OFFERING
MEMORANDUM DATED SEPTEMBER 30, 2014
AS SUPPLEMENTED BY
THE FIRST SUPPLEMENT THERETO
DATED OCTOBER 7, 2014
of
SBA TOWER TRUST
This is the Second Supplement dated October 7, 2014 (the "Pricing Supplement")
to the confidential preliminary offering memorandum dated September 30, 2014 (as
supplemented by the First Supplement dated October 7, 2014, the "Preliminary
Offering Memorandum") of SBA Tower Trust.
The information in this Pricing Supplement supplements the Preliminary Offering
Memorandum and supersedes the information in the Preliminary Offering Memorandum
to the extent inconsistent with the information in the Preliminary Offering
Memorandum. This Pricing Supplement is qualified in its entirety by reference
to, and must be read in conjunction with, the Preliminary Offering Memorandum.
Terms used herein but not defined herein shall have the respective meanings as
set forth in the Preliminary Offering Memorandum.
IMPORTANT NOTICE
THE OFFERED SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR
QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS, AND ARE BEING OFFERED AND
SOLD (1) IN THE UNITED STATES ONLY TO "QUALIFIED INSTITUTIONAL BUYERS"
("QUALIFIED INSTITUTIONAL BUYERS") WITHIN THE MEANING OF, AND IN RELIANCE ON,
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") AND TO ENTITIES THAT QUALIFY AS
"ACCREDITED INVESTORS" WITHIN THE MEANING OF RULE 501(a)(l), (2), (3) or (7) of
REGULATION D UNDER THE SECURITIES ACT ("INSTITUTIONAL ACCREDITED INVESTORS");
AND (2) TO CERTAIN NON-U.S. PERSONS" IN "OFFSHORE TRANSACTIONS" AS DEFINED IN,
AND IN RELIANCE ON, REGULATIONS UNDER THE SECURITIES ACT ("REGULATIONS").
IMPORTANT: You must read the following notice before continuing. The following
notice applies to this Pricing Supplement to the Preliminary Offering Memorandum
and you are therefore advised to read this notice carefully before reading,
accessing or making any other use of this Pricing Supplement. In reading,
accessing or making any other use of this Pricing Supplement, you agree to be
bound by the following terms and conditions, including any modifications to them
any time you receive any information from the Initial Purchasers as a result of
such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF THE OFFERED
SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE
OFFERED SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER
JURISDICTION, AND THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE
U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
WITHIN THE UNITED KINGDOM, THE DISTRIBUTION OF THIS PRICING SUPPLEMENT (A) IF
MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FINANCIAL SERVICES
AND MARKETS ACT 2000 ("FSMA"), IS BEING MADE ONLY TO, OR DIRECTED ONLY AT,
PERSONS WHO (I) ARE