UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
U.S. BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
31-0841368
(I.R.S. Employer
Identification No.)
| | | | |
180 East Fifth Street St. Paul, Minnesota (Address of principal executive offices) | | | | 55101 (Zip code) |
Gerald R. Wheeler
U.S. Bank National Association
One Federal Street
Boston, MA 02110
617-603-6552
(Name, address and telephone number of agent for service)
SBA Communications Corporation
SBA Telecommunications, Inc.
(Exact name of obligor as specified in its charter)
| | |
| Florida | | 65-0716501/65-0820356 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| |
5900 Broken Sound Parkway NW Boca Raton, Florida | | 33487 |
| (Address of principal executive offices) | | (Zip code) |
9¾% Senior Discount Notes Due 2011
(Title of the indenture securities)
Item 1. GENERAL INFORMATION.Furnish the following information as to the trustee:
(a)Name and address of each examining or supervising authority to which it is subject.
Comptroller of the Currency
Washington, D.C.
(b)Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. AFFILIATIONS WITH OBLIGORS.If the obligors are affiliates of the trustee, describe each such affiliation.
None
Items 3-15.Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligors are not in default under any Indenture for which the Trustee acts as Trustee.
Item 16. LIST OF EXHIBITS.List below all exhibits filed as a part of this statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee.*
2. A copy of the certificate of authority of the Trustee to commence business.*
3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
4. A copy of the existing bylaws of the Trustee.*
5. A copy of each Indenture referred to in Item 4. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7. Report of Condition of the Trustee as of December 31, 2003, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
| * | Incorporated by reference to Registration Number 333-67188 dated November 16, 2001. |
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NOTE
The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston and the Commonwealth of Massachusetts on the 16th day of April 2004.
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| U.S. BANK NATIONAL ASSOCIATION |
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| By: | | /s/ Gerald R. Wheeler |
| | |
|
| | | Gerald R. Wheeler Vice President |
| | |
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| By: | | /s/ Paul D. Allen |
| | |
|
| | | Paul D. Allen Vice President |
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Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned, U.S. Bank National Association hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: April 16, 2004
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| U.S. BANK NATIONAL ASSOCIATION |
| |
| By: | | /s/ Gerald R. Wheeler |
| | |
|
| | | Gerald R. Wheeler Vice President |
| | |
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| By: | | /s/ Paul D. Allen |
| | |
|
| | | Paul D. Allen Vice President |
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2003
| | | |
| | | 12/31/2003
|
Assets | | | |
Cash and Due From Depository Institutions | | $ | 8,631,361 |
Federal Reserve Stock | | | 0 |
Securities | | | 42,963,396 |
Federal Funds | | | 2,585,353 |
Loans & Lease Financing Receivables | | | 114,727,656 |
Fixed Assets | | | 1,840,487 |
Intangible Assets | | | 9,545,158 |
Other Assets | | | 8,865,639 |
| | |
|
|
Total Assets | | $ | 189,159,050 |
Liabilities | | | |
Deposits | | $ | 128,249,183 |
Fed Funds | | | 8,683,536 |
Treasury Demand Notes | | | 0 |
Trading Liabilities | | | 213,447 |
Other Borrowed Money | | | 21,664,023 |
Acceptances | | | 123,996 |
Subordinated Notes and Debentures | | | 5,953,524 |
Other Liabilities | | | 5,173,011 |
| | |
|
|
Total Liabilities | | $ | 170,060,720 |
Equity | | | |
Minority Interest in Subsidiaries | | $ | 1,002,595 |
Common and Preferred Stock | | | 18,200 |
Surplus | | | 11,677,397 |
Undivided Profits | | | 6,400,138 |
| | |
|
|
Total Equity Capital | | $ | 19,098,330 |
Total Liabilities and Equity Capital | | $ | 189,159,050 |
To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.
U.S. Bank National Association
| | |
| By: | | /s/ Gerald R. Wheeler |
| | |
|
| | | Gerald R. Wheeler Vice President |
Date: April 16, 2004
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