Shawn Rose Title:
Vice President By:
/s/ Rob Sannicandro
Name:
Rob Sannicandro Title:
Director
For themselves and as Representatives of the several Initial Purchasers named on
Schedule I hereto.
[Signature Page to Purchase Agreement]
SCHEDULE I
Initial Purchasers
Principal Amount
Offered Securities
Barclays Capital Inc.
$ 180,000,000
Citigroup Global Markets Inc.
$ 100,000,000
Deutsche Bank Securities Inc.
$ 100,000,000
J.P. Morgan Securities LLC
$ 30,000,000
Mizuho Securities USA Inc.
$ 30,000,000
TD Securities (USA) LLC
$ 30,000,000
Wells Fargo Securities, LLC
$ 30,000,000
Total
$ 500,000,000
[Signature Page to Purchase Agreement]
SCHEDULE II
Pricing Term Sheet
THIS PRICING SUPPLEMENT TO THE PRELIMINARY OFFERING MEMORANDUM DATED OCTOBER 1,
2015 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.
PRICING SUPPLEMENT
TO THE PRELIMINARY OFFERING
MEMORANDUM DATED OCTOBER 1, 2015
of
SBA TOWER TRUST
This is the First Supplement dated October 6, 2015 (the "Pricing Supplement") to
the confidential preliminary offering memorandum dated October 1, 2015 (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").
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