The price may be adjusted under certain circumstances. The price is to be paid in cash and virtually all of the net proceeds from the sale are expected to be used to reduce SBA debt. The companies anticipate the sale will close in stages between May 9 and Sept. 30.

The antenna towers include essentially all of SBA's tower assets in the Western part of the country, including Michigan, Wisconsin, Iowa, Missouri, Oklahoma, part of Illinois and most of Texas. SBA plans to focus its tower ownership in the eastern third of the country.

SBA owns and operates wireless communications infrastructure in the US, garnering revenue from two main businesses--site leasing and site development services. The company's main focus is leasing antenna space on its multi-tenant towers to a variety of wireless service providers under long-term leases.

AAT Communications Corp. owns and manages tower sites across the country, and leases space for wireless voice and data services. AAT also offers collocation and technical support services.

In the last quarter of 2002, the 801 SBA towers accounted for approximately $3.9 million in site leasing gross profit (tower cash flow) for SBA. At Dec. 31, those telecom towers had about $17.8 million in run-rate annualized cash flow as reported on an operational basis, including all signed leases as of that date--some of which had not begun to accrue revenue on the financial statement.

"In the fourth quarter, we began actively exploring alternatives to improve our balance sheet and stabilize our liquidity position," SBA president and CEO Jeffrey A. Stoops said in a statement. "We explored various options to accomplish those goals, and we determined that the quality of our towers afforded us attractive opportunities to sell some of our assets and reduce debt. This transaction accomplishes our goals."

Besides reducing debt and stabilizing SBA's long-term liquidity position, net proceeds from the sale are expected to result in better operating efficiencies and lower overhead costs.

These towers are "a great compliment to our current portfolio," according to Jerald L. Kent, CEO of AAT Communications and Cequel III LLC, the St. Louis management company that oversees AAT's operations in conjunction with that company's executive team in Iselin, N.J. "When Cequel III teamed up with Charterhouse Group International and AAT Communications last year, we collectively agreed that we wanted to reach critical mass in two years. With this agreement, we will achieve that in one year."

The transaction has several conditions, including an amendment to the existing senior credit facility of SBA Telecommunications to modify certain financial covenants.

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