SBA Buying Optasite

SBA Communications Corp. (Nasdaq: SBAC) has agreed to buy wireless tower company Optasite for approximately $253 million in unrestricted common stock. Optasite had raised over $125 million in private equity funding since its 2000 inception, from firms like Columbia Capital, Centennial Ventures, Citi, Highland Capital Partners, Kestral Management, Key Venture Partners, Berkshires Capital Investors, Long River Capital Partners and Village Ventures. It also secured leveraged financing from GE and Morgan Stanley.

PRESS RELEASE 

SBA Communications Corporation (SBAC) (“SBA” or the “Company”) and Optasite Holding Company Inc. (“Optasite”) today announced that they have entered into a definitive merger agreement under which a newly formed SBA subsidiary will merge with Optasite, which will then become a subsidiary of SBA. At closing, Optasite is anticipated to own 548 tower sites, located in 31 states, Puerto Rico and the U.S. Virgin Islands and approximately 45 managed site locations. The owned tower sites currently average 2.4 tenants per tower site. Optasite is also in the process of developing a number of additional tower sites.

 

At closing, SBA will issue to the sellers 7.25 million shares of SBA Class A common stock, will assume Optasite's fully-drawn $150 million senior credit facility (which bears interest at one month LIBOR plus 165 basis points and which will mature in November 2010) and will assume approximately $25 million of additional liabilities which SBA anticipates satisfying in cash contemporaneously with the closing. SBA expects to fund the cash portion of its obligations at closing from existing cash resources. The sale of shares of SBA common stock to be issued will be subject to certain volume limitations on transfer.

The transaction, subject to customary closing conditions, is expected to close on or before September 30, 2008. At closing, Optasite is expected to be generating $29.0 to $30.0 million of annualized site leasing revenue and $22.5 to $23.5 million of annualized tower cash flow, based on anticipated monthly results for August 2008. SBA anticipates that the transaction upon closing will be immediately accretive to equity free cash flow per share.

“We are very excited to be entering into this transaction with Optasite”, commented Jeffrey A. Stoops, President and Chief Executive officer of SBA. “I have known Jim Eisenstein, Optasite's CEO, for many years as a successful tower industry executive. Jim and his team have built a quality growth company with high-performing assets, which we believe will be integrated smoothly into our company and will continue to perform well as part of SBA.”

SBA received financial advice from Deutsche Bank Securities Inc. and Lehman Brothers Inc. on the proposed acquisition. Optasite's financial advisor was Morgan Stanley & Co. Incorporated.

About SBA

SBA is a leading independent owner and operator of wireless communications infrastructure in the United States. SBA generates revenue from two primary businesses – site leasing and site development services. The primary focus of the Company is the leasing of antenna space on its multi-tenant towers to a variety of wireless service providers under long-term lease contracts. Since it was founded in 1989, SBA has participated in the development of over 35,000 antenna sites in the United States.

For additional information about SBA, please contact Pam Kline, Vice-President-Capital Markets, at (561) 226-9232 or visit our website at www.sbasite.com.

About Optasite

Headquartered in Westborough, Massachusetts, Optasite is one of the fastest growing tower companies in the United States, focusing on a strategy of disciplined tower acquisition and development. Optasite is funded by leading financial investors, including Babson Capital Management, Centennial Ventures, Citi, Columbia Capital, Goldman Sachs & Co., Highland Capital Partners, Key Venture Partners, Long River Ventures, Point Judith Capital and Village Ventures. For more information, please visit www.optasite.com.