EXHIBIT 99.1
LETTER OF TRANSMITTAL
SBA COMMUNICATIONS CORPORATION
OFFER TO EXCHANGE
$269,000,000 PRINCIPAL AMOUNT AT MATURITY OF 12% SENIOR DISCOUNT NOTES DUE 2008
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
FOR ANY AND ALL OUTSTANDING
$269,000,000 PRINCIPAL AMOUNT AT MATURITY OF 12% SENIOR DISCOUNT NOTES DUE 2008
PURSUANT TO THE PROSPECTUS, DATED _______, 1998
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON ___________, 1998 (AS SUCH DATE AND TIME MAY BE EXTENDED BY THE
COMPANY IN ITS SOLE DISCRETION, THE "EXPIRATION DATE").
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PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal
should be completed, signed, and submitted to:
By Registered or Certified Mail, by Overnight Carrier
or by Hand: By Facsimile:
State Street Bank and Trust Company State Street Bank and Trust Company
Two International Place Attention: Kellie Mullen, Corporate Trust, Fourth Floor
Boston, MA 02110 (617) 664-5371
Attention: Kellie Mullen, Corporate Trust, Fourth Floor
Confirm By Telephone:
(617) 664-5602
Delivery of this Letter of Transmittal to an address other than as set
forth above or transmission of instructions via a facsimile number other than
that set forth above will not constitute a valid delivery.
The undersigned hereby acknowledges receipt of the Prospectus dated
_______, 1998 (the "Prospectus") of SBA Communications Corporation, a company
incorporated under the laws of the state of Florida (the "Company"), and this
Letter of Transmittal (the "Letter of Transmittal"), that together constitute
the Company's offer (the "Exchange Offer") to exchange $1,000 principal amount
(or fraction thereof) of a new series of 12% Senior Discount Notes due 2008 (the
"New Notes") for each $1,000 principal amount (or fraction thereof) of its
outstanding 12% Senior Discount Notes due 2008 (the "Old Notes"). The New Notes
and the Old Notes are collectively referred to as the "Notes." Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Prospectus.
THE REGISTRATION STATEMENT ON FORM S-4 (FILE NO. 333-_____) OF WHICH THE
PROSPECTUS IS A PART WAS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE
COMMISSION ON _______, 1998.
Either this Letter of Transmittal or an Agent's Message (as defined) is
to be completed by a holder of Old Notes (which term, for purposes of the
Exchange Offer, includes any participant in the DTC system whose name appears on
a security position listing as the holder of such Old Notes) in order to tender
Old Notes. All
deliveries of Old Notes must be made either by (i) endorsement and delivery of
Definitive Registered Notes or (ii) by book-entry transfer of Book-Entry
Interests to the account maintained by the Exchange Agent at DTC pursuant to the
procedures set forth in the Prospectus under "The Exchange Offer--Procedures For
Tendering Book." Holders of Old Notes who are unable to deliver (i) endorsed
Definitive Registered Notes, (ii) confirmation of the book-entry tender of their
Old Notes into the Exchange Agent's account at DTC (a "Book-Entry Confirmation")
or (iii) in either case all other documents required by this Letter of
Transmittal to the Exchange Agent on or prior to the Expiration Date must tender
their Old Notes according to the guaranteed delivery procedures set forth in the
Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures." See
Instruction 1. Delivery of documents to DTC does not constitute delivery to the
Exchange Agent.
The undersigned has completed the appropriate boxes below and signed
this Letter to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
List below the Old Notes to which this Letter relates. If the space
provided is inadequate, the principal amount of Old Notes should be listed on a
separate signed schedule affixed hereto.
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BOX 1
DESCRIPTION OF OLD NOTES TENDERED
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NAME(S) AND ADDRESS(ES) OF
HOLDER(S) OF OLD NOTES, AGGREGATE PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF OLD NOTES
(PLEASE FILL IN, IF BLANK) OLD NOTES TENDERED*
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
TOTAL
=======================================================================================================================
* Unless otherwise indicated in this column, ALL of the Old Notes indicated
in the preceding column of this Box 1 or delivered to the Exchange Agent
herewith shall be deemed tendered. See Instruction 4.
[_] CHECK HERE IF DEFINITIVE REGISTERED NOTES ARE BEING DELIVERED WITH THIS
LETTER OF TRANSMITTAL AND COMPLETE THE FOLLOWING:
Name(s) of Holder(s) _______________________________________
Certificate Number(s) ______________________________________
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution _______________________________
The Depository Trust Company Account Number ____ Transaction Code
Number ____
By crediting the Old Notes to the Exchange Agent's account at DTC in
accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying
with applicable ATOP procedures with respect to the Exchange Offer, including
transmitting a computer-generated message (an "Agent's Message") to the Exchange
Agent in which the holder of the Old Notes acknowledges and agrees to be bound
by the terms of this Letter of Transmittal, the DTC participant confirms on
behalf of itself and the beneficial owners of such Old Notes all provisions of
this Letter of Transmittal applicable to it and such beneficial owners as fully
as if it had completed the information required herein and executed and
transmitted this Letter of Transmittal to the Exchange Agent.
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Holder(s) _________________________________________
Name of Institution that guaranteed delivery__________________
If Definitive Registered Notes are being tendered:
Name of Holder(s) ____________________________________________
Certificate number ___________________________________________
If Book-Entry Interests are being tendered:
The Depository Trust Company: Account Number ______________________
Transaction Code Number ______________
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO:
Name __________________________________________________________
Address ________________________________________________________
You are entitled to as many copies as you may reasonably request and
if you need more than 10 copies, please so indicate by a notation below.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
SBA Communications Corporation
One Town Center Road
Boca Raton, Florida 33486
Attention: Jeffrey A. Stoops, Esq.
State Street Bank and Trust Company
Two International Place
Boston, MA 02110
Attention: Kellie Mullen, Corporate Trust, Fourth Floor
Re: Tender of Old Notes for New Notes
---------------------------------
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer
described in the Prospectus and this Letter of Transmittal, the undersigned
hereby tenders to SBA Communications Corporation the principal amount of Old
Notes indicated in Box 1 above (the "Tendered Notes"). Subject to, and
effective upon, the acceptance for exchange of the Tendered Notes, the
undersigned hereby exchanges, assigns, and transfers to, or upon the order of,
SBA Communications Corporation, all right, title, and interest in, to and under
the Tendered Notes. Each DTC participant transmitting by means of DTC a
computer-generated message forming part of a Book-Entry Confirmation, on behalf
of itself and the beneficial owner of the Old Notes tendered thereby,
acknowledges receipt of the Prospectus and this Letter of Transmittal and agrees
to be bound by the terms and conditions of the Exchange Offer as set forth in
the Prospectus and this Letter of Transmittal.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign, and transfer the Tendered
Notes and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges, encumbrances, and adverse
claims when the Tendered Notes are acquired by the Company as contemplated
herein. The undersigned and each beneficial owner of Old Notes tendered by the
undersigned will, upon request, execute and deliver any additional documents
reasonably requested by the Company as necessary or desirable to complete and
give effect to the transactions contemplated hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney in fact of the undersigned with
respect to the Tendered Notes, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver the Tendered Notes to the Company or cause ownership of the Tendered
Notes to be transferred to, or upon the order of, the Company, and deliver all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company upon receipt by the Exchange Agent, as the undersigned's agent, of
the New Notes to which the undersigned is entitled upon the acceptance by the
Company of the Tendered Notes pursuant to the Exchange Offer, and (ii) receive
all benefits and otherwise exercise all rights of beneficial ownership of the
Tendered Notes, all in accordance with the terms of the Exchange Offer.
The undersigned also acknowledges that this Exchange Offer is being made
by the Company in reliance on an interpretation by the staff of the Securities
and Exchange Commission (the "Commission"), as set forth in certain no-action
letters to third parties, that the New Notes issued in exchange for the Old
Notes pursuant to the Exchange Offer may be offered for resale, resold and
otherwise transferred by holders thereof (other than a broker-dealer, as set
forth below, or any such holder that is an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act of 1933, as amended (the
"Securities Act"), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such New Notes are
acquired in the ordinary course of such holder's business and such holders have
no arrangement with any person to participate in the distribution (within the
meaning of the Securities Act) of such New Notes. By tendering, each holder of
Old
Notes represents to the Company that (i) the New Notes or Book-Entry Interests
therein to be acquired by such holder and any beneficial owner(s) of such Old
Notes or interests therein ("Beneficial Owner(s)") in connection with the
Exchange Offer are being acquired by such holder and any Beneficial Owner(s) in
the ordinary course of business of the holder and any Beneficial Owner(s), (ii)
the holder and each Beneficial Owner are not participating, do not intend to
participate, and have no arrangement or understanding with any person to
participate, in the distribution of the New Notes, (iii) if the holder is a
resident of the State of California, it falls under the self-executing
institutional investor exemption set forth under Section 25102(i) of the
Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the
California Blue Sky Regulations, (iv) if the undersigned is a resident of the
Commonwealth of Pennsylvania, it falls under the self-executing institutional
investor exemption set forth under Sections 203(c), 102(d) and (k) of the
Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania Blue
Sky Regulations and an interpretive opinion dated November 16, 1985, (v) the
holder and each Beneficial Owner acknowledge and agree that any person who is a
broker-dealer registered under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or is participating in the Exchange Offer for the purpose
of distributing the New Notes must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary
resale transaction of the New Notes or interests therein acquired by such person
and cannot rely on the position of the staff of the Commission set forth in
certain no-action letters, (vi) the holder and each Beneficial Owner understands
that a secondary resale transaction described in clause (v) above and any
resales of New Notes or interests therein obtained by such holder in exchange
for Old Notes or interests therein originally acquired by such holder directly
from the Company should be covered by an effective registration statement
containing the selling security holder information required by Item 507 or Item
508, as applicable, of Regulation S-K of the Commission and (vii) neither the
holder nor any Beneficial Owner(s) is an "affiliate," as defined in Rule 405
under the Securities Act, of the Company. Upon a request by the Company, a
holder or beneficial owner will deliver to the Company a legal opinion
confirming its representation made in clause (vii) above. By tendering, each
holder of Old Notes that is a broker-dealer (whether or not it is also an
"affiliate") that will receive New Notes for its own account pursuant to the
Exchange Offer, represents that the Old Notes to be exchanged for the New Notes
were acquired by it as a result of market-making activities or other trading
activities, and acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes; however, by so acknowledging and by delivering a prospectus, the holder
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the captions "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer, subject only to withdrawal of
such tenders on the terms set forth in the Prospectus under the caption "The
Exchange Offer--Withdrawal of Tenders." All authority herein conferred or
agreed to be conferred shall survive the death or incapacity of the undersigned
and any Beneficial Owner(s), and every obligation of the undersigned or any
Beneficial Owners hereunder shall be binding upon the heirs, representatives,
successors, and assigns of the undersigned and such Beneficial Owner(s).
The undersigned acknowledges and understands that New Notes will be
issued in exchange for Tendered Notes (i) as Definitive Registered Notes
registered in the name(s) of the undersigned and sent to the address(es) shown
above in Box 1 or, if applicable, Box 2 if Definitive Registered Notes were
tendered or (ii) as Book-Entry Interests delivered by book-entry transfer to the
account of the undersigned shown above under Box 1 or, if applicable, Box 2 if
Book-Entry Interests were tendered.
Unless otherwise indicated in Box 2 below, please deliver New Notes as
specified in Box 1.
The undersigned, by completing Box 1 above and signing this letter, will
be deemed to have tendered the Old Notes as set forth in such Box above.
================================================================================
BOX 2
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if the New Notes exchanged for Old Notes and/or if
untendered Old Notes or Old Notes that are not accepted for exchange are to be
delivered to someone other than the undersigned, or to the undersigned at an
address or an account maintained at DTC other than that shown above under Box 1.
Please issue New Notes and/or any unexchanged or unaccepted Old Notes to:
Names(s):
_____________________________________________________________________________
(please type or print)
Address:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(include Zip Code)
Tax Identification or
Social Security No.:
[_] Credit Book-Entry Interests in New Notes and/or unexchanged or unaccepted
Old Notes to the DTC account set forth below:
_________________________________________________________________
================================================================================
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BOX 3
USE OF GUARANTEED DELIVERY
[_] CHECK HERE ONLY IF OLD NOTES ARE BEING
TENDERED BY MEANS OF A NOTICE OF GUARANTEED DELIVERY.
See Instruction 2. If this box is checked, please provide the following
information:
Name(s) of Holder(s): _______________________________________________________
_____________________________________________________________________________
Date of Execution of Notice of Guaranteed Delivery: _________________________
Name of Institution which Guaranteed Delivery: ______________________________
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE
(TOGETHER WITH A BOOK-ENTRY CONFIRMATION AND ANY OTHER REQUIRED DOCUMENTS OR THE
NOTICE OF GUARANTEED DELIVERY, AS APPLICABLE) MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON OR PRIOR TO THE EXPIRATION
DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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BOX 4
TENDERING HOLDER SIGNATURE
(SEE INSTRUCTIONS 1 AND 5)
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X ____________________________________ Signature Guarantee
(If required by Instruction 5)
X ____________________________________ Authorized Signature
(Signature of Owner) X ______________________________
The above lines must be signed by the person Name: __________________________
in whose name such Old Notes are (i) (please print)
registered in the case of Definitive
Registered Notes being tendered or (ii) Title: _________________________
registered on the security position listing
maintained by DTC or, in each case, by any Name of Firm: __________________
person(s) authorized to become holder(s) by (Must be an
documents transmitted herewith. If Eligible
signature is by a trustee, executor, Institution as
administrator, guardian, attorney-in-fact, defined in
officer, or other person acting in a Instruction 2)
fiduciary or representative capacity, such
person must set forth his or her full title
below. See Instruction 5.
Name(s): ______________________________ Address: ______________________
______________________________ ______________________
Capacity: ______________________________ ______________________
(include Zip Code)
Street Address: ________________________ Area Code and Telephone Number:
________________________ ______________________
________________________
(include Zip Code) Date: __________________________
Area Code and Telephone Number:
________________________
Tax Identification or Social Security Number:
________________________
================================================================================
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of the Old Notes and this Letter of Transmittal.
(A) If the holder is tendering Definitive Registered Notes, such
holder must deliver (i) the certificate(s) representing the Old Notes tendered,
(ii) a properly completed and duly executed copy of this Letter of Transmittal
and (iii) any other documents required by this Letter of Transmittal, all of
which must be received by the Exchange Agent at its address set forth herein
prior to the Expiration Date.
(B) If the holder is tendering Book-Entry Interests, such holder must
(i) utilize DTC's ATOP system to tender such holder's Book-Entry Interests to an
account established at DTC by the Exchange Agent, (ii) make the Agent's Message
and cause a Book-Entry Confirmation to be issued to the Exchange Agent or
deliver a properly completed and duly executed copy of this Letter of
Transmittal and (iii) deliver any other documents required by this Letter of
Transmittal, all of which must be received by the Exchange Agent at its DTC
account or address set forth herein prior to the Expiration Date.
The method of delivery of certificates for Old Notes and all other
required documents is at the election and risk of the tendering holder and
delivery will be deemed made only when actually received by the Exchange Agent.
If delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. Instead of delivery by mail it is recommended that the
holder use an overnight or hand delivery service. In all cases, sufficient time
should be allowed to assure timely delivery. In no event should any Old Notes
or documentation be sent to the Company. Neither the Company nor the registrar
is under any obligation to notify any tendering holder of the Company's
acceptance of Tendered Notes prior to the Expiration Date.
2. Guaranteed Delivery Procedures. Holders, who wish to tender their Old
Notes but who cannot deliver their Old Notes, Letter of Transmittal or any other
documents required by the Letter of Transmittal to the Exchange Agent prior to
the Expiration Date must tender their Old Notes according to the guaranteed
delivery procedures set forth below, including completion of Box 3 (if this
Letter of Transmittal is being delivered). Pursuant to such procedures: (i) such
tender must be made by or through a firm which is a member of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc., or is a commercial bank or trust company having an office or
correspondent in the United States, or is otherwise an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended (an "Eligible Institution"), and the Notice of
Guaranteed Delivery must be signed by the holder; (ii) prior to the Expiration
Date, the Exchange Agent must have received from the holder and the Eligible
Institution a properly completed and duly executed Notice of Guaranteed Delivery
(by facsimile transmission, mail or hand delivery) setting forth the name and
address of the holder, in the case of Definitive Registered Notes, the
certificate number or numbers of the Tendered Notes, and, in each case, the
principal amount of Tendered Notes, stating that the tender is being made
thereby and guaranteeing that, within five New York Stock Exchange ("NYSE")
trading days after the Expiration Date, either a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof) or a properly
transmitted Agent's Message, together with the Tendered Notes and any other
required documents will be deposited by the Eligible Institution with the
Exchange Agent; and (iii) such Agent's Message or Letter of Transmittal, such
properly completed and executed documents required by this Letter of Transmittal
and such Tendered Notes in proper form for transfer must be received by the
Exchange Agent within five NYSE trading days after the Expiration Date. Failure
to complete the guaranteed delivery procedures outlined above will not, of
itself, affect the validity or effect a revocation of any Letter of Transmittal
form properly completed and executed by an Eligible Holder who attempted to use
the guaranteed delivery process.
3. Beneficial Owner Instructions to Registered Holders. Only a holder in
whose name Definitive Registered Notes are registered on the books of the
registrar (or the legal representative or attorney-in-fact of such
registered holder) or who is a DTC participant who owns a Book-Entry Interest in
the Old Notes through a security position maintained by DTC may execute and
deliver this Letter of Transmittal. Any Beneficial Owner of Old Notes who is not
the registered holder or who is not a DTC participant who has a security
position in the Old Notes maintained by DTC in its name must arrange promptly
with the registered holder or a DTC participant, as the case may be, to execute
and deliver this Letter of Transmittal or an Agent's Message on his or her
behalf through the execution and delivery to the registered holder or DTC
participant of the "Instructions to Registered Holder or DTC Participant from
Beneficial Owner" form accompanying this Letter of Transmittal.
4. Partial Tenders. If less than the entire number of Old Notes are
tendered, the tendering holder should fill in the number of Old Notes tendered
in the column labeled "Principal Amount of Old Notes Tendered" of Box 1 above.
The entire number of Old Notes delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated. If the entire number of all Old
Notes indicated in Box 1 above is not tendered, Old Notes in a principal amount
equal to Old Notes not tendered as well as New Notes exchanged for any Old Notes
tendered will be delivered to the address or account, as applicable, indicated
in Box 1, unless a different address or account, as applicable, is provided in
Box 2 of this Letter of Transmittal.
5. Signatures on the Letter of Transmittal; Endorsements; Guarantee Of
Signatures. If this Letter of Transmittal is signed by the registered holder(s)
of the Tendered Notes (in the case of Definitive Registered Notes), the
signature must correspond with the name(s) as written on the face of the
Tendered Notes without alteration, enlargement, or any change whatsoever. If
this Letter of Transmittal is signed by the DTC participant whose name appears
on a security position maintained by DTC (in the case of Book-Entry Interests),
the signature must correspond exactly with such participant's name as it appears
on a security position maintained by DTC listing such participant as the owner
of the Old Notes, without any change whatsoever.
If any of the Tendered Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any Tendered
Notes are held in different names on several Old Notes, it will be necessary to
complete, sign, and submit as many separate copies of the Letter of Transmittal
documents as there are names in which Tendered Notes are held.
When this Letter of Transmittal is signed by the holders of the Old
Notes specified herein and tendered hereby, no separate bond powers are
required. If, however, the New Notes are to be issued, or any untendered or
unaccepted Old Notes are to be reissued, to a person other than the holder, then
separate bond powers are required. Signatures on such bond powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Old Notes are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations, or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and, unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with this Letter of Transmittal.
Signatures on bond powers required by this Instruction 5 must be
guaranteed by an Eligible Institution. Signatures on this Letter of Transmittal
need not be guaranteed by an Eligible Institution if: (i) this Letter of
Transmittal is signed by the registered holder of Definitive Registered Notes
tendered hereby, (ii) this Letter of Transmittal is signed by any participant in
DTC whose name appears on a security position listing maintained by DTC as the
owner of the Old Notes tendered and such person has not completed Box 2 of this
Letter of Transmittal or (iii) the Old Notes are tendered for the account of an
Eligible Institution.
6. Special Delivery Instructions. Tendering holders of Old Notes should
indicate in Box 2 (i) the name and address to which Definitive Registered Notes
representing New Notes and/or substitute Definitive Registered Notes
representing Old Notes in a principal amount equal to the Old Notes not tendered
or not accepted for
exchange are to be sent or (ii) the DTC account to which Book-Entry Interests in
the New Notes issued pursuant to the Exchange Offer and/or substitute Book-Entry
Interests in the Old Notes not tendered or not accepted for exchange are to be
issued, in each case only if the recipient of such New Notes or substitute Old
Notes is different from the person signing this Letter of Transmittal. The
employer identification number or social security number of the person named
must also be indicated. If no such instructions are given, such New Notes and/or
Old Notes not tendered or not accepted for exchange will be credited to the
registered holder or DTC account of the person signing this Letter of
Transmittal.
7. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the sale and transfer of Old Notes to it or its order pursuant to
the Exchange Offer. If, however, a transfer tax is imposed for any reason other
than the transfer and sale of Old Notes to the Company or its order pursuant to
the Exchange Offer, then the amount of any such transfer taxes (whether imposed
on the registered holder or on any other person) will be payable by the
tendering holder. If satisfactory evidence of payment of such taxes or exemption
from taxes therefrom is not submitted with this Letter of Transmittal, the
amount of transfer taxes will be billed directly to such tendering holder.
8. Validity of Tenders. All questions as to the validity, form,
eligibility (including time of receipt), and acceptance of Tendered Notes will
be determined by the Company in its sole discretion, which determination will be
final and binding. The Company reserves the right to reject any and all Old
Notes not validly tendered or any Old Notes the Company's acceptance of which
would, in the opinion of the Company or its counsel, be unlawful. The Company
also reserves the right to waive any conditions of the Exchange Offer or defects
or irregularities in tenders of Old Notes as to any ineligibility of any holder
who seeks to tender Old Notes in the Exchange Offer. The interpretation of the
terms and conditions of the Exchange Offer (including this Letter of Transmittal
and the instructions hereto) by the Company shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Old Notes must be cured within such time as the Company shall determine. The
Company will use reasonable efforts to give notification of defects or
irregularities with respect to tenders of Old Notes, but shall not incur any
liability for failure to give such notification.
9. Waiver of Conditions. The Company reserves the absolute right to
amend, waive, or modify specified conditions of the Exchange Offer as enumerated
in the Prospectus in the case of any Tendered Notes.
10. No Conditional Tender. No alternative, conditional, irregular, or
contingent tender of Old Notes or transmittal of this Letter of Transmittal will
be accepted.
11. Mutilated, Lost, Stolen or Destroyed Old Notes. Any tendering holder
whose Old Notes have been mutilated, lost, stolen, or destroyed should contact
the Exchange Agent at the address indicated above for further instruction.
12. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.
13. Acceptance of Tendered Notes and Issuance of New Notes; Return Old
Notes. Subject to the terms and conditions of the Exchange Offer, the Company
will accept for exchange all validly tendered Old Notes as soon as practicable
after the Expiration Date and will issue New Notes therefor as soon as
practicable thereafter. For purposes of the Exchange Offer, the Company shall be
deemed to have accepted tendered Old Notes when, as and if the Company has given
written or oral notice thereof (such oral notice being promptly confirmed in
writing) to the Exchange Agent. If any Tendered Notes are not exchanged pursuant
to the Exchange Offer for any reason, such
unexchanged Old Notes will be returned, without expense, to the undersigned at
the address or DTC account shown above or at a different address or DTC account
as may be indicated herein under Box 2.
14. Withdrawal. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders."
15. Incorporation of Letter of Transmittal. This Letter of Transmittal
shall be deemed to be incorporated in and acknowledged and accepted by any
tender through DTC's ATOP procedures by any DTC participant on behalf of itself
and the beneficial owners of any Book-Entry Interests representing Old Notes so
tendered.
NOTICE OF GUARANTEED DELIVERY
FOR
12% SENIOR DISCOUNT NOTES DUE 2008
OF
SBA COMMUNICATIONS CORPORATION
As set forth in the Prospectus dated _______________, 1998 (the
"Prospectus") of SBA Communications Corporation (the "Company") and in the
accompanying Letter of Transmittal and instructions thereto (the "Letter of
Transmittal"), this form or one substantially equivalent hereto must be used to
accept the Company's Exchange Offer (the "Exchange Offer") to exchange new 12%
Senior Discount Notes due 2008 (the "New Notes") that have been registered under
the Securities Act of 1933, as amended (the "Securities Act"), for all of its
outstanding 12% Senior Discount Notes due 2008 (the "Old Notes") IF the Letter
of Transmittal or any other documents required thereby cannot be delivered to
the Exchange Agent, or Definitive Registered Notes cannot be delivered or the
procedure for book-entry transfer cannot be completed, prior to 5:00 p.m., New
York City Time, on the Expiration Date (as defined in the Prospectus). This form
may be delivered by an Eligible Institution by hand or transmitted by facsimile
transmission, overnight courier or mail to the Exchange Agent as set forth
below. Capitalized terms not defined herein have the meanings ascribed to them
in the Prospectus or the Letter of Transmittal.
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON _______________, 1998 (AS SUCH DATE AND TIME MAY BE EXTENDED BY THE
COMPANY IN ITS SOLE DISCRETION, THE "EXPIRATION DATE").
- --------------------------------------------------------------------------------
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
To: State Street Bank and Trust Company, as Exchange Agent
By Registered or Certified Mail, by Overnight Carrier or by By Facsimile:
Hand:
State Street Bank and Trust Company State Street Bank and Trust Company
Two International Place Attention: Kellie Mullen, Corporate Trust, Fourth Floor
Boston, MA 02110 (617) 664-5371
Attention: Kellie Mullen, Corporate Trust, Fourth Floor
Delivery of this Notice of Guaranteed Delivery to an address other
than as set forth above or transmission of instructions via a facsimile number
other than that set forth above will not constitute a valid delivery.
This form is not to be used to guarantee signatures. If a signature on
the Letter of Transmittal to be used to tender Old Notes is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the Letter
of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and
subject to the conditions set forth in the Prospectus and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the principal amount of Old Notes specified below
pursuant to the guaranteed delivery procedures set forth in the Prospectus and
in Instruction 2 of the Letter of Transmittal.
The undersigned understands that tenders of Old Notes pursuant to the
Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the
Expiration Date. Tenders of Old Notes may also be
withdrawn if the Exchange Offer is terminated without any such Old Notes being
purchased thereunder or as otherwise provided in the Prospectus.
All authority thereto conferred or agreed to be conferred by this
Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution
of the undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives of the undersigned.
The undersigned hereby tenders the Old Notes listed below:
- -------------------------------------------------------------------------------------------------------
Aggregate Principal Amount of Old Notes Principal Amount of Old Notes Tendered
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW
SIGN HERE
Name(s) of Holder(s): ____________________________________________
Address(es): ____________________________________________
____________________________________________
Telephone Number: ____________________________________________
Signature(s): ____________________________________________
____________________________________________
Date: ____________________________________________
DTC Account Number (if applicable): _____________________________________
This Notice of Guaranteed Delivery must be signed by (i) the Holder(s)
of Old Notes exactly as its/their name(s) appear on Definitive Registered Notes,
(ii) the Holder(s) of Old Notes exactly as its/their name(s) appear on a
security position listing maintained by DTC as the owner of Old Notes or (iii)
by person(s) authorized to become Holder(s) by documents transmitted with this
Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must provide the following
information:
Please print name(s) and address(es) of person signing above
Name(s): _________________________________________________________________
_________________________________________________________________
Capacity: _________________________________________________________________
Address(es): _________________________________________________________________
_________________________________________________________________
_________________________________________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), hereby (a) represents that the above named
person(s) "own(s)" the Old Notes tendered hereby within the meaning of Rule 14e-
4 under the Exchange Act, (b) represents that such tender of Old Notes complies
with Rule 14e-4 under the Exchange Act and (c) guarantees that delivery to the
Exchange Agent of the Letter of Transmittal (or facsimile thereof), either
Definitive Registered Notes in proper form for transfer or a confirmation of the
book-entry transfer of Book-Entry Interests representing such Old Notes into the
Exchange Agent's account at DTC, pursuant to the procedures for book-entry
transfer set forth in the Prospectus, and delivery of either a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
thereof) with any required signatures and any other documents required by the
Letter of Transmittal or an Agent's Message, will be received by the Exchange
Agent by 5:00 p.m., New York City time, on the fifth New York Stock Exchange
trading day after the Expiration Date.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF
TRANSMITTAL OR AGENT'S MESSAGE AND OLD NOTES TENDERED HEREBY TO THE EXCHANGE
AGENT WITHIN THE TIME PERIOD SET FORTH THEREIN AND THAT FAILURE TO DO SO COULD
RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.
-----------------------------------------------------------------------
SIGN HERE
Name of firm: _______________________________
Authorized Signature: _______________________________
Name (please print): _______________________________
Address: _______________________________
_______________________________
Telephone Number: _______________________________
Date: _______________________________
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DO NOT SEND ANY DEFINITIVE REGISTERED NOTES WITH THIS FORM. ACTUAL SURRENDER OF
DEFINITIVE REGISTERED NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN
EXECUTED LETTER OF TRANSMITTAL.
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date. The
method of delivery of this Notice of Guaranteed Delivery and any other required
documents to the Exchange Agent is at the election and risk of the holder, and
the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. Instead of delivery by mail, it is recommended
that the holder use an overnight or hand delivery service. In all cases
sufficient time should be allowed to assure timely delivery. For a description
of the guaranteed delivery procedure, see Instruction 2 of the Letter of
Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Old Notes to be
tendered (in the case of Definitive Registered Notes), the signature must
correspond with the name(s) as written on the face of such Old Notes without
alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed
Delivery is signed by the DTC participant whose name appears on a security
position maintained by DTC (in the case of Book-Entry Interests), the signature
must correspond exactly with such participant's name as it appears on a security
position maintained by DTC listing such participant as the owner of the Old
Notes, without any change whatsoever.
If any of the Old Notes to be tendered are owned of record by two or
more joint owners, all such owners must sign this Notice of Guaranteed Delivery.
If any Old Notes to be tendered are held in different names on several Old
Notes, it will be necessary to complete, sign, and submit as many separate
copies of the Notice of Guaranteed Delivery documents as there are names in
which Old Notes to be tendered are held.
If this Notice of Guaranteed Delivery or any Old Notes are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations, or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and, unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with this Notice of Guaranteed Delivery.
3. Requests for Assistance of Additional Copies. Questions and requests
for assistance and requests for additional copies of the prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders also may contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.
LETTER TO REGISTERED HOLDERS AND DTC PARTICIPANTS
REGARDING THE OFFER TO EXCHANGE
$269,000,000 PRINCIPAL AMOUNT AT MATURITY OF 12% SENIOR DISCOUNT NOTES DUE 2008
FOR ANY AND ALL OUTSTANDING
$269,000,000 PRINCIPAL AMOUNT AT MATURITY OF 12% SENIOR DISCOUNT NOTES DUE 2008
OF
SBA COMMUNICATIONS CORPORATION
To Registered Holders and The Depository Trust Company Participants:
We are enclosing herewith the materials listed below relating to the
offer by SBA Communications Corporation (the "Company") to exchange its new 12%
Senior Discount Notes due 2008 (the "New Notes"), pursuant to an offering
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount of its issued and outstanding 12% Senior Discount
Notes due 2008 (the "Old Notes") upon the terms and subject to the conditions
set forth in the Company's Prospectus, dated _______________, 1998, and the
related Letter of Transmittal (which together constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated _______________, 1998;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Registered Holder or DTC Participant from Beneficial
Owner; and
5. Letter which may be sent to your clients for whose account you hold
Definitive Registered Notes or Book-Entry Interests representing Old Notes in
your name or in the name of your nominee, to accompany the instruction form
referred to above, for obtaining such client's instruction with regard to the
Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _______________,
1998, UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.
To participate in the Exchange Offer, a beneficial holder must either
(i) cause to be delivered to State Street Bank and Trust Company (the "Exchange
Agent") at the address set forth in the Letter of Transmittal Definitive
Registered Notes in proper form for transfer together with a properly executed
Letter of Transmittal or (ii) cause a DTC Participant to tender such holder's
Old Notes to the Exchange Agent's account maintained at the Depository Trust
Company ("DTC") for the benefit of the Exchange Agent through DTC's Automated
Tender Offer Program ("ATOP"), including transmission of a computer-generated
message that acknowledges and agrees to be bound by the terms of the Letter of
Transmittal. By complying with DTC's ATOP procedures with respect to the
Exchange Offer, the DTC Participant confirms on behalf of itself and the
beneficial owners of tendered Old Notes all provisions of the Letter of
Transmittal applicable to it and such beneficial owners as fully as if it
completed, executed and returned the Letter of Transmittal to the Exchange
Agent.
Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that: (i) the New Notes or Book-Entry Interests therein
to be acquired by such holder and any beneficial owner(s) of such Old Notes or
interests therein ("Beneficial Owner(s)") in connection with the Exchange Offer
are being acquired by such holder and any Beneficial Owner(s) in the ordinary
course of business of the holder and any Beneficial Owner(s), (ii) the holder
and each Beneficial Owner are not participating, do not intend to participate,
and have no arrangement or understanding with any person to participate, in the
distribution of the New Notes, (iii) if the holder or Beneficial Owner is a
resident of the State of California, it falls under the self-executing
institutional investor exemption set forth under Section 25102(i) of the
Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the
California Blue Sky Regulations, (iv) if the holder or Beneficial Owner is a
resident of the Commonwealth of Pennsylvania, it falls under the self-executing
institutional investor exemption set forth under Sections 203(c), 102(d) and (k)
of the Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania
Blue Sky Regulations and an interpretive opinion dated November 16, 1985, (v)
the holder and each Beneficial Owner acknowledge and agree that any person who
is a broker-dealer registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or is participating in the Exchange Offer for the
purpose of distributing the New Notes must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the New Notes or interests therein acquired by
such person and cannot rely on the position of the staff of the Commission set
forth in certain no-action letters, (vi) the holder and each Beneficial Owner
understand that a secondary resale transaction described in clause (v) above and
any resales of New Notes or interests therein obtained by such holder in
exchange for Old Notes or interests therein originally acquired by such holder
directly from the Company should be covered by an effective registration
statement containing the selling security holder information required by Item
507 or Item 508, as applicable, of Regulation S-K of the Commission and (vii)
neither the holder nor any Beneficial Owner(s) is an "affiliate," as defined in
Rule 405 under the Securities Act, of the Company. Upon a request by the
Company, a holder or beneficial owner will deliver to the Company a legal
opinion confirming its representation made in clause (vii) above. If the
tendering holder of Old Notes is a broker-dealer (whether or not it is also an
"affiliate") or any Beneficial Owner(s) that will receive New Notes for its own
or their account pursuant to the Exchange Offer, the tendering holder will
represent on behalf of itself and the Beneficial Owner(s) that the Old Notes to
be exchanged for the New Notes were acquired as a result of market-making
activities or other trading activities, and acknowledge on its own behalf and on
the behalf of such Beneficial Owner(s) that it or they will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such New Notes; however, by so acknowledging and by delivering a prospectus,
such tendering holder will not be deemed to admit that it or any Beneficial
Owner is an "underwriter" within the meaning of the Securities Act.
The enclosed "Instruction to Registered Holder or DTC Participant from
Beneficial Owner" form contains an authorization by the beneficial owners of Old
Notes for you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer
or to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Notes pursuant to the Exchange Offer. The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Old Notes to it, except as otherwise provided in Instruction 7 of the
enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from State
Street Bank and Trust Company, Two International Place, Boston, MA 02110,
Attention: Kellie Mullen, Corporate Trust, Fourth Floor.
Very truly yours,
SBA COMMUNICATIONS CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF SBA COMMUNICATIONS CORPORATION OR STATE STREET BANK AND TRUST COMPANY
OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN
CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH
AND THE STATEMENTS CONTAINED THEREIN.
INSTRUCTION TO REGISTERED HOLDER OR DTC PARTICIPANT
FROM BENEFICIAL OWNER
FOR
12% SENIOR DISCOUNT NOTES DUE 2008
OF
SBA Communications Corporation
The undersigned hereby acknowledges receipt of the Prospectus dated
_______________, 1998 (the "Prospectus"), of SBA Communications Corporation, a
company incorporated under the laws of Florida (the "Company"), and the
accompanying Letter of Transmittal (the "Letter of Transmittal") that together
constitute the Company's offer (the "Exchange Offer"). Capitalized terms used
but not defined herein have the meanings assigned to them in the Prospectus and
the Letter of Transmittal.
This will instruct you as to the action to be taken by you relating to
the Exchange Offer with respect to the 12% Senior Discount Notes due 2008 (the
"Old Notes") held by you for the account of the undersigned.
The principal amount of the Old Notes held by you for the account of
the undersigned is (fill in amount): $_____________ principal amount of Old
Notes.
With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):
[_] To TENDER the following principal amount of Old Notes held by you for
the account of the undersigned (insert amount of Old Notes to be tendered, if
any):
$_____________ principal amount of Old Notes.
[_] NOT to TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you
for the account of the undersigned, it is understood that you are authorized:
(a) to make, on behalf of the undersigned (and the undersigned, by
its signature below, hereby makes to you), the representations and
warranties contained in the Letter of Transmittal that are to be made with
respect to the undersigned as a beneficial owner, including but not limited
to the representations that (i) the New Notes or Book-Entry Interests
therein to be acquired by the undersigned (the "Beneficial Owner(s)") in
connection with the Exchange Offer are being acquired by the undersigned in
the ordinary course of business of the undersigned, (ii) the undersigned is
not participating, does not intend to participate, and has no arrangement
or understanding with any person to participate, in the distribution of the
New Notes, (iii) if the undersigned is a resident of the State of
California, it falls under the self-executing institutional investor
exemption set forth under Section 25102(i) of the Corporate Securities Law
of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky
Regulations, (iv) if the undersigned is a resident of the Commonwealth of
Pennsylvania, it falls under the self-executing institutional investor
exemption set forth under Sections 203(c), 102(d) and (k) of the
Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania
Blue Sky Regulations and an interpretive opinion dated November 16, 1985,
(v) the undersigned acknowledges and agrees that any person who is a
broker-dealer registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or is participating in the Exchange Offer for
the purpose of distributing the New Notes must comply with the registration
and prospectus
delivery requirements of the Securities Act in connection with a secondary
resale transaction of the New Notes or interests therein acquired by such
person and cannot rely on the position of the staff of the Commission set
forth in certain no-action letters, (vi) the undersigned understands that a
secondary resale transaction described in clause (v) above and any resales
of New Notes or interests therein obtained by such holder in exchange for
Old Notes or interests therein originally acquired by such holder directly
from the Company should be covered by an effective registration statement
containing the selling security holder information required by Item 507 or
Item 508, as applicable, of Regulation S-K of the Commission and (vii) the
undersigned is not an "affiliate," as defined in Rule 405 under the
Securities Act, of the Company. Upon a request by the Company, a holder or
beneficial owner will deliver to the Company a legal opinion confirming its
representation made in clause (vii) above. If the undersigned is a broker-
dealer (whether or not it is also an "affiliate") that will receive New
Notes for its own account pursuant to the Exchange Offer, the undersigned
represents that the Old Notes to be exchanged for the New Notes were
acquired by it as a result of market-making activities or other trading
activities, and acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
New Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned does not and will not be deemed to admit that is and
"underwriter" within the meaning of the Securities Act;
(b) to agree, on behalf of the undersigned, as set forth in the
Letter of Transmittal; and
(c) to take such other action as necessary under the Prospectus or
the Letter of Transmittal to effect the valid tender of such Old Notes.
SIGN HERE
Name of Beneficial Owner(s): ______________________________________
Signature(s): ______________________________________
Name(s) (please print): ______________________________________
Address: ______________________________________
______________________________________
Telephone Number: ______________________________________
Taxpayer Identification or Social Security Number: __________________
Date: ______________________________________
LETTER TO CLIENTS
REGARDING THE OFFER TO EXCHANGE
$269,000,000 PRINCIPAL AMOUNT AT MATURITY OF 12% SENIOR DISCOUNT NOTES DUE 2008
FOR ANY AND ALL OUTSTANDING
$269,000,000 PRINCIPAL AMOUNT AT MATURITY OF 12% SENIOR DISCOUNT NOTES DUE 2008
OF
SBA COMMUNICATIONS CORPORATION
To Our Clients:
We are enclosing herewith a Prospectus, dated _______________, 1998,
of SBA Communications Corporation (the "Company") and a related Letter of
Transmittal (which together constitute the "Exchange Offer") relating to the
offer by the Company to exchange its new 12% Senior Discount Notes due 2008 (the
"New Notes"), pursuant to an offering registered under the Securities Act of
1933, as amended (the "Securities Act"), for a like principal amount of its
issued and outstanding 12% Senior Discount Notes due 2008 (the "Old Notes") upon
the terms and subject to the conditions set forth in the Prospectus and the
Letter of Transmittal.
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON ________, 1998, UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.
We are the Registered Holder or DTC participant through which you hold
an interest in the Old Notes. A tender of such Old Notes can be made only by us
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender your beneficial
ownership of Old Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of
your Old Notes held by us for your account pursuant to the terms and subject to
the conditions of the Exchange Offer. We also request that you confirm that we
may on your behalf make the representations contained in the Letter of
Transmittal that are to be made with respect to you as beneficial owner.
Pursuant to the Letter of Transmittal, each holder of Old Notes must
make certain representations and warranties that are set forth in the Letter of
Transmittal and in the attached form that we have provided to you for your
instructions regarding what action we should take in the Exchange Offer with
respect to your interest in the Old Notes.