v3.26.3
Debt
9 Months Ended
Sep. 30, 2026
Debt [Abstract]  
Debt 10.DEBT

The principal balances, fair values, and carrying values of debt consist of the following:

As of

As of

September 30, 2026

December 31, 2025

Maturity Date

Principal
‎
Balance

Fair Value

Carrying
‎
Value

Principal
‎
Balance

Fair Value

Carrying
‎
Value

(in thousands)

Revolving Credit Facility (1)

Jul. 23, 2031

$

—

$

—

$

—

$

475,000 

$

475,000 

$

475,000 

2024 Term Loan (1)

Jan. 25, 2031

—

—

—

2,259,750 

2,271,049 

2,240,373 

2020-1C Tower Securities (2)(3)

Jan. 9, 2026

—

—

—

750,000 

722,460 

749,945 

2020-2C Tower Securities (2)

Jan. 11, 2028

600,000 

579,390 

598,820 

600,000 

513,798 

598,149 

2021-1C Tower Securities (2)(4)

Nov. 9, 2026

1,165,000 

1,160,224 

1,164,704 

1,165,000 

1,003,356 

1,162,858 

2021-2C Tower Securities (2)

Apr. 9, 2027

895,000 

878,863 

894,036 

895,000 

852,022 

892,677 

2021-3C Tower Securities (2)

Oct. 9, 2031

895,000 

680,925 

889,884 

895,000 

675,797 

889,178 

2022-1C Tower Securities (2)

Jan. 11, 2028

850,000 

866,388 

847,007 

850,000 

867,034 

845,373 

2024-1C Tower Securities (2)

Oct. 9, 2029

1,450,000 

1,456,888 

1,441,737 

1,450,000 

1,446,129 

1,440,007 

2024-2C Tower Securities (2)

Oct. 8, 2027

620,000 

618,946 

617,984 

620,000 

625,425 

616,636 

2020 Senior Notes

Feb. 15, 2027

1,500,000 

1,490,850 

1,498,727 

1,500,000 

1,488,615 

1,496,240 

2021 Senior Notes

Feb. 1, 2029

1,500,000 

1,410,000 

1,495,277 

1,500,000 

1,434,375 

1,493,832 

2026-1 Senior Notes (1)

Jan. 15, 2030

1,350,000 

1,307,610 

1,334,622 

—

—

—

2026-2 Senior Notes (1)

Jul. 15, 2031

1,350,000 

1,292,895 

1,327,869 

—

—

—

2026-3 Senior Notes (1)

Jul. 15, 2033

800,000 

759,680 

785,274 

—

—

—

Total debt

$

12,975,000 

$

12,502,659 

$

12,895,941 

$

12,959,750 

$

12,375,060 

$

12,900,268 

Less: current maturities of long-term debt

(3,557,467)

(1,935,802)

Total long-term debt, net of current maturities

$

9,338,474 

$

10,964,466 

 

         

(1)On July 23, 2026, the Company issued the 2026-1 Senior Notes, the 2026-2 Senior Notes, and the 2026-3 Senior Notes (as defined below) accruing interest at a coupon rate of 4.875%, 5.150%, and 5.450%, respectively and entered into a new unsecured senior credit agreement with SBAC as the borrower (the “Senior Credit Agreement”) which provides for a $2.5 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”). Net proceeds from the offering were used to repay the aggregate principal amount outstanding on the then existing revolving credit facility, the 2024 Term Loan, and for general corporate purposes. The maturity date of the Revolving Credit Facility reflects the new Senior Credit Agreement entered into on July 23, 2026. Refer to the discussion below for more information on the Company’s Revolving Credit Facility.

(2)The maturity date represents the anticipated repayment date for each issuance.

(3)On January 9, 2026, the Company repaid the aggregate principal amount of the 2020-1C Tower Securities using borrowings from the then existing revolving credit facility.

(4)The Company anticipates refinancing the 2021-1C Tower Securities prior to their maturity.


‎

The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:

Interest

For the three months ended September 30,

For the nine months ended September 30,

Rates as of

2026

2025

2026

2025

September 30,

Cash

Non-cash

Cash

Non-cash

Cash

Non-cash

Cash

Non-cash

2026

Interest

Interest

Interest

Interest

Interest

Interest

Interest

Interest

(in thousands)

(in thousands)

Revolving Credit Facility (1)

4.913%

$

3,844 

$

—

$

1,480 

$

—

$

31,121 

$

—

$

3,107 

$

—

2024 Term Loan (1)

—

6,704 

47 

30,625 

183 

65,704 

427 

74,885 

7,844 

2019-1C Tower Securities

2.836%

—

—

—

—

—

—

1,306 

3 

—

2020-1C Tower Securities

1.884%

—

—

3,598 

—

570 

—

10,793 

—

2020-2C Tower Securities

2.328%

3,540 

—

3,540 

—

10,619 

—

10,619 

—

2021-1C Tower Securities

1.631%

4,870 

—

4,870 

—

14,567 

—

14,567 

—

2021-2C Tower Securities

1.840%

4,196 

—

4,196 

—

12,587 

—

12,587 

—

2021-3C Tower Securities

2.593%

5,873 

—

5,873 

—

17,619 

—

17,619 

—

2022-1C Tower Securities

6.599%

14,094 

—

14,094 

—

42,281 

—

42,281 

—

2024-1C Tower Securities

4.831%

17,636 

—

17,636 

—

52,907 

—

52,907 

—

2024-2C Tower Securities (2)

4.654%

7,293 

—

7,293 

—

21,880 

—

21,880 

—

2020 Senior Notes

3.875%

14,531 

104 

14,531 

100 

43,594 

308 

43,594 

296 

2021 Senior Notes

3.125%

11,719 

—

11,719 

—

35,156 

—

35,156 

—

2026-1 Senior Notes

4.875%

12,431 

449 

—

—

12,431 

449 

—

—

2026-2 Senior Notes

5.150%

13,133 

411 

—

—

13,133 

411 

—

—

2026-3 Senior Notes

5.450%

8,236 

191 

—

—

8,236 

191 

—

—

Other (3)

(1,260)

(17,647)

699 

284 

717 

(14,973)

2,658 

2,008 

Total

$

126,840 

$

(16,445)

$

120,154 

$

567 

$

383,122 

$

(13,187)

$

343,959 

$

10,148 

(1)On July 23, 2026, the Company repaid the aggregate principal amount outstanding on the then existing revolving credit facility and the 2024 Term Loan. The interest rate shown reflects the interest rate that would be paid on borrowings under the new Revolving Credit Facility entered into on July 23, 2026.

      

(2)The 2024-2C Tower Securities has an all-in fixed rate of 4.654%, which includes the impact of the Company’s treasury lock agreement which settled upon issuance of the notes. Excluding the impact of the treasury lock agreement, the 2024-2C Tower Securities accrues interest at 5.115%. Refer to Note 17 for more information on the Company’s treasury lock agreement.

(3)Other Cash interest expense for the three and nine months ended September 30, 2026 include $2.3 million of net cash receipts related to the Company’s interest rate swap agreements. Non-cash interest expense for the three and nine months ended September 30, 2026 include a $19.0 million gain related to the de-designation of the Company’s interest rate swaps. Refer to Note 17 for more information on the Company’s interest rate swaps.

Investment Grade Senior Notes and Unsecured Revolving Credit Facility

On July 23, 2026, the Company issued an aggregate $3.5 billion of unsecured senior notes (“2026 Senior Notes”) in three tranches: $1.35 billion of 4.875% senior notes due January 15, 2030 were issued at 99.333% of par value (“2026-1 Senior Notes”), $1.35 billion of 5.150% senior notes due July 15, 2031 were issued at 99.086% of par value (“2026-2 Senior Notes”), and $0.8 billion of 5.450% senior notes due July 15, 2033 were issued at 98.924% of par value (“2026-3 Senior Notes”). Interest on the 2026 Senior Notes is payable semi-annually beginning January 15, 2027. The 2026 Senior Notes have a blended coupon rate of 5.113% and a weighted average maturity of 4.9 years. The Company incurred financing fees of $24.2 million in relation to this transaction, which are being amortized through the maturity of the 2026 Senior Notes. Net proceeds from this offering were used to repay the aggregate principal amount outstanding on the then existing revolving credit facility ($1.0 billion), the 2024 Term Loan ($2.2 billion), and for general corporate purposes. In connection with the repayments, the Company expensed $16.1 million of net deferred financing fees and $4.0 million of discount related to the then existing revolving credit facility and the 2024 Term Loan.

Concurrently with the issuance of the 2026 Senior Notes, the Company terminated its then existing senior credit agreement and entered into the new Senior Credit Agreement providing for an expanded $2.5 billion senior unsecured Revolving Credit Facility. The Revolving Credit Facility has a maturity date of July 23, 2031. Amounts borrowed under the Revolving Credit Facility accrue interest, at the Company’s election, at either (1) Term SOFR plus a margin that ranges from 75.0 basis points to 137.5 basis points or (2) the Base Rate plus a margin that ranges from 0.0 basis points to 37.5 basis points, in each case based on the Company’s credit ratings. In addition, the Company is required to pay a commitment fee of between 0.08% to 0.20% per annum on the amount of unused commitments based on the Company’s credit ratings. Based on the Company’s current credit ratings, borrowings under the Revolving Credit Facility accrue interest at Term SOFR plus 100.0 basis points and the Company is required to pay a commitment fee of 0.11% per annum on the amount of unused commitments.

Obligations under the Senior Credit Agreement are unsecured. The Senior Credit Agreement requires the Company to maintain specific financial ratios, including (1) a consolidated total net leverage ratio not to exceed 7.50 to 1.00 as of the last day of any fiscal quarter (or up to 8.00 to 1.00 for four fiscal quarters following the consummation of certain qualified acquisitions) and (2) a consolidated senior secured leverage ratio not to exceed 3.50 to 1.00 as of the last day of any fiscal quarter. The Senior Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the Company’s ability to incur indebtedness, grant certain liens, merge or consolidate, make certain restricted payments, enter into transactions with affiliates, and engage in certain asset disposals. The Senior Credit Agreement is also subject to customary events of default.

The Senior Credit Agreement permits the Company, without the consent of the other lenders, to request that one or more existing or new lenders provide it with increases to the Revolving Credit Facility in an amount not to exceed $1.0 billion, provided that, after giving effect to the proposed increase to the Revolving Credit Facility commitments, the Company would be in compliance with the financial ratios described above and other customary conditions set forth in the Senior Credit Agreement.

As of September 30, 2026, the Company was in compliance with the financial covenants contained in the Senior Credit Agreement.

Commercial Paper Program

On September 25, 2026, the Company established a commercial paper program (the “Commercial Paper Program”) pursuant to which it may issue from time to time short-term, unsecured, commercial paper notes (the “CP Notes”) in an aggregate principal amount outstanding at any one time not to exceed $2.5 billion. Amounts available under the Commercial Paper Program may be borrowed, repaid and reborrowed from time to time. The maturities of the CP Notes may vary, but will not exceed 397 days from the date of issue. The proceeds of the CP Notes will be used for general corporate purposes. The CP Notes will be sold on customary terms in the U.S. commercial paper market on a private placement basis. The Commercial Paper Program is backed by unused commitments under the Revolving Credit Facility under the Senior Credit Agreement. Accordingly, outstanding borrowings under the Commercial Paper Program reduce the amount available under the Revolving Credit Facility.

Revolving Credit Facility

The key terms of the Revolving Credit Facility are as follows:

Interest Rate

Unused Commitment

as of

Fee as of

September 30, 2026

September 30, 2026

Revolving Credit Facility

4.913%

0.110%

The table below summarizes the activity of the Company’s revolving credit facilities during the three and nine months ended September 30, 2026 and 2025:

For the three months

For the nine months

ended September 30,

ended September 30,

2026

2025

2026

2025

(in thousands)

Beginning outstanding balance

$

1,055,000

$

80,000

$

475,000

$

—

Borrowings

—

295,000

1,025,000

375,000

Repayments

(1,055,000)

(95,000)

(1,500,000)

(95,000)

Ending outstanding balance

$

—

$

280,000

$

—

$

280,000

As of the date of this filing, the Company had no amounts outstanding under the Revolving Credit Facility or the Commercial Paper Program.

Term Loan

2024 Term Loan

On July 23, 2026, the Company repaid the aggregate principal amount ($2.2 billion) of the 2024 Term Loan using proceeds from the issuance of the 2026 Senior Notes.

Secured Tower Revenue Securities

On January 9, 2026, the Company repaid the entire aggregate principal amount of the 2020-1C Tower Securities ($750.0 million) and on January 30, 2026, the Company repaid $39.5 million of the principal amount of the 2020-2R Tower Securities. The remaining balance of the 2020-2R Tower Securities is $31.6 million.

As of September 30, 2026, the entities that are borrowers on the mortgage loan (the “Borrowers”) met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers.