T. Cavanagh Title:
Chief Financial Officer
[Signature Page to Purchase Agreement]
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Accepted: BARCLAYS CAPITAL INC. By:
/s/ Benjamin Fernandez
Name:
Benjamin Fernandez Title:
Managing Director DEUTSCHE BANK SECURITIES
INC. By:
/s/ Robert Sannicandro
Name:
Robert Sannicandro Title:
Managing Director By:
/s/ Shawn Rose
Name:
Shawn Rose Title:
Director J.P. MORGAN SECURITIES LLC. By:
/s/ Marquis Gilmore
Name:
Marquis Gilmore Title:
Managing Director
For themselves and as Representatives of the several
Initial Purchasers named on Schedule I hereto
[Signature Page to Purchase Agreement]
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SCHEDULE I
Initial Purchasers
Principal Amount
Offered Securities
Barclays Capital Inc.
$ 540,000,000
Deutsche Bank Securities Inc.
$ 270,000,000
J.P. Morgan Securities LLC
$ 270,000,000
Citigroup Global Markets Inc.
$ 67,500,000
Mizuho Securities USA LLC
$ 67,500,000
TD Securities (USA) LLC
$ 67,500,000
Wells Fargo Securities, LLC
$ 67,500,000
Total
$ 1,350,000,000
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SCHEDULE II
Pricing Term Sheet
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THIS PRICING SUPPLEMENT TO THE PRELIMINARY OFFERING MEMORANDUM DATED JULY 6,
2020 IS INTENDED FOR THE PERSONAL AND CONFIDENTIAL USE OF THE DESIGNATED
RECIPIENT(S) NAMED IN THE EMAIL TO WHICH THIS PRICING SUPPLEMENT IS ATTACHED. IF
YOU ARE NOT THE INTENDED RECIPIENT OF THIS PRICING SUPPLEMENT YOU ARE HEREBY
NOTIFIED THAT ANY REVIEW, DISSEMINATION, DISTRIBUTION OR COPYING OF THIS PRICING
SUPPLEMENT IS STRICTLY PROHIBITED.
BY ELECTING TO VIEW THIS INFORMATION, YOU REPRESENT, WARRANT AND AGREE THAT YOU
WILL NOT COPY, RECORD OR OTHERWISE ATTEMPT TO REPRODUCE OR RETRANSMIT THIS
INFORMATION TO ANY OTHER PERSON.
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PRICING SUPPLEMENT
TO THE PRELIMINARY OFFERING
MEMORANDUM DATED JULY 6, 2020
of
SBA TOWER TRUST
This is the First Supplement dated July 8, 2020 (the "Pricing Supplement") to
the confidential preliminary offering memorandum dated July 6, 2020 (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 OFFER AND SALE OF 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 THE
OFFERED SECURITIES 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" ("INSTITUTIONAL
ACCREDITED INVESTORS") WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT; AND (2) TO CERTAIN NON "U.S. PERSONS" IN
"OFFSHORE TRANSACTIONS" AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER
THE SECURITIES ACT ("REGULATION S").
THE TOWER TRUST BELIEVES THAT IT IS NOT A "COVERED FUND" UNDER