SBA Communications Corporation acquires AAT Communications Corp.

SBA Communications Corporation acquires AAT Communications Corp.

SBA Communications Corporation (”SBA” or the “Company”) (Nasdaq: SBAC – News) announced that it has entered into a definitive agreement to acquire all of the outstanding stock of AAT Communications Corp. (”AAT”) for $634.0 million in cash and the issuance of 17,059,336 shares of its common stock. In conjunction with the transaction, SBA intends to tender for its remaining 9-3/4% senior discount notes and 8-1/2% senior notes. The acquisition, related bridge financing and tender offer are expected to close in the second quarter of 2006, subject to customary closing conditions.

Creates Nationwide Platform of High Quality Assets

The acquisition of AAT will substantially expand SBA’s existing base of high quality wireless tower assets. AAT is the fifth largest independent tower owner in the U.S. with 1,855 owned tower sites and an additional 250 revenue-producing managed sites in 44 different states. Upon consummation of the transaction and other pending acquisitions, SBA will own and operate over 5,300 towers in 47 of the 48 contiguous United States, Puerto Rico and the U.S. Virgin Islands. AAT’s 1,855 tower sites have an estimated capacity of 4.5 telephony tenants per tower and as of February 28, 2006 had an average actual use of 1.8 telephony tenants and 2.4 total tenants per tower. As of December 31, 2005, the telephony tenants represent approximately 91% of revenue on AAT’s owned towers.

Commitment to Growth

“We are extremely pleased to have the opportunity to acquire a tower business of the size, scope and quality of AAT,” stated Jeffrey A. Stoops, SBA’s President and Chief Executive Officer. “We know the AAT tower portfolio very well, and believe it to have generally the same favorable characteristics as our portfolio, particularly in the areas of quality, capacity, growth and low cost of operation. We believe the AAT assets will enhance our strong organic revenue and cash flow growth. The transaction provides us with a nationwide and expanded platform to pursue our asset growth strategy of new tower builds and selective acquisitions and allows us to leverage our fixed overhead costs. We expect the transaction to be immediately accretive to our tower cash flow, adjusted EBITDA and equity free cash flow per share, with more equity free cash flow accretion expected after the anticipated refinancing of the bridge financing. We welcome Jerry Kent and the other owners of AAT as our shareholders, and look forward to working with them to achieve a smooth closing and integration.”

“This transaction is a great development for everyone involved,” said Jerry Kent, who serves today as the CEO for both Cequel III and AAT Communications. “Consistent with our long-term track record, we are once again delivering superior returns to our investors. In turn, we believe SBA is in a great position to harvest the economies of scale that are at the heart of this transaction. Their financial standing and exceptionally talented management team give us great confidence that SBA will continue to enhance value for our shareholders.”

Financial Summary

For the fiscal year ended December 31, 2005, AAT had site leasing revenue of approximately $83.3 million, tower cash flow of approximately $56.1 million and a tower cash flow margin of 69%, as such terms are used and reported on by SBA. SBA expects to realize $8.5 million to $10.5 million in annual synergies from the transaction, most of which will be completed in 2006, and to incur one-time integration costs of approximately $10 million in 2006.

Transaction Specifics and Financing

SBA will acquire the outstanding stock of AAT for $634.0 million in cash and the issuance of 17,059,336 shares of its common stock, which will be issued subject to certain restrictions on resale. Based on the last closing price per share of SBA common stock of $21.57, the aggregate acquisition consideration is $1.002 million. In conjunction with the transaction, SBA intends to tender for its remaining 9-3/4% senior discount notes and 8-1/2% senior notes, which had outstanding balances of $216.9 million and $162.5 million, respectively, as of December 31, 2005.

To finance the cash portion of the acquisition and the notes tender, SBA has obtained a $1.1 billion bridge financing commitment from DB Structured Products, Inc. and JPMorgan Chase Bank, N.A. At closing of the acquisition, SBA expects to have total debt of approximately $1.5 billion and net debt of approximately $1.45 billion. Pro forma for the acquisition, the notes tender, anticipated synergies, and excluding the approximately $10 million of expected one-time integration costs, SBA anticipates that its net debt/annualized adjusted EBITDA ratio will be 8.6x to 8.8x. SBA continues to believe a normalized net debt/annualized adjusted EBITDA ratio of 6.0x to 8.0x is appropriate for its business, and SBA expects its ratio to decline to the mid-7x range within 12 months after closing the AAT acquisition as a result of anticipated growth in adjusted EBITDA. SBA intends to refinance the bridge financing with other indebtedness, primarily or entirely from the issuance of collateralized mortgage-backed securities.

SBA is receiving financial advice from Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. on the proposed acquisition. AAT’s financial advisors were Citigroup Global Markets Inc. and Lehman Brothers Inc.

Pro Forma Impact on 2006 Outlook

SBA has previously provided its full year 2006 Outlook for anticipated results from continuing operations, portions of which it is reaffirming as set forth below. Also set forth below is a pro forma 2006 Outlook, which assumes that the closing of the AAT acquisition, the notes tender and the full realization of all anticipated synergies occurred as of January 1, 2006. The AAT acquisition is not anticipated to close until the second quarter of 2006 and the full realization of all anticipated synergies is not expected to occur until sometime in 2007. Actual 2006 results will differ materially from the pro forma 2006 Outlook. Other information regarding potential risks that could cause the actual results to differ from these forward-looking statements is set forth below and in the Company’s filings with the Securities and Exchange Commission.