Debt | 10. DEBT The principal values, fair values, and carrying values of debt consist of the following (in thousands): As of As of September 30, 2019 December 31, 2018 Maturity Date Principal Balance Fair Value Carrying Value Principal Balance Fair Value Carrying Value 2014 Senior Notes Jul. 15, 2022 $ 750,000 $ 757,500 $ 742,993 $ 750,000 $ 735,000 $ 741,273 2016 Senior Notes Sep. 1, 2024 1,100,000 1,141,250 1,085,591 1,100,000 1,034,000 1,083,689 2017 Senior Notes Oct. 1, 2022 750,000 763,125 744,392 750,000 712,500 743,099 2013-2C Tower Securities Apr. 11, 2023 575,000 589,410 570,574 575,000 569,164 569,715 2014-1C Tower Securities Oct. 8, 2019 — — — 920,000 914,241 917,728 2014-2C Tower Securities Oct. 8, 2024 620,000 650,175 614,979 620,000 609,665 614,315 2015-1C Tower Securities Oct. 8, 2020 500,000 502,500 497,493 500,000 496,640 495,737 2016-1C Tower Securities Jul. 9, 2021 700,000 705,236 696,445 700,000 691,432 694,994 2017-1C Tower Securities Apr. 11, 2022 760,000 766,300 754,546 760,000 744,496 753,028 2018-1C Tower Securities Mar. 9, 2023 640,000 662,586 633,928 640,000 641,478 632,725 2019-1C Tower Securities Jan. 12, 2025 1,165,000 1,165,501 1,153,140 — — — Revolving Credit Facility Apr. 11, 2023 — — — 325,000 325,000 325,000 2018 Term Loan Apr. 11, 2025 2,370,000 2,372,963 2,351,421 2,388,000 2,262,630 2,367,250 Total debt $ 9,930,000 $ 10,076,546 $ 9,845,502 $ 10,028,000 $ 9,736,246 $ 9,938,553 Less: current maturities of long-term debt ( 24,000 ) ( 941,728 ) Total long-term debt, net of current maturities $ 9,821,502 $ 8,996,825 The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented: For the three months ended September 30, For the nine months ended September 30, 2019 2018 2019 2018 Cash Non-cash Cash Non-cash Cash Non-cash Cash Non-cash Interest Interest Interest Interest Interest Interest Interest Interest (in thousands) 2014 Senior Notes $ 9,141 $ 201 $ 9,141 $ 191 $ 27,422 $ 596 $ 27,422 $ 567 2016 Senior Notes 13,406 265 13,406 252 40,219 786 40,219 748 2017 Senior Notes 7,500 — 7,500 — 22,500 — 22,500 — 2013 Tower Securities 5,396 — 5,396 — 16,188 — 20,267 — 2014 Tower Securities 11,439 — 12,785 — 37,009 — 38,354 — 2015-1C Tower Securities 3,985 — 3,985 — 11,954 — 11,954 — 2016-1C Tower Securities 5,090 — 5,090 — 15,271 — 15,271 — 2017-1C Tower Securities 6,096 — 6,096 — 18,269 — 18,268 — 2018-1C Tower Securities 5,570 — 5,570 — 16,711 — 12,502 — 2019-1C Tower Securities 1,671 — — — 1,671 — — — Revolving Credit Facility 1,009 — 1,721 — 5,409 — 4,911 — 2014 Term Loan — — — — — — 15,550 146 2015 Term Loan — — — — — — 5,237 187 2018 Term Loan 26,243 196 25,096 189 79,959 572 46,303 354 Other 21 — ( 69 ) — 99 — ( 480 ) — Total $ 96,567 $ 662 $ 95,717 $ 632 $ 292,681 $ 1,954 $ 278,278 $ 2,002 Senior Credit Agreement Revolving Credit Facility under the Senior Credit Agreement The Revolving Credit Facility consists of a revolving loan under which up to $ 1.25 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate plus a margin that ranges from 112.5 basis points to 175.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 75.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.20 % and 0.25 % per annum on the amount of unused commitment. 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, April 11, 2023 . The proceeds available under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of the period may not be reflective of the total amounts outstanding during such period. During the three months ended September 30, 2019, the Company borrowed $ 175.0 million and repaid $ 255.0 million of the outstanding balance under the Revolving Credit Facility. During the nine months ended September 30, 2019, the Company borrowed $ 265.0 million and repaid $ 590.0 million of the outstanding balance under the Revolving Credit Facility. As of September 30, 2019, there was no balance outstanding under the Revolving Credit Facility. In addition, SBA Senior Finance II was required to pay a commitment fee of 0.20 % per annum on the amount of the unused commitment. As of September 30, 2019, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement. Term Loans under the Senior Credit Agreement 2014 Term Loan The 2014 Term Loan consisted of a senior secured term loan with an initial aggregate principal amount of $ 1.5 billion that was scheduled to mature on March 24, 2021 . The 2014 Term Loan accrued interest, at SBA Senior Finance II’s election, at either the Base Rate plus 125 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 225 basis points (with a zero Eurodollar Rate floor). The 2014 Term Loan was originally issued at 99.75 % of par value. Principal payments on the 2014 Term Loan commenced on September 30, 2014 and were being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $ 3.8 million. The Company incurred deferred financing fees of approximately $ 14.1 million in relation to this transaction, which were being amortized through the maturity date. During the three months ended March 31, 2018, the Company repaid $ 3.8 million of principal on the 2014 Term Loan. On April 11, 2018, the Company repaid the remaining $ 1,443.8 million outstanding principal balance of the 2014 Term Loan with proceeds from the 2018 Term Loan. In connection with the repayment, the Company expensed $ 5.8 million of net deferred financing fees and $ 1.7 million of discount related to the debt. 2015 Term Loan The 2015 Term Loan consisted of a senior secured term loan with an initial aggregate principal amount of $ 500.0 million that was scheduled to mature on June 10, 2022 . The 2015 Term Loan accrued interest, at SBA Senior Finance II’s election at either the Base Rate plus 125 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 225 basis points (with a zero Eurodollar Rate floor). The 2015 Term Loan was originally issued at 99.0 % of par value. Principal payments on the 2015 Term Loan commenced on September 30, 2015 and were being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $ 1.3 million. The Company incurred deferred financing fees of approximately $ 5.5 million in relation to this transaction, which were being amortized through the maturity date. During the three months ended March 31, 2018, the Company repaid $ 1.3 million of principal on the 2015 Term Loan. On April 11, 2018, the Company repaid the remaining $ 486.3 million outstanding principal balance of the 2015 Term Loan with proceeds from the 2018 Term Loan. In connection with the repayment, the Company expensed $ 3.2 million of net deferred financing fees and $ 3.1 million of discount related to the debt. 2018 Term Loan On April 11, 2018, the Company, through its wholly owned subsidiary, SBA Senior Finance II LLC, obtained a new term loan (the “2018 Term Loan”) under the amended and restated Senior Credit Agreement. The 2018 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $ 2.4 billion that matures on April 11, 2025 . The 2018 Term Loan accrues interest, at SBA Senior Finance II’s election at either the Base Rate plus 100 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 200 basis points (with a zero Eurodollar Rate floor). The 2018 Term Loan was issued at 99.75 % of par value. As of September 30, 2019, the 2018 Term Loan was accruing interest at 4.05 % per annum. Principal payments on the 2018 Term Loan commenced on September 30, 2018 and are being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $ 6.0 million. The Company incurred deferred financing fees of approximately $ 16.8 million in relation to this transaction, which are being amortized through the maturity date. The proceeds from the 2018 Term Loan were used (1) to retire the outstanding $ 1.93 billion in aggregate principal amount of the 2014 Term Loan and 2015 Term Loan, (2) to pay down the existing outstanding balance under the Revolving Credit Facility, and (3) for general corporate purposes. During the three and nine months ended September 30, 2019, the Company repaid $ 6.0 million and $ 18.0 million, respectively, of principal on the 2018 Term Loan. As of September 30, 2019, the 2018 Term Loan had a principal balance of $ 2.4 billion. On February 1, 2019, the Company, through its wholly owned subsidiary, SBA Senior Finance II, LLC, entered into a four year interest rate swap on a portion of its 2018 Term Loan in order to reduce the Company’s exposure to fluctuations in interest rates. The interest rate swap has a $ 1.2 billion notional value receiving interest at one month LIBOR plus 200 basis points and paying a fixed rate of 4.495 % per annum settled monthly. On May 23, 2019, the Company, through its wholly owned subsidiary, SBA Senior Finance II, LLC, entered into a four year interest rate swap on a portion of its 2018 Term Loan in order to reduce the Company’s exposure to fluctuations in interest rates. The interest rate swap has a $ 750.0 million notional value receiving interest at one month LIBOR plus 200 basis points and paying a fixed rate of 4.08 % per annum settled monthly. Secured Tower Revenue Securities 2013 Tower Securities On April 18, 2013, the Company, through a New York common law trust (the “Trust”), issued $ 425.0 million of 2.240 % Secured Tower Revenue Securities Series 2013-1C, which had an anticipated repayment date of April 10, 2018 and a final maturity date of April 9, 2043 (the “2013-1C Tower Securities”), $ 575.0 million of 3.722 % Secured Tower Revenue Securities Series 2013-2C, which have an anticipated repayment date of April 11, 2023 and a final maturity date of April 9, 2048 (the “2013-2C Tower Securities”), and $ 330.0 million of 3.598 % Secured Tower Revenue Securities Series 2013-1D, which had an anticipated repayment date of April 10, 2018 and a final maturity date of April 9, 2043 (the “2013-1D Tower Securities”) (collectively the “2013 Tower Securities”). The aggregate $ 1.33 billion of 2013 Tower Securities had a blended interest rate of 3.218 % per annum, payable monthly. The Company incurred financing fees of $ 11.0 million in relation to this transaction, which were being amortized through the anticipated repayment date of each of the 2013 Tower Securities. On March 9, 2018, the Company repaid the entire aggregate principal amount of the 2013-1C Tower Securities and 2013-1D Tower Securities in connection with the issuance of the 2018-1C Tower Securities (as defined below). 2014 Tower Securities On October 15, 2014, the Company, through the Trust, issued $ 920.0 million of 2.898 % Secured Tower Revenue Securities Series 2014-1C, which had an anticipated repayment date of October 8, 2019 and a final maturity date of October 11, 2044 (the “2014-1C Tower Securities”) and $ 620.0 million of 3.869 % Secured Tower Revenue Securities Series 2014-2C, which have an anticipated repayment date of October 8, 2024 and a final maturity date of October 8, 2049 (the “2014-2C Tower Securities”) (collectively the “2014 Tower Securities”). The aggregate $ 1.54 billion of 2014 Tower Securities had a blended interest rate of 3.289 % per annum, payable monthly. The Company incurred financing fees of $ 22.5 million in relation to this transaction, which were being amortized through the anticipated repayment date of each of the 2014 Tower Securities. On September 13, 2019, the Company repaid the entire aggregate principal amount of the 2014-1C Tower Securities in connection with the issuance of the 2019-1C Tower Securities (as defined below). 2015-1C Tower Securities On October 14, 2015, the Company, through the Trust, issued $ 500.0 million of Secured Tower Revenue Securities Series 2015-1C, which have an anticipated repayment date of October 8, 2020 and a final maturity date of October 10, 2045 (the “2015-1C Tower Securities”). The fixed interest rate of the 2015-1C Tower Securities is 3.156 % per annum, payable monthly. The Company incurred financing fees of $ 11.2 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2015-1C Tower Securities. 2016-1C Tower Securities On July 7, 2016, the Company, through the Trust, issued $ 700.0 million of Secured Tower Revenue Securities Series 2016-1C, which have an anticipated repayment date of July 9, 2021 and a final maturity date of July 10, 2046 (the “2016-1C Tower Securities”). The fixed interest rate of the 2016-1C Tower Securities is 2.877 % per annum, payable monthly. The Company incurred financing fees of $ 9.5 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2016-1C Tower Securities. 2017-1C Tower Securities On April 17, 2017, the Company, through the Trust, issued $ 760.0 million of Secured Tower Revenue Securities Series 2017-1C, which have an anticipated repayment date of April 11, 2022 and a final maturity date of April 9, 2047 (the “2017-1C Tower Securities”). The fixed interest rate on the 2017-1C Tower Securities is 3.168 % per annum, payable monthly. The Company incurred financing fees of $ 10.2 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2017-1C Tower Securities. In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SBA Guarantor, LLC, a wholly owned subsidiary, purchased $ 40.0 million of Secured Tower Revenue Securities Series 2017-1R issued by the Trust, which have an anticipated repayment date of April 11, 2022 and a final maturity date of April 9, 2047 (the “2017-1R Tower Securities”). The fixed interest rate on the 2017-1R Tower Securities is 4.459 % per annum, payable monthly. Principal and interest payments made on the 2017-1R Tower Securities eliminate in consolidation. 2018-1C Tower Securities On March 9, 2018, the Company, through the Trust, issued $ 640.0 million of Secured Tower Revenue Securities Series 2018-1C, which have an anticipated repayment date of March 9, 2023 and a final maturity date of March 9, 2048 (the “2018-1C Tower Securities”). The fixed interest rate on the 2018-1C Tower Securities is 3.448 % per annum, payable monthly. The Company incurred financing fees of $ 8.6 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2018-1C Tower Securities. In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased $ 33.7 million of Secured Tower Revenue Securities Series 2018-1R issued by the Trust. These securities have an anticipated repayment date of March 9, 2023 and a final maturity date of March 9, 2048 (the “2018-1R Tower Securities”). The fixed interest rate on the 2018-1R Tower Securities is 4.949 % per annum, payable monthly. Principal and interest payments made on the 2018-1R Tower Securities eliminate in consolidation. 2019-1C Tower Securities On September 13, 2019, the Company, through the Trust, issued $ 1.165 billion of Secured Tower Revenue Securities Series 2019-1C, which have an anticipated repayment date of January 12, 2025 and a final maturity date of January 12, 2050 (the “2019-1C Tower Securities”). The fixed interest rate on the 2019-1C Tower Securities is 2.836 % per annum, payable monthly. Net proceeds from this offering were used to repay the entire aggregate principal amount of the 2014-1C Tower Securities ($ 920.0 million), as well as accrued and unpaid interest, amounts outstanding on the Revolving Credit Facility, and any remaining amount was used for general corporate purposes. The Company has incurred deferred financing fees of $ 12.0 million to date in relation to this transaction, which are being amortized through the anticipated repayment date of the 2019-1C Tower Securities. In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased $ 61.4 million of Secured Tower Revenue Securities Series 2019-1R issued by the Trust. These securities have an anticipated repayment date of January 12, 2025 and a final maturity date of January 12, 2050 (the “2019-1R Tower Securities”). The fixed interest rate on the 2019-1R Tower Securities is 4.213 % per annum, payable monthly. Principal and interest payments made on the 2019-1R Tower Securities eliminate in consolidation. In connection with the issuance of the 2019-1C Tower Securities, the non-recourse mortgage loan was increased by $ 1.2 billion (but increased by a net of $ 306.4 million after giving effect to prepayment of the loan components relating to the 2014-1C Tower Securities). The new loan, after eliminating the risk retention securities, accrues interest at the same rate as the 2019-1C Tower Securities and is subject to all other material terms of the existing mortgage loan, including collateral and interest rate after the anticipated repayment date. Debt Covenants and Terms of the Tower Revenue Securities As of September 30, 2019, the entities that are borrowers on the mortgage loan (the “Borrowers”) met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers. Senior Notes 2014 Senior Notes On July 1, 2014, the Company issued $ 750.0 million of unsecured senior notes due July 15, 2022 (the “2014 Senior Notes”). The 2014 Senior Notes accrue interest at a rate of 4.875 % per annum and were issued at 99.178 % of par value. Interest on the 2014 Senior Notes is due semi-annually on January 15 and July 15 of each year. The Company incurred financing fees of $ 11.6 million in relation to this transaction, which are being amortized through the maturity date. The 2014 Senior Notes are subject to redemption in whole or in part at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. The Company may redeem the 2014 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices: July 15, 2019 at 101.219 % or July 15, 2020 until maturity at 100.000 % of the principal amount of the 2014 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. 2016 Senior Notes On August 15, 2016, the Company issued $ 1.1 billion of unsecured senior notes due September 1, 2024 (the “2016 Senior Notes”). The 2016 Senior Notes accrue interest at a rate of 4.875 % per annum and were issued at 99.178 % of par value. Interest on the 2016 Senior Notes is due semi-annually on March 1 and September 1 of each year, beginning on March 1, 2017. The Company incurred financing fees of $ 12.8 million in relation to this transaction, which are being amortized through the maturity date. The 2016 Senior Notes are subject to redemption in whole or in part on or after September 1, 2019 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. The Company may redeem the 2016 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices: September 1, 2019 at 103.656 %, September 1, 2020 at 102.438 %, September 1, 2021 at 101.219 %, or September 1, 2022 until maturity at 100.000 %, of the principal amount of the 2016 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. 2017 Senior Notes On October 13, 2017, the Company issued $ 750.0 million of unsecured senior notes due October 1, 2022 (the “2017 Senior Notes”). The 2017 Senior Notes accrue interest at a rate of 4.0 % per annum. Interest on the 2017 Senior Notes is due semi-annually on April 1 and October 1 of each year, beginning on April 1, 2018. The Company incurred financing fees of $ 8.9 million in relation to this transaction, which are being amortized through the maturity date. The 2017 Senior Notes are subject to redemption in whole or in part on or after October 1, 2019 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. Prior to October 1, 2020, the Company may, at its option, redeem up to 35 % of the aggregate principal amount of the 2017 Senior Notes originally issued at a redemption price of 104.000 % of the principal amount of the 2017 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. The Company may redeem the 2017 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices: October 1, 2019 at 102.000 %, October 1, 2020 at 101.000 %, or October 1, 2021 until maturity at 100.000 %, of the principal amount of the 2017 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. |