Peter DeCaprio Insights

Credit · Venture debt · Infrastructure

Tower Leases as a Credit Story

Tower revenue is contracted, long dated and rises every year, but when two tenants merge, the leases cannot stop the combined carrier from shedding sites.

Peter DeCaprio in a hard hat, safety glasses and a high visibility vest holding a clipboard beside an engineer at an industrial plant

Buried a few pages into a typical wireless site lease is a sentence most people read past. It says that the monthly rent will rise by a fixed amount, or by a fixed proportion, on each anniversary of the start date. That is the escalator, and in a tower company’s credit it does more work than almost any other clause. It means the revenue from a site grows every year without anyone selling anything, negotiating anything or spending anything. Compounded across thousands of sites and many years, it is a large part of why lenders are comfortable with tower balance sheets carrying so much debt.

I like to begin with the escalator because it shows what the lease is good at, and then work through the rest of the document clause by clause, because the other clauses show the limits of what any lease can promise.

The escalator

The escalator turns a flat payment into a rising one. A fixed step is the most common form, and it gives the tower owner a predictable path of revenue for the life of the term. Some leases tie the increase to an inflation index instead, which protects the owner when costs rise quickly but adds uncertainty to the forecast.

For credit, the fixed version is the more valuable one. It lets a lender model revenue with little guesswork and see debt service coverage improve each year on existing sites alone. The owner’s own costs on a site, chiefly ground rent, maintenance and power, tend to rise more slowly than the escalated revenue on a site shared by several tenants. The margin widens without effort, and that widening is what a tower company’s debt is built on.

The term and its renewals

The initial term of a carrier lease is long, and it is usually followed by a series of renewal periods that renew automatically unless the tenant gives notice. On paper this produces revenue contracted far into the future.

The renewals deserve careful reading. An automatic renewal is only as strong as the tenant’s willingness not to send the notice. In a normal year almost nobody sends it, because moving equipment off a tower means building or finding another site, redesigning coverage and risking dropped service. But the renewal right is the tenant’s right, not the owner’s, and the contracted revenue beyond the initial term is really revenue the tenant has chosen not to cancel yet.

The amendment clause

Leases usually allow the tenant to add equipment to the tower, often for additional rent. When a carrier upgrades its network, it adds antennas, radios and cabling, and the tower owner earns more from the same structure. Amendments are one of the quiet engines of tower growth, since they raise revenue without adding a new tenant or a new site.

For a lender, amendment revenue is real but less certain than the base rent. It depends on the carrier’s upgrade cycle, which has busy and quiet periods, and on how much equipment the new technology actually needs.

Termination and the cost of leaving

A lease will set out what happens if the tenant wants to leave before the term ends. Often the tenant must pay the remaining rent through the term, or a substantial part of it. This clause is what makes the contracted revenue more than a hopeful estimate. A carrier that walks away early still pays.

The protection has limits, though. It covers the current term, not the renewals. It is only as good as the tenant’s ability to pay. And it is the kind of term that gets renegotiated when a large tenant has bargaining power, in exchange for commitments elsewhere.

The ground lease beneath the tower

Many towers stand on land the tower company does not own. It leases the ground, and that ground lease has its own term, its own escalator and its own renewal rights. If the ground lease ends before the tenant leases on the tower expire, the owner has a structure with contracted revenue and nowhere to stand.

Tower companies have spent heavily over the years buying the land under their sites or extending ground leases for this reason. When I read a tower credit, I look at how much of the portfolio sits on owned land, how much on long leases, and how much on leases that end within the life of the debt.

What no clause covers

Every clause above protects the owner against something. None of them protects against the tenants themselves combining. When two carriers merge, the combined company often finds it is paying rent on two towers covering the same area. Over time it will take its equipment off one of them, and the leases give it the path: honor the current terms, decline to renew, negotiate a portfolio exit in return for new commitments elsewhere.

The owner’s customer base is small to begin with, a handful of national carriers and a tail of smaller ones. When that number shrinks by one, a slice of revenue that looked contracted proves to have been duplicative. The escalators still apply to the sites that remain, but the base they compound on has shrunk.

The effect is uneven across a portfolio, which is why I look at it site by site where the disclosure allows. A tower with one tenant that is about to merge into another carrier already present on a nearby structure is exposed in a way that a tower with several unrelated tenants is not. Co-location is what protects the owner here: every additional tenant on a site dilutes the damage any single departure can do. The more shared the portfolio, the more a merger reads as a dent in growth rather than a hole in the cash that services the debt.

Nothing in the drafting fixes this. Tenant consolidation is the risk that the lease cannot contract away, because the very contracts that secure the revenue also define the date on which a merged tenant is free to stop paying it.