Crown Castle Announces Proposed Public Offerings of Common Stock and Mandatory Convertible Preferred Stock
July 19 2017 - 8:42AM
Crown Castle International Corp. (NYSE:CCI) ("Crown Castle")
announced today that it is commencing concurrent offerings of $3.25
billion of shares of its common stock and $1.5 billion of shares of
its Mandatory Convertible Preferred Stock, Series A, each in a
separate registered public offering, subject to market and other
conditions. These offerings are being made by means of separate
prospectus supplements and are not contingent on each other or upon
the consummation of the recently announced transaction between LTS
Group Holdings LLC (“Lightower”) and Crown Castle (“Lightower
Transaction”). Crown Castle expects to use the net proceeds from
these offerings, together with the net proceeds from additional
debt financing, which may include additional borrowings under its
revolving credit facility, to finance the consideration to be paid
in connection with the Lightower Transaction. If for any reason the
Lightower Transaction does not close or closes for reduced
consideration, then Crown Castle expects to use the net proceeds
from these offerings for general corporate purposes, which may
include, in the Company’s sole discretion, the redemption of the
Mandatory Convertible Preferred Stock and the repurchase or
repayment of indebtedness. Crown Castle intends to grant the
underwriters in each respective offering the option to purchase up
to an additional $325 million of shares of its common stock and up
to an additional $150 million of shares of its Mandatory
Convertible Preferred Stock.
Morgan Stanley, BofA Merrill Lynch and J.P.
Morgan are acting as joint bookrunners of the offerings and
representatives of the underwriters. Additionally, Barclays and RBC
Capital Markets are acting as joint bookrunners of the
offerings.
The offerings are being made pursuant to an
effective shelf registration statement filed with the Securities
and Exchange Commission (“SEC”). Each offering will be made only by
means of a prospectus supplement relating to such offering and the
accompanying base prospectus, copies of which may be obtained by
contacting the underwriters using the information provided below.
An electronic copy of the preliminary prospectus supplement,
together with the accompanying prospectus, is also available on the
SEC’s website, www.sec.gov.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities
in any state or other jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Cautionary Language Regarding
Forward-Looking Statements This press release
contains forward-looking statements that are based on Crown Castle
management’s current expectations. Such statements include
plans, projections and estimates regarding the use of proceeds from
the proposed offerings. Such forward-looking statements are
subject to certain risks, uncertainties and assumptions, including
prevailing market conditions and other factors. Should one or
more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those expected. More information about
potential risk factors that could affect Crown Castle and its
results is included in Crown Castle’s filings with the SEC.
The term “including,” and any variation thereof, means “including,
without limitation.”
UNDERWRITER CONTACT INFORMATION
Morgan Stanley & Co.
LLC180 Varick St, 2nd Floor, New York, New York 10014Attn:
Prospectus DepartmentToll-free: (866) 718-1649 |
BofA Merrill Lynch200
North College Street, 3rd FloorCharlotte, NC 28255-0001Attn:
Prospectus DepartmentDg.prospectus_requests@baml.com |
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J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions 1155 Long Island Avenue,
Edgewood, NY 11717 Attn: Prospectus Department Toll-free:
1-866-803-9204 |
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Contacts:Dan Schlanger, CFOSon Nguyen, VP & TreasurerCrown
Castle International Corp.713-570-3050
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