Summary of SBA COMMUNICATIONS CORP

Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On April 20, 2009, SBA Communications Corporation (the "Company") entered into a Purchase Agreement (the "Purchase Agreement") under which it agreed to sell $450,000,000 aggregate principal amount of its 4.00% Convertible Senior Notes due 2014 (the "Notes") to Citigroup Global Markets Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC, as representatives of the several initial purchasers (the "Initial Purchasers"). In addition, the Company granted the Initial Purchasers an option to purchase an additional $50,000,000 aggregate principal amount of Notes solely to cover over allotments. On April 21, 2009, the Initial Purchasers elected to exercise the over allotment option in full. The Notes were issued on April 24, 2009.

Net proceeds from this offering were approximately $488.1 million, as adjusted for the exercise of the over allotment option, after deducting estimated discounts, commissions and expenses. The Company used a portion of the net proceeds from the offering to repurchase, contemporaneously with the closing of the sale of the Notes, 2.0 million shares of its Class A common stock, or $50.0 million worth of shares of the Company's Class A common stock, based on the closing stock price of $24.80 on April 20, 2009 in privately negotiated transactions concurrently with the offering of the Notes. In addition, the Company used approximately $61.6 million of the net proceeds from the Notes offering plus proceeds from the warrant transactions referred to below to fund the cost of the convertible note hedge transactions that the Company entered into contemporaneously with the pricing of the Notes. The remaining net proceeds will be used for general corporate purposes, including repurchases or repayments of the Company's outstanding debt.

The Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties.

Indenture

The Notes are governed by the terms of an Indenture, dated as of April 24, 2009, by and between the Company and U.S. Bank National Association, as trustee (the "Trustee"). The Notes bear interest at a rate of 4.00% per annum, which is payable semi-annually in arrears, on April 1 and October 1 of each year, commencing on October 1, 2009. The Notes mature on October 1, 2014. The Notes are convertible, at the option of the noteholders, under the following circumstances:

• during any calendar quarter commencing at any time after June 30, 2009 and only during such calendar quarter, if the last reported sale price of the Company's Class A common stock for at least 20 trading days in the 30 consecutive trading day period ending on the last trading day of the preceding calendar quarter is more than 130% of the applicable conversion price per share of Class A common stock on the last day of such preceding calendar quarter;

• during the five business day period after any 10 consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Notes for each day in the measurement period was less than 95% of the product of the last reported sale price of the Company's Class A common stock and the applicable conversion rate;

• if specified distributions to holders of the Company's Class A common stock are made or specified corporate transactions occur; or

• at any time on or after July 22, 2014.

The Notes are convertible based on an initial conversion rate of 32.9164 shares of the Company's Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $30.38 per share). The conversion rate,

and thus the conversion price, may be adjusted under certain circumstances. The Company has the right to deliver cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock upon conversion. The Company from time to time will make an election with respect to the method it chooses to satisfy its obligation upon conversion, which election shall be effective until it provides notice of an election of a different method of settlement. The Company initially elects to settle its conversion obligation in shares of its Class A common stock.

The Notes are the Company's unsecured senior obligations and will not be guaranteed by any of the Company's subsidiaries. The Notes rank equally in right . . .

Item 1.02 Termination of a Material Definitive Agreement.

Termination of Convertible Note Hedge Transactions

On March 20, 2007, concurrently with the pricing of the Company's 0.375% Notes, the Company entered into convertible note hedge transactions whereby the Company purchased from Citibank N.A. and Deutche Bank N.A. London Branch (affiliates of two of the initial purchasers of the 0.375% Notes) (the "2007 hedge counterparties") an option covering 10,429,720 shares of its Class A common stock at an initial price of $33.56 per share (the "2007 hedge transactions"). Separately and concurrently with the pricing of the 0.375% Notes, the Company entered into warrant transactions whereby the Company sold to the 2007 hedge counterparties warrants to acquire 10,429,720 shares of its Class A common stock at an initial exercise price of $55.00 per share (the "2007 warrant transactions").

During the fourth quarter of 2008 and the first quarter of 2009, the Company consummated exchanges and repurchases of $264.1 million aggregate principal amount of the 0.375% Notes in privately negotiated transactions. Concurrently with the pricing of the Notes and entering into the convertible note hedge transactions discussed above under Item 1.01, on April 20, 2009, the Company and the 2007 hedge counterparties agreed to early terminate the portion of the 2007 hedge transactions and 2007 warrant transactions which relate to the $264.1 million aggregate principal amount previously repurchased with respect to 7,870,535 shares of the Company's Class A common stock effective April 24, 2009. Pursuant to the terms of the 2007 hedge transactions and 2007 warrant transactions, the Company elected that the hedge counterparties pay the Company in shares of Class A common stock the net fair value of the terminated transactions. The Company received approximately 546,000 shares of Class A common stock from the counterparties to the terminated hedge and warrant transactions, representing a net value to the Company of approximately $13.5 million, based on the closing stock price of $24.80 per share on April 20, 2009.

Item 8.01 Other Events.

On April 20, 2009, the Company issued a press release announcing its intention to offer $350 million principal amount of Notes and its expectation to grant to the Initial Purchasers an option to purchase up to $50 million principal amount of additional Notes to cover over allotments. A copy of the press release is filed herewith as Exhibit 99.1.

On April 21, 2009, the Company issued a press release announcing the upsizing of its previously announced $350 million principal amount of Notes to $450 million principal amount of Notes, the pricing of its $450 million principal amount of Notes and the granting to the Initial Purchasers of an over allotment option to purchase an additional $50 million principal amount of Notes. A copy of the press release is filed herewith as Exhibit 99.2.

On April 22, 2009, the Company issued a press release announcing that the Initial Purchasers of $450 million principal amount of Notes elected to exercise their over allotment option to purchase an additional $50 million principal amount of such Notes. A copy of the press release is filed herewith as Exhibit 99.3.