchange Agent prior to the Expiration Date of the Exchange Offer at its address set forth on page 31. Delivery of these documents to SBA or DTC does not constitute delivery to the LetterExchange Agent.

Original Notes Held Through a Nominee by a Beneficial Owner

Currently, all of Transmittal

Signatures on a letter of transmittal or notice of withdrawalthe Original Notes are held in book-entry form and can only be tendered by following the procedures described under “— WithdrawalProcedures for Tendering — Original Notes Held with DTC by a DTC Participant”. However, any beneficial owner whose Original Notes are registered in the name of Tenders,” asa broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the caseregistered holder promptly and instruct it to tender on the owner’s behalf if it wishes to participate in the Exchange Offer. You should keep in mind that your intermediary may require you to take action with respect to the Exchange Offer a number of days before the Expiration Date in order for such entity to tender Original Notes on your behalf at or prior to the Expiration Date in accordance with the terms of the Exchange Offer.

Representations, Warranties, Acknowledgements and Undertakings

By tendering Original Notes through the submission of an electronic acceptance instruction in accordance with the requirements of ATOP, a tendering holder of Original Notes:

We have agreed that, subject to the provisions of the Registration Rights Agreement, dated as of October 13, 2017, the prospectus, as it may be amended or supplemented from time to time, may be used by two or more holders, each holder must sign the letter of transmittal. If any ofa broker-dealer who acquired the Original Notes tendered thereby are registeredfor its own account as a result of market making or other trading activities (a “participating broker-dealer”) in different names on differentconnection with resales of Exchange Notes received in exchange for Original Notes, where such Original Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 90 days after the Expiration Date or, if earlier, when all such Exchange Notes have been disposed of by such participating broker-dealer. In that regard, each participating broker-dealer, by tendering such Original Notes through the submission of an electronic acceptance instruction in accordance with the requirements of ATOP, agrees that, upon receipt of notice from us of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the prospectus untrue in any material respect or which causes the prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading, or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of Exchange Notes pursuant to the prospectus until we have amended or supplemented the prospectus to correct such misstatement or omission and have furnished copies of the amended or supplemented prospectus to the participating broker-dealer or we have given notice that the sale of the Exchange Notes may be resumed, as the case may be. If we give such notice to suspend the sale of the Exchange Notes, it will beshall extend the90-day period referred to above during which participating broker-dealers are entitled to use the prospectus in connection with the resale of Exchange Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended prospectus necessary to complete, signpermit resales of the Exchange Notes or to and submitincluding the date on which we have given notice that the sale of Exchange Notes may be resumed, as many separate letters of transmittal, and any accompanying documents, as there are different registrations of certificates.the case may be.

If

By tendering Original Notes through the submission of an electronic acceptance instruction in accordance with the requirements of ATOP, a tendering holder of Original Notes also acknowledges that are not tenderedthe Exchange Offer is being made by us based upon our understanding of an interpretation by the staff of the SEC as set forth inno-action letters issued to third parties, that the Exchange Notes issued in exchange for exchangethe Original Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (1) such holders are not affiliates of us within the meaning of Rule 405 under the Securities Act; (2) such Exchange Notes are acquired in the ordinary course of such holders’ business; (3) such holders are not engaged in, and do not intend to engage in, a distribution of such Exchange Notes and have no arrangement or understanding with any person to participate in the distribution of such Exchange Notes and (4) such holders are not broker-dealers tendering Original Notes that have been acquired from us for their own account. However, the staff of the SEC has not considered the Exchange Offer in the context of ano-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If a holder of Original Notes is an affiliate of us, acquires the Exchange Notes other than in the ordinary course of such holder’s business or is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be returnedacquired pursuant to a person other than the tenderingExchange Offer, such holder certificates for those Original Notes must be endorsed or accompanied by an appropriate instrument of transfer, signed exactly ascould not rely on the nameapplicable interpretations of the registered owner appears onstaff of the certificates,SEC and must comply with the signatures onregistration and prospectus delivery requirements of the certificates or instruments of transfer guaranteed by an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the holder ofSecurities Act in connection with any Original Notes listed in the letter of transmittal, those Original Notes must be properly endorsed or accompanied by a properly completed bond power, signed by the holder exactly as the holder’s name appears on those Original Notes. If the letter of transmittal or any Original Notes, bond powers or other instruments of transfer are signed by trustees, executors, administrators, guardians,attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing, and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.secondary resale transaction.

No alternative, conditional, irregular or contingent tenders will be accepted. By executingtendering Original Notes through the lettersubmission of transmittal, or facsimile thereof,an electronic acceptance instruction in accordance with the requirements of ATOP, the tendering holders of Original Notes waive any right to receive any notice of the acceptance for exchange of their Original Notes. Tendering holders should indicate in the applicable box in the letter of transmittal the name and address to which payments and/or substitute certificates evidencing Original Notes for

amounts not tendered or not exchanged are to be issued or sent, if different from the name and address of the person signing the letter of transmittal. If those instructions are not given, Original Notes not tendered or exchanged will be returned to the tendering holder.Miscellaneous

All questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered Original Notes will be determined by us in our absolute discretion, which determination will be final and binding. We reserve the absolute right to reject any and all tendered Original Notes determined by us not to be in proper form or not to be tendered properly or any tendered Original Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive, in our absolute discretion, any defects, irregularities or irregularitiesconditions of tender as to particular Original Notes, whether or not waived in the case of other Original Notes. Our interpretation of the terms and conditions of the Exchange Offer including the terms and instructions in the letter of transmittal, will be final and binding on all parties.

Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within the time we determine. NeitherAlthough we intend to notify holders of defects or irregularities with respect to tenders of Original Notes, none of we, the Exchange Agent noror any other person will be under any duty to give that notification of any defect or irregularity with respect to any tender of Original Notes for exchange, nor will any of themshall incur any liability for any failure to give that notification. AnyTenders of Original Notes received by the Exchange Agent that are not properly tendered and as to which the irregularities have not been cured or waived will not be deemed to have been tendered and will be returned by the Exchange Agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the Expiration Date.

Any holder whose Original Notesmade until any defects or irregularities therein have been mutilated, lost, stolencured or destroyed will be responsible for obtaining replacement securities or for arranging for indemnification with the trustee of the Original Notes. Holders may contact the Exchange Agent for assistance with these matters.waived.

In addition, we reserve the right, as set forth above under the caption “— Conditions to the Exchange Offer,”Offer”, to terminate theany Exchange Offer. By tendering, each holder represents and acknowledges to us, among other things, that:

Guaranteed Delivery Procedures

If your certificates for Original Notes are not lost but are not immediately available or you cannot deliver your certificates and any other required documents to the Exchange Agent at or prior to the Expiration Date, or you cannot complete the procedures for book-entry transfer at or prior to the Expiration Date, you may nevertheless effect a tender of your Original Notes if:

Withdrawal of Tenders

Tenders of Original Notes in the Exchange Offer may be validly withdrawn at any time prior to the Expiration Date.

For a withdrawal ofBeneficial owners desiring to withdraw a tender of Original Notes previously tendered through the ATOP procedures should contact the DTC participant through which they hold their Original Notes. In order to be effective,withdraw Original Notes previously tendered, a written or facsimile transmission notice of withdrawal must be received by the Exchange AgentDTC participant may, prior to the Expiration Date at its address set forth below under the caption “Exchange Agent”. The withdrawal notice must:

(1) specify the name of the tendering holder of Original Notes;

(2) bear a description of the Original Notes to be withdrawn;

(3) specify, in the case of Original Notes tenderedExchange Offer, withdraw its instruction previously transmitted through ATOP by delivery of certificates for those Original Notes, the certificate numbers shown on the particular certificates evidencing those Original Notes;

(4) specify the aggregate principal amount represented by those Original Notes;

(5) specify, in the case of Original Notes tendered by delivery of certificates for those Original Notes, the name of the registered holder, if different from that of the tendering holder, or specify, in the case of Original Notes tendered by book-entry transfer, the name and number of the account at DTC to be credited with the withdrawn Original Notes; and

(6) be signed by the holder of those Original Notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of those Original Notes.its acceptance through ATOP.

The signature on any notice of withdrawal must be guaranteed by an eligible guarantor institution, unless the Original Notes have been tendered for the account of an eligible guarantor institution.

Withdrawal of tenders of Original Notes may not be rescinded, and any Original Notes validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Exchange Offer. Validly withdrawn Original Notes may, however, bere-tendered by again following one of the procedures described in “— Procedures for Tendering” onat or prior to the Expiration Date.

Exchange Agent

U.S. Bank National Association has been appointed as Exchange Agent in connection with the Exchange Offer. Questions and requests for assistance, as well as requests for additional copies of this prospectus, or of the letter of transmittal, should be directed to the Exchange Agent at its offices at West Side Flats Operations Center, 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention: Specialized Finance. The Exchange Agent’s telephone number is(800) 934-6802 and facsimile number is(651) 466-7372.

Fees and Expenses

We will not make any payment to brokers, dealers or others soliciting acceptances of the Exchange Offer. We will pay certain other expenses to be incurred in connection with the Exchange Offer, including the fees and expenses of the Exchange Agent and certain accountantaccounting and legal fees.

Holders who tender their Original Notes for exchangeTransfer Taxes

You will not be obligated to pay any transfer taxes. If, however:

then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption from them is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.taxes.

Accounting Treatment

The Exchange Notes will be recorded at the same carrying value as the Original Notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of the Exchange Offer.

Consequences of Failures to Properly Tender Original Notes in the Exchange Offer

Issuance of the Exchange Notes in exchange for the Original Notes under the Exchange Offer will be made only after timely receipt by the Exchange Agent of a properly completed and duly executed letter of transmittal (or an agent’s message from DTC)DTC through ATOP and the certificate(s) representingconfirmation of book-entry transfer of such Original Notes, (or confirmation of book-entry transfer), and all other required documents. Therefore, holders of the Original Notes desiring to tender such Original Notes in exchange for Exchange Notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of Original Notes for exchange. Original Notes that are not tendered or that are tendered but not accepted by us will, following completion of the Exchange Offer, continue to be subject to the existing restrictions upon transfer thereof under the Securities Act, and, upon completion of the Exchange Offer, certain registration rights under the registration rights agreement will terminate.

In the event the Exchange Offer is completed, we generally will not be required to register the remaining Original Notes, subject to limited exceptions. Remaining Original Notes will continue to be subject to the following restrictions on transfer:

We do not currently anticipate that we will register the remaining Original Notes under the Securities Act. To the extent that Original Notes are tendered and accepted in connection with the Exchange Offer, any trading market for remaining Original Notes could be adversely affected. See “Risk Factors—Risks Relating to the Exchange Offer — If you fail to exchange your Original Notes are not exchanged they will continue to be restricted securities and may become less liquid.”

Description of Notes

General

We issued the Original Notes under an indenture,the Indenture, dated as of August 15, 2016,October 13, 2017, between SBA and U.S. Bank National Association, as trustee. Set forth below is a description of the specific terms of the notes. This description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the indenture.Indenture. Unless the context otherwise requires, references in this “Description of Notes” to the “notes” includes the Original Notes and the Exchange Notes.

As used in this “Description of Notes” section, the word “SBA” or “SBA Communications” refers to SBA Communications Corporation and not to any of its Subsidiaries.

On August 15, 2016,October 13, 2017, SBA Communications issued $1,100,000,000$750,000,000 aggregate principal amount of 4.875%4.000% Senior Notes due 20242022 under an indenture.the Indenture. The notes accrue interest from the Issue Date at a rate of 4.875%4.000%. The interest on the notes is payable semiannually on MarchApril 1 and SeptemberOctober 1. The notes mature on SeptemberOctober 1, 2024.2022. You may request copies of the indentureIndenture at our address set forth under the heading “Where You Can Find More Information.”

Brief Description of the Notes

The notes:

SBA Communications has covenanted that it will offer to repurchase the notes under the circumstances described in the indentureIndenture upon:

The indentureIndenture also contains covenants with respect to the following:

The covenants are subject to a number of exceptions and qualifications. Furthermore, the indentureIndenture excludes from the definition of restricted subsidiaries (1) foreign subsidiaries, unless otherwise designated a restricted subsidiary by SBA, (2) any other subsidiary of SBA that is designated by the board of directors as an unrestricted subsidiary, and (3) any subsidiary of an unrestricted subsidiary.

If the notes are assigned an investment grade rating by each of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings ServicesS&P and no defaultDefault or eventEvent of defaultDefault has occurred or is continuing, certain covenants related to the notes will be suspended. If either rating on the notes should subsequently decline to below investment grade, the suspended covenants will be reinstituted.

SBA Communications is a holding company with no operations or assets other than the capital stock of Telecommunications. The operations of SBA Communications are conducted through its Subsidiaries and, therefore, SBA Communications depends on the cash flow of its Subsidiaries to meet its obligations, including its obligations under the notes. The notes are SBA Communications’ senior unsecured obligations and rank equally in right of payment with SBA Communications’ existing and future senior unsecured debt, including the 4.875%2014 Senior Notes due 2022.and the 2016 Senior Notes. The holders of the 4.875%2014 Senior Notes due 2022and the 2016 Senior Notes will be entitled to share ratably with the Holders of the notes any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or otherwinding-up of SBA Communications. The notes are not secured and thus are effectively subordinated to any of SBA Communications’ existing and future secured debt to the extent of the value of the assets securing such debt, including its guarantee of the 2014 Term Loan and the 20152018 Term Loan and borrowings incurred under the Revolving Credit Facility. SBA’s Subsidiaries are not guarantors of the notes, and the notes are effectively subordinated to all Indebtedness and other liabilities of its Subsidiaries. As of April 30, 20172018, SBA’s Subsidiaries had $6.9$7.2 billion of Indebtedness outstanding, consisting of the Tower Securities, the 2014 Term Loan, the 20152018 Term Loan and the Revolving Credit Facility. In addition, the Revolving Credit Facility provides SBA Senior Finance II with the ability to borrow up to $1.0$1.25 billion, based upon its consolidated financial ratio and subject to compliance with the covenants in the Senior Credit Agreement. Any right of SBA Communications to receive assets of any of its Subsidiaries upon the liquidation or reorganization of the Subsidiaries, and the consequent right of the Holders of the notes to participate in those assets, will be effectively subordinated to the claims of that Subsidiary’s creditors, except to the extent that SBA Communications is itself recognized as a creditor of such Subsidiary. If SBA Communications is recognized as a creditor of such Subsidiary, the claims of SBA Communications would still be subordinate in right of payment to any security interest in the assets of that Subsidiary and any Indebtedness of that Subsidiary senior to that held by SBA Communications. The provisions of the Senior Credit Agreement also contain restrictions on the ability of those Subsidiaries to dividend or distribute cash flow or assets to SBA Communications.

Concurrently with the issuance of the notes, SBA Communications designated all then existing Foreign Subsidiaries as Restricted Subsidiaries. Consequently, as of the Issue Date, all of SBA’s Subsidiaries were Restricted Subsidiaries. However, under certain circumstances, SBA Communications will be able to designate current or future Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries generally are not subject to the restrictive covenants set forth in the indenture.Indenture.

Principal, Maturity and Interest

The notes are limited in aggregate principal amount to $1,100,000,000.$750,000,000. The notes will mature on SeptemberOctober 1, 2024.2022. The indenture governing the notesIndenture allows SBA Communications to issue an unlimited principal amount of notes in addition to the notes, subject to compliance with the covenant entitled “Incurrence of Indebtedness and Issuance of Preferred

Stock.” See “Risk Factors—Risks Related to the Notes—The indenture governing the notesIndenture restricts, but does not prohibit, us or our restricted subsidiaries from incurring substantially more debt, all of which could be senior to the notes. This increased leverage could increase the business and financial risks associated with our future operations.”

Interest on the notes accrues at the rate of 4.875%4.000% per annum. The interest on the notes is payable in U.S. dollars semiannually in arrears on MarchApril 1 and SeptemberOctober 1, commencing on MarchApril 1, 2017.2018. SBA Communications will make each interest payment to Holders of record on the immediately preceding FebruaryMarch 15 and AugustSeptember 15.

Interest on the notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. Interest is computed on the basis of a360-day year comprised of twelve30-day months.

The notes are not guaranteed by SBA Communications’ Subsidiaries.

Methods of Receiving Payments on the Notes

If a Holder has given wire transfer instructions to SBA Communications, SBA Communications will make all payments of principal, premium, if any, interest or Additional Interest, if any, on that Holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar for the notes within the City and State of New York unless SBA Communications elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Paying Agent and Registrar for the Notes

The trustee under the indentureIndenture will initially act as the paying agent and registrar for the notes. SBA Communications may change the paying agent or registrar under the indentureIndenture without prior notice to the Holders of the notes, and SBA Communications or any of its Subsidiaries may act as paying agent or registrar under the indenture.Indenture.

Transfer and Exchange

A Holder may transfer or exchange notes for other notes with the same terms and principal amount in accordance with the indenture.Indenture. The registrar and the trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. SBA Communications is not required to transfer or exchange any notes selected for redemption. In addition, SBA Communications is not required to transfer or exchange any notes for a period of 15 days before a selection of notes to be redeemed.

Optional Redemption

Prior to SeptemberOctober 1, 2019. At any time prior to SeptemberOctober 1, 2019, the notes may be redeemed, in whole or in part, at the option of SBA Communications, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, and Additional Interest, if any, to, the redemption date.

“Applicable Premium” means, with respect to any note on any redemption date, the greater of (i) 1.0% of the principal amount of such note and (ii) the excess of (A) the present value at such redemption date of (1) the redemption price of such note at SeptemberOctober 1, 2019 (such redemption price being set forth in the table below), plus (2) all required interest payments due on such note through SeptemberOctober 1, 2019 (excluding accrued but unpaid interest, if any, to the redemption date), computed using a discount rate equal to the Treasury Rate on such redemption date plus 50 basis points over (B) the principal amount of such note.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the

redemption date (or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to SeptemberOctober 1, 2019; provided, however, that if the period from the redemption date to SeptemberOctober 1, 2019 is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearestone-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from such date of redemption to SeptemberOctober 1, 2019 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

Equity clawback. During the period after the date of original issuance of the notes until SeptemberOctober 1, 2019,2020, SBA Communications may on any one or more occasions redeem up to 35% of the aggregate principal amount of the notes originally issued at a redemption price of 104.875%104.000% of the principal amount of the notes to be redeemed on the redemption date plus accrued and unpaid interest, if any, and Additional Interest, if any, to the redemption date with the net cash proceeds of one or more Equity Offerings by SBA Communications; provided that:

Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at SBA Communications’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

On or after SeptemberOctober 1, 2019. On or after SeptemberOctober 1, 2019, SBA Communications may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices expressed as percentages of principal amount set forth below plus accrued and unpaid interest, if any, and Additional Interest, if any, on the notes redeemed to the applicable redemption date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on SeptemberOctober 1 of the years indicated below:

In connection with any optional redemption of the notes, any such redemption may, at SBA Communications’ discretion, be subject to one or more conditions precedent. If a redemption is subject to satisfaction of one or more conditions precedent, the applicable redemption notice shall describe such condition, and if applicable, shall state that, in SBA Communications’ discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, without the requirement of an additional notice period to the Holders, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed.

Selection and notice

If less than all of the notes are to be redeemed at any time, the trustee under the indentureIndenture will select notes for redemption as follows:

No notes of $2,000 of principal amount or less will be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address. Notices of redemption may not be conditional (except with respect toand, at SBA Communication’s discretion, the proceeds of an Equity Offeringredemption date may be delayed until such time as described above).any or all such conditions shall be satisfied.

If any note is to be redeemed in part only, the notice of redemption that relates to such note shall state the portion of the principal amount of that note to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note presented for redemption will be issued in the name of the Holder thereof upon cancellation of the original note. Notes called for redemption, subject to any condition included in such notice of redemption, become due on the date fixed for redemption. On and after the redemption date, interest and Additional Interest, if any, ceases to accrue on notes or portions of them called for redemption.

Repurchase at the Option of Holders

Change of Control Triggering Event

If a Change of Control Triggering Event occurs with respect to the notes, each Holder of such notes will have the right to require SBA Communications to repurchase all or any part, equal to $2,000 or an integral multiple of $1,000, of such Holder’s notes pursuant to the offer described below (the “Change of Control Offer”). The offer price in any Change of Control Offer will be payable in cash and will be 101% of the aggregate principal amount of any notes repurchased plus accrued and unpaid interest, if any, and Additional Interest, if any, on such notes, (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, unless SBA Communications has exercised its right to redeem all of the notes as described above under “—Optional Redemption,” SBA Communications will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such notes on the date specified in the notice (the “Change of Control Payment Date”). The Change of Control Payment Date will be no earlier than 30 days and no later than 60 days from the date the notice is mailed, pursuant to the procedures required by the indentureIndenture and described in such notice.

On the Change of Control Payment Date for the notes, SBA Communications will, to the extent lawful:

The paying agent will promptly mail to each Holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail, or cause to be transferred by book entry, to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that the new note will be in a principal amount of $2,000 or an integral multiple of $1,000.

The Change of Control Triggering Event provisions described above will be applicable whether or not any other provisions of the indentureIndenture are applicable. SBA Communications will comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations to the extent those laws and regulations are applicable to any Change of Control Offer. If the provisions of any of the applicable securities laws or securities regulations conflict with the provisions of the covenant described above, SBA Communications will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described above by virtue of the compliance.

The Change of Control Triggering Event purchase feature is a result of negotiations between SBA Communications and the initial purchasers. Management has no present intention to engage in a transaction involving a Change of Control Triggering Event, although it is possible that SBA Communications would decide to do so in the future. Subject to the limitations discussed below, SBA Communications could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Triggering Event under the indenture,Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect SBA Communications capital structure. Furthermore, even if a Change of Control were to occur, it may not constitute a Change of Control Triggering Event, which is the occurrence of both a Change of Control plus a Ratings Decline such that it would trigger SBA Communications’ obligation to repurchase the notes. Restrictions on the ability of SBA Communications to incur additional Indebtedness are contained in the covenants described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” “—Certain Covenants—Liens” and “—Certain Covenants—Sale and Leaseback Transactions.” Such restrictions can only be waived with the consent of the Holders of a majority in principal amount of such notes then outstanding. Except for the limitations contained in the covenants, however, the indentureIndenture will not contain any covenants or provisions that may afford Holders of the notes protection in the event of certain highly leveraged transactions.

The Indebtedness of SBA’s Subsidiaries limits SBA Communications’ access to the cash flow of those Subsidiaries and will, therefore, restrict SBA Communications’ ability to purchase any notes. The terms of such Indebtedness, with certain exceptions, provide that the occurrence of certain change of control events with respect to SBA Communications constitutes a default under such Indebtedness. In the event that a Change of Control Triggering Event occurs at a time when SBA’s Subsidiaries are prohibited from making distributions to SBA Communications to purchase notes, SBA Communications could cause its Subsidiaries to seek the consent of the holders of such Indebtedness to allow the distributions or could attempt to refinance the Indebtedness that contains the prohibition. If SBA Communications does not obtain a consent or repay such Indebtedness, SBA Communications will remain prohibited from purchasing notes. In this case, SBA Communications’ failure to purchase tendered notes would constitute an Event of Default under the indentureIndenture which would, in turn, constitute a default under such Indebtedness. Future Indebtedness of SBA Communications and its Subsidiaries may contain prohibitions on the occurrence of certain events that would constitute a Change of Control Triggering Event or require the Indebtedness to be repurchased if a Change of Control Triggering Event occurs. Moreover, the exercise by the Holders of their right to require SBA Communications to repurchase the notes could cause a default under such Indebtedness, even if the Change of Control Triggering Event itself does not, due to the financial effect of such repurchase on SBA Communications. Finally, SBA Communications’ ability to pay cash to the Holders of notes following the occurrence of a Change of Control Triggering Event may be limited by SBA Communications’ then existing financial resources, including its ability to access the cash flow of its Subsidiaries. See “Risk Factors—Risks Related to the Notes— We may not be able to purchase the notes upon a change of control triggering event, which would result in a default under our debt instruments and would adversely affect our business and financial condition.”

Holders of the notes will be effectively subordinated to all of SBA’s Subsidiaries’ indebtedness and obligations which may also be accelerated as a result of a Change of Control. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

SBA Communications will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indentureIndenture applicable to a Change of Control Offer made by SBA Communications and purchases all notes properly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding the occurrence of a Change of Control Triggering Event, SBA Communications will not be obligated to make a Change of Control Offer in the event it has exercised its rights to redeem all of the outstanding notes as provided under “—Optional Redemption.” A Change of Control Offer may be made in advance of a Change of Control and conditioned upon such Change of Control Triggering Event if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The provisions under the indentureIndenture relating to SBA Communications’ obligation to make an offer to repurchase the notes as a result of a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of the notes then outstanding.

The definition of Change of Control includes phrases relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the assets of SBA Communications and its Restricted Subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require SBA Communications to repurchase the notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of SBA Communications and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain. See “Risk Factors—Risks Related to the Notes—Investors may not be able to determine when a change of control triggering event giving rise to their right to have the notes repurchased by SBA has occurred following a sale of “substantially all” of the assets of SBA and its restricted subsidiaries.”

Asset Sales

SBA Communications will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

For purposes of clause (3) above only, each of the following shall be deemed to be cash:

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, SBA Communications or the Restricted Subsidiary may apply those Net Proceeds to:

(3)

acquire all or substantially all the assets of a Permitted Business;

provided that in the case of clauses (3), (4), (5) and (6) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as SBA Communications or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within nine months after the end of the365-day period (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled, terminated or otherwise not consummated during such period for any reason, then any such unapplied Net Proceeds shall upon such event constitute Excess Proceeds.

Pending the final application of any Net Proceeds, SBA Communications may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraphs (whether by election or the passage of time) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $35.0 million, SBA Communications will be required to make an offer to all Holders of the notes, and all holders of other pari passu Indebtedness of SBA Communications containing provisions similar to those set forth in the indentureIndenture relating to the notes with respect to offers to purchase or redeem with the proceeds from any Asset Sale, to purchase the maximum principal amount of the notes and such other pari passu Indebtedness of SBA Communications that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”). The offer price in any Asset Sale Offer will be payable in cash and will be 100% of the principal amount of any notes and pari passu Indebtedness, plus accrued and unpaid interest, if any, and Additional Interest, if any, to the date of purchase. Each Asset Sale Offer will be made in accordance with the procedures set forth in the indentureIndenture and the other pari passu Indebtedness of SBA Communications. If any Excess Proceeds remain after consummation of an Asset Sale Offer, SBA Communications may use the remaining Excess Proceeds for any purpose not otherwise prohibited by the indenture.Indenture. If the aggregate principal amount of notes and the other pari passu Indebtedness of SBA Communications tendered into the Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of the Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

SBA Communications will comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations to the extent those laws and regulations are applicable to any Asset Sale Offer. If the provisions of any of the applicable securities laws or securities regulations conflict with the provisions of the covenant described above, SBA Communications will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described above by virtue of the compliance.

Certain Covenants

Changes in Covenants When Notes Rated Investment Grade

If on any date following the Issue Date:

then, beginning on that day and subject to the provisions of the following paragraph, the covenants specifically listed under the following captions in this offering memorandumprospectus will be suspended:

During any period that the foregoing covenants have been suspended, SBA Communications’ board of directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to clause (1) of the definition of “Unrestricted Subsidiary.”

Notwithstanding the foregoing, if the rating assigned to the notes by either such rating agency should subsequently decline to below Baa3 by Moody’s orBBB- by S&P, respectively (or if either such agency ceases to rate the notes, the equivalent investment grade credit rating from another nationally recognized statistical rating organization), the foregoing covenants will be reinstituted as of and from the date of such rating decline. Calculations under the reinstated “Restricted Payments” covenant will be made as if the “Restricted Payments” covenant had been in effect since the Issue Date except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be deemed to have occurred as a result of a failure to comply with such suspended covenants during any period such covenants have been suspended. There can be no assurance that the notes will ever achieve an investment grade rating or that any such rating will be maintained.

Restricted Payments

SBA Communications will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

direct or indirect holders of SBA Communications’ or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of SBA Communications or to SBA Communications or a Restricted Subsidiary of SBA Communications and if such Restricted Subsidiary is not a wholly owned Subsidiary, to its other holders of Equity Interests on a pro rata basis);

unless, at the time of and after giving effect to such Restricted Payment:

Notwithstanding the foregoing, SBA may declare or pay any dividend or make any distribution on or in respect of shares of SBA’s Capital Stock, that in each case would otherwise constitute a Restricted Payment, to holders of such Capital Stock to the extent that the declaration or payment of a dividend or making of a distribution in such amount is necessary in order for SBA to qualify as, or maintain its status as, a real estate investment trust under Section 856 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for any taxable year or to avoid entity level taxes, with such dividend to be paid or distribution to be made as and when determined by SBA, whether during or after the end of the relevant taxable year; provided, however, that at the time of, and after giving effect to, any such dividend or distribution, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and the obligations in respect of the notes shall not otherwise have been accelerated.

The preceding provisions will not prohibit:

(3)

the defeasance, redemption, repurchase, or other acquisition of subordinated Indebtedness with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

For purposes of determining compliance with this covenant, in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through (7) above or is permitted pursuant to the first or second paragraphs of this covenant, SBA Communications will be entitled, in its sole discretion, to classify on the date of payment, or later reclassify, in whole or in part such Restricted Payment in any manner that complies with this covenant so long as the Restricted Payment (as so reclassified) would be permitted to be made in reliance on the applicable category as of the date of such reclassification.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the assets or securities proposed to be transferred or issued by SBA Communications or the applicable Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any property, assets or Investments required by this covenant to be valued will be valued by the board of directors of SBA Communications or the applicable Restricted Subsidiary that is making the Restricted Payment, as the case may be, and shall be delivered to the trustee.

As set forth below under “—Certain Definitions—Unrestricted Subsidiary,” the board of directors of SBA Communications may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would not cause a Default. For purposes of making such determination, all outstanding Investments by SBA Communications and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated will be deemed to be Restricted Payments at the time of the designation. All of those outstanding Investments will be deemed to constitute Investments in an amount equal to the fair market value of the Investments at the time of such designation. Such designation will only be permitted if the Restricted Payment would be permitted at the time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Incurrence of Indebtedness and Issuance of Preferred Stock

SBA Communications will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) and SBA Communications will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue

any shares of preferred stock; provided that SBA Communications may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock and SBA Communications’ Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue preferred stock if, in each case, the Consolidated Indebtedness to Annualized Consolidated Adjusted EBITDA Ratio at the time of incurrence of the Indebtedness or the issuance of the Disqualified Stock or preferred stock, after giving pro forma effect to such incurrence or issuance as of such date and to the use of proceeds from such incurrence or issuance as if the same had occurred at the beginning of the most recently ended fiscal quarter of SBA Communications for which internal financial statements are available, would have been no greater than 9.5 to 1.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness or the issuance of any of the following items of Disqualified Stock or preferred stock (collectively, “Permitted Debt”):

shall be deemed, in each case, to constitute an incurrence of the Indebtedness by SBA Communications or the Restricted Subsidiary, as the case may be;

(16)

the incurrence by a joint venture since the issue date of additional Indebtedness or the guarantee by SBA Communications or another Restricted Subsidiary of the same in an aggregate principal amount, taken together with all other Indebtedness incurred pursuant to this clause (16), at any time outstanding not to exceed $5.0 million, provided, however, that such Indebtedness incurred pursuant to this clause (16) will be subordinated in right of payment to the notes; and

The indentureIndenture also provides that SBA Communications will not incur any Indebtedness that is contractually subordinated in right of payment to any other Indebtedness of SBA Communications unless such Indebtedness is also contractually subordinated in right of payment to the notes on substantially identical terms; provided, however, that no Indebtedness of SBA Communications will be deemed to be contractually subordinated in right of payment to any other indebtedness of SBA Communications solely by virtue of being unsecured.

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (17) above or is entitled to be incurred pursuant to the first paragraph of this covenant, SBA Communications will, in its sole discretion, classify (or later reclassify in whole or in part) such item of Indebtedness in any manner that complies with this covenant. Accrual of interest, accretion or amortization of original issue discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant.

In addition, for purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding the foregoing, the maximum amount of Indebtedness that SBA Communications may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based upon the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Liens

SBA Communications will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien securing Indebtedness or trade payables on any asset or property (including Equity Interests of Restricted Subsidiaries of SBA Communications) directly held by SBA Communications or any Restricted Subsidiary now owned or hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom, except Permitted Liens, without providing that the notes shall be secured equally and ratably with (or senior in priority with respect to subordinated obligations) the obligations so secured for so long as such obligations are so secured.

Dividend and Other Payment Restrictions Affecting Subsidiaries

SBA Communications will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

default or default with respect to a financial covenant contained in the Indebtedness or agreement and the encumbrance or restriction is not materially more disadvantageous to the Holders of the notes than is customary in comparable financings (as determined by SBA Communications) and SBA Communications determines that any such encumbrance or restriction will not materially affect SBA Communications’ ability to pay interest or principal on the notes;

Each determination required to be made by the board of directors of SBA Communications or of the applicable Restricted Subsidiary incurring the Indebtedness, as the case may be, pursuant to clauses (1), (2), (11) and (15) above shall be evidenced in a resolution of such board of directors and each such determination shall be conclusively binding on SBA Communications, each Restricted Subsidiary, and each Holder.

Merger, Consolidation or Sale of Assets

SBA Communications may not:

transfer, lease, conveyance or other disposition shall have been made, at the time of the transaction, after giving pro forma effect to the transaction as of such date for balance sheet purposes and as if such transaction had occurred at the beginning of the most recently ended fiscal quarter of such entity or Person for which internal financial statements are available for income statement purposes, would have been (i) no greater than 9.5 to 1 or (ii) less than the Consolidated Indebtedness to Annualized Consolidated Adjusted EBITDA Ratio for the same period without giving pro forma effect to such transaction; provided that for purposes of determining the Consolidated Indebtedness to Annualized Consolidated Adjusted EBITDA Ratio of any entity or Person for purposes of this clause (y) the entity or Person will be substituted for SBA Communications in the definition of Consolidated Indebtedness to Annualized Consolidated Adjusted EBITDA Ratio and the defined terms included therein under the caption “Certain Definitions;” and

Transactions with Affiliates

SBA Communications will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of SBA Communications involving aggregate payments of consideration in excess of $10.0 million (each of the foregoing, an “Affiliate Transaction”), unless:

Notwithstanding the foregoing, the following items will not be deemed to be Affiliate Transactions:

(5)

the issuance or sale of Equity Interests (other than Disqualified Stock) of SBA Communications;

Sale and Leaseback Transactions

SBA Communications will not enter into any sale and leaseback transaction with any Person in respect of any real or personal property which has been or is to be sold or transferred by SBA Communications to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of SBA Communications; provided that SBA Communications may enter into a sale and leaseback transaction if:

Limitation on Issuances of Guarantees of Indebtedness

SBA Communications will not permit any Restricted Subsidiary, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of SBA Communications unless such Subsidiary simultaneously executes and delivers a supplemental indenture to the indenture governing the notesIndenture providing for the Guarantee of the payment of the notes by such Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of or pledge to secure such other Indebtedness.

Notwithstanding the foregoing, any Guarantee by a Subsidiary of the notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon any sale, exchange or transfer, to any Person other than a Subsidiary of SBA Communications, of all of SBA Communications’ stock in, or all or substantially all the assets of, such Subsidiary, which sale, exchange or transfer is made in compliance with the applicable provisions of the indenture governing the notes.Indenture.

Business Activities

SBA Communications will not, and will not permit any Subsidiary to, engage in any business other than Permitted Businesses, except to the extent as would not be material to SBA Communications and its Subsidiaries taken as a whole.

Reports

The indentureIndenture provides that notwithstanding that SBA Communications may not be subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, so long as any notes are outstanding, SBA Communications will file with the Commission or furnish to the holders of the notes or cause the trustee to furnish to the holders of the notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:

provided, however, that SBA Communications shall not be so obligated to file such reports with the Commission if the Commission does not permit such filing, in which event SBA Communications will make available such information to prospective purchasers of the notes, in addition to providing such information to the trustee and the holder, in each case within 15 days after the time SBA Communications would be required to file such information with the Commission if it were subject to Section 13 or 15(d) of the Exchange Act.

In addition, to the extent not satisfied by the foregoing, SBA Communications agrees that, for so long as any notes remain outstanding, it will furnish to the holders of the notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

Each of the following when used in the indentureIndenture with respect to the notes constitutes an “Event of Default” under the indentureIndenture with respect to the notes:

(a)

is caused by a failure to pay principal of or premium, if any, interest on, if any, or Additional Interest, if any, with respect to the Indebtedness prior to the expiration of the grace period provided in such indebtedness on the date of the default (a “Payment Default”); or

However, a Default under clause (4) above will not constitute an Event of Default until the trustee under the indentureIndenture or the Holders of 25% in principal amount of the outstanding notes notify SBA Communications of the Default and SBA Communications does not cure such Default within the time specified after receipt of such notice.

If any Event of Default occurs and is continuing, the trustee under the indentureIndenture or the Holders of at least 25% in principal amount of the then outstanding notes and the trustee may, and the trustee at the request of such holders shall, declare all the notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to SBA Communications, all outstanding notes will become due and payable without further action or notice. Holders of the notes may not enforce the indentureIndenture or the notes except as provided in the indenture.Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding notes may direct the trustee under the indentureIndenture in its exercise of any trust or power.

An Event of Default for a particular series of notes does not necessarily constitute a default of any other notes that may be issued under the indenture.Indenture.

The Holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee under the indentureIndenture may on behalf of the Holders of all notes waive any existing Default or Event of Default and its consequences under the indentureIndenture except a continuing Default or Event of Default in the payment of interest on, or Additional Interest, if any, with respect to, or the principal of, the notes.

The indentureIndenture provides that if a Default occurs and is continuing and is known to the trustee, the trustee must mail to each Holder of the notes notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of, interest on, if any, or Additional Interest, if any, with respect to any note, the trustee may withhold notice if and so long as a committee of its trust officers determines that withholding notice is not opposed to the interest of the Holders of the notes. In addition, SBA Communications is required to deliver to the trustee, within 90 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred with respect to any notes during the previous year. SBA Communications is also required to deliver to the trustee, promptly after the occurrence thereof, written notice of any event that would constitute a Default, the status thereof and what action SBA Communications is taking or proposes to take in respect thereof.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of SBA Communications, as such, shall have any liability for any obligations of SBA Communications under the notes, the indenture,Indenture, or the registration rights agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

SBA Communications may, at its option and at any time, elect to have all of its obligations discharged with respect to the notes outstanding (“Legal Defeasance”) except for:

In addition, SBA Communications may, at its option and at any time, elect to have its obligations with respect to certain covenants that are described in the indentureIndenture (“Covenant Defeasance”) released and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events described under “Events of defaultDefault and remedies,Remedies,” but not including nonpayment and bankruptcy, receivership, rehabilitation and insolvency events, will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the notes:

(4)

no Default or Event of Default shall have occurred and be continuing either:

Amendment, Supplement and Waiver

Except as described in the two paragraphs below, the Holders of a majority in principal amount of the notes outstanding can, with respect to the notes then outstanding:

Consents and waivers obtained in connection with a purchase of, or tender offer or exchange offer for, the notes shall be included for purposes of the previous sentence.

Without the consent of each Holder of the notes, an amendment or waiver with respect to any notes held by anon-consenting Holder of such notes may not:

(5)

make the notes payable in money other than that stated in the notes;

Notwithstanding the foregoing, without the consent of any Holder of the notes, SBA Communications and the trustee may amend or supplement the indentureIndenture or the notes to: