Sannicandro
Name:
Rob Sannicandro Title:
Director By:
/s/ Suji Kang
Name:
Suji Kang Title:
Vice President WELLS FARGO SECURITIES, LLC By:
/s/ Greg Williamson
Name:
Greg Williamson 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.
$230,400,000 Deutsche Bank Securities Inc.
$128,000,000 Wells Fargo Securities, LLC
$128,000,000 Citigroup Global Markets
Inc.
$
38,400,000 J.P. Morgan Securities LLC
$
38,400,000 Mizuho
Securities USA LLC
$
38,400,000 TD Securities (USA) LLC
$
38,400,000 Total
$640,000,000
SCHEDULE II
Pricing Term Sheet
THIS PRICING SUPPLEMENT TO THE PRELIMINARY OFFERING MEMORANDUM DATED
FEBRUARY 13, 2018 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 FEBRUARY 13, 2018
of
SBA TOWER TRUST
This is the First Supplement dated February 16, 2018 (the "Pricing Supplement")
to the confidential preliminary offering memorandum dated February 13, 2018 (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 THE VOLCKER RULE
BECAUSE IT BELIEVES THAT IT IS NOT AN "INVESTMENT COMPANY" WITHIN THE MEANING OF
SECTION 3(a)(1) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND IS NOT
RELYING SOLELY ON THE EXEMPTION FROM THE