THE OFFERING
The summary below describes the principal terms of the
notes and may not contain all of the information that may be important to you. Certain of the terms and conditions described below are subject to important limitations and exceptions. The Description of Notes section of this prospectus
supplement contains a more detailed description of the terms and conditions of the notes. You should read this entire prospectus supplement, the accompanying prospectus, any free writing prospectus we may provide to you in connection with this
offering and the documents incorporated and deemed to be incorporated by reference herein and therein before making an investment decision. As used in this section, CCIC, we, our and us refer only to
Crown Castle International Corp. and not to its consolidated subsidiaries.
Issuer
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Crown Castle International Corp., a Delaware corporation.
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Securities Offered
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$ principal amount of % Senior Notes due 2024.
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$ principal amount of % Senior Notes due 2027.
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Maturity
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2024 Notes: , 2024.
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Interest Rate and Payment Dates
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The 2024 notes will have an interest rate of per annum, and the 2027 notes will have an interest rate of
per annum, both payable in cash on and of each
year, commencing on , 2018.
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Special Mandatory Redemption
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If the proposed Lightower Acquisition is not consummated on or prior to June 29, 2018 or if the Merger Agreement is terminated any time prior to such date other than as a result of
consummating the proposed Lightower Acquisition, then we will be required to redeem all of the outstanding notes on the special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued
and unpaid interest thereon to but excluding the special mandatory redemption date. See Description of NotesSpecial Mandatory Redemption.
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Optional Redemption
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At our option, we may redeem some or all of the notes of a series at any time or from time to time prior to their maturity. If we elect to redeem the 2024 notes prior
to , 2024 (the date that is two months prior to their maturity date), or the 2027 notes prior
to , 2027 (the date that is three months prior to their maturity date), we will pay a redemption price equal to 100% of the
aggregate principal amount of the notes redeemed plus a make-whole premium and accrued and unpaid interest thereon to but excluding the redemption date. If we elect to redeem the 2024 notes on or
after , 2024 (the date that is two months prior to their maturity date), or the 2027 notes on or
after , 2027 (the date that is three months prior to their maturity date), we will pay a
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S-6
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redemption price equal to 100% of the aggregate principal amount of the notes redeemed plus accrued and unpaid interest thereon to but excluding the redemption date. See Description of
NotesOptional Redemption.
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Ranking
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The notes will be our senior unsecured obligations and will rank equally with all of our existing and future senior indebtedness, including our obligations under our existing credit agreement,
and senior to all of our future subordinated indebtedness. The notes will effectively rank junior to all of our secured indebtedness to the extent of the value of the assets securing such indebtedness. Substantially all of our significant assets are
the capital stock of our subsidiaries and the notes will not be guaranteed by our subsidiaries. As a result, the notes will be structurally subordinated to all existing and future liabilities and obligations of our subsidiaries, including
indebtedness of such subsidiaries.
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After giving effect to (i) this offering and (ii) the May Senior Notes Offering and the application of the proceeds therefrom, as of March 31, 2017, we would have had a total of
approximately $ billion of outstanding indebtedness, all of which would have been unsecured, and our subsidiaries would have had a total of approximately
$ billion of outstanding indebtedness, all of which would have been secured. As of July 21, 2017, we had a total of approximately $2.1 billion of unused borrowing availability under our
revolving credit facility. See Prospectus Supplement SummaryRecent Developments.
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Mandatory Offer to Repurchase
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Following a Change of Control Triggering Event (as defined in Description of Notes), we must offer to repurchase the notes at a price equal to 101% of the aggregate principal amount
of any notes repurchased plus accrued and unpaid interest thereon to but excluding the date of purchase. See Description of NotesRepurchase of Notes upon a Change of Control Triggering Event.
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Certain Covenants
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We will issue the notes under an indenture with The Bank of New York Mellon Trust Company, N.A. The terms of the notes, among other things, will restrict our ability and the ability of our
subsidiaries to incur certain liens and merge with or into other companies.
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The covenants are subject to a number of exceptions and qualifications. For more details, see Description of NotesCertain Covenants.
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Trading and Listing
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The notes will not be listed on any securities exchange. The notes are new issues of securities for which there is currently no public trading market. Although certain of the underwriters
have informed us that they intend to make a market in the notes, they are not obligated to do so, and any such market making may be discontinued at any time without notice. There is no assurance that a liquid market for the notes will develop or be
maintained. See Risk FactorsRisks
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S-7
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Relating to the Notes and Our Debt StructureThere is no public market for the notes, a market may not develop and you may have to hold your notes to maturity.
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Use of Proceeds
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We expect to receive net proceeds of approximately $ from the sale of the notes to the underwriters, after deducting the underwriting
discount and estimated offering expenses payable by us.
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We intend to use the net proceeds from this offering, together with the net proceeds from the Common Stock Offering and the Mandatory Convertible Preferred Stock Offering and cash on hand, to
finance the proposed Lightower Acquisition and to pay related fees and expenses. If the proposed Lightower Acquisition is not consummated on or prior to June 29, 2018 or if the Merger Agreement is terminated any time prior to such date other
than as a result of consummating the proposed Lightower Acquisition, then we expect to use the net proceeds from this offering, together with cash on hand, to redeem the notes. See Use of Proceeds and Description of
NotesSpecial Mandatory Redemption.
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Risk Factors
See the Risk Factors sections beginning on page
S-11
of this prospectus supplement, page 3 of the accompanying prospectus and page 7 of our Annual
Report on Form
10-K
for the fiscal year ended December 31, 2016, as updated by annual, quarterly and other reports and documents we file with the SEC that are incorporated by reference herein, for a
discussion of factors to which you should refer and carefully consider prior to making an investment in the notes.
S-8
Corporate Structure
The chart below depicts, as of March 31, 2017, our summary and simplified corporate
structure and our approximate outstanding indebtedness, adjusted to reflect (i) this offering and (ii) the May Senior Notes Offering and the application of the proceeds therefrom (not all subsidiaries of CCIC are represented). See
Prospectus Supplement SummaryRecent Developments and Use of Proceeds.
(1)
(1)
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Outstanding indebtedness amounts in this chart exclude the aggregate principal amount of indebtedness repurchased and held by the Company as of March 31, 2017.
This chart does not reflect unamortized adjustments on long term debt and unamortized deferred financing. See Capitalization.
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(2)
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As of July 21, 2017, we had $2.4 billion of outstanding indebtedness under our term loan A facility and approximately $350 million of outstanding indebtedness under our
revolving credit facility, and we had approximately $2.1 billion of unused borrowing availability under our revolving credit facility. Our obligations under our existing credit agreement are unsecured and are not guaranteed by any of our
subsidiaries. Pursuant to the terms of our existing credit agreement, if certain of CCICs subsidiaries guarantee certain existing bonds of CCIC, such subsidiaries would be required to guarantee our existing credit agreement so long as such
bonds are guaranteed.
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(3)
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We intend to use the net proceeds from this offering, together with the net proceeds from the Common Stock Offering and the Mandatory Convertible Preferred Stock
Offering and cash on hand, to finance the proposed Lightower Acquisition and to pay related fees and expenses. If the proposed Lightower Acquisition is not consummated on or prior to June 29, 2018 or if the Merger Agreement is terminated any
time prior to such date other than as a result of consummating the proposed Lightower Acquisition, then we expect to use the net proceeds from this offering, together with cash on hand, to redeem the notes. See Use of Proceeds and
Description of NotesSpecial Mandatory Redemption.
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(4)
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If the 2010 Senior Secured Tower Revenue Notes and the Series
2015-1
and Series
2015-2
Senior Secured Tower Revenue Notes (together, Senior Secured Tower Revenue Notes) are not repaid in full by their respective anticipated repayment dates in 2020, 2022 and 2025, as applicable, then substantially all of the cash flows of
the issuers of such Senior Secured Tower Revenue Notes must be applied to make principal payments on the applicable series and class of Senior Secured Tower Revenue Notes thereafter. In addition, if the Senior Secured Tower Revenue Notes are not
repaid in full by their respective anticipated repayment dates, then the interest rates on the applicable series and class of such Senior Secured Tower Revenue Notes will increase as provided therein. See Capitalization.
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(5)
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Scheduled principal payments on the Series
2009-1
notes,
Class A-1,
are payable on
each monthly payment date until August 2019. Beginning in September 2019, scheduled principal payments on the Series
2009-1
notes,
Class A-2,
will be payable on
each monthly payment date until August 2029.
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RISK FACTORS
Investing in the notes involves risks. Before purchasing
any notes, you should carefully consider the specific factors discussed below, together with all the other information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus we may provide to you in
connection with this offering and the documents incorporated and deemed to be incorporated by reference herein and therein. For a further discussion of the risks, uncertainties and assumptions relating to our business, please see the discussion
under the caption Risk Factors included in our Annual Report on Form
10-K
for the year ended December 31, 2016, as updated by our annual, quarterly and other reports and documents we file with
the SEC that are incorporated by reference in this prospectus supplement and the accompanying prospectus. The risks described below are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we
currently deem immaterial may also impair our business operations. Any of these risks may have a material adverse effect on our business, financial condition, results of operations and cash flows. In such a case, you may lose all or part of your
investment in the notes.
Risks Relating to Our Business
The risks, uncertainties and assumptions
associated with our business include:
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Our business depends on the demand for our wireless infrastructure, driven primarily by demand for wireless connectivity, and we may be adversely
affected by any slowdown in such demand. Additionally, a reduction in the amount or change in the mix of carrier network investment may materially and adversely affect our business (including reducing demand for tenant additions or network
services).
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A substantial portion of our revenues is derived from a small number of customers, and the loss, consolidation or financial instability of any of our
limited number of customers may materially decrease revenues or reduce demand for our wireless infrastructure and network services.
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The business model for small cells contains certain differences from our traditional site rental business, resulting in different operational
risks. If we do not successfully operate that business model or identify or manage those operational risks, such operations may produce results that are less than anticipated.
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Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments
limit our ability to take a number of actions that our management might otherwise believe to be in our best interests. In addition, if we fail to comply with our covenants, our debt could be accelerated.
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We have a substantial amount of indebtedness. In the event we do not repay or refinance such indebtedness, we could face substantial liquidity
issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to meet our debt payment obligations.
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Sales or issuances of a substantial number of shares of our common stock may adversely affect the market price of our common stock.
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As a result of competition in our industry, we may find it more difficult to achieve favorable rental rates on our new or renewing tenant leases.
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New technologies may reduce demand for our wireless infrastructure or negatively impact our revenues.
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The expansion or development of our business, including through acquisitions, increased product offerings or other strategic growth opportunities, may
cause disruptions in our business, which may have an adverse effect on our business, operations or financial results.
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If we fail to retain rights to our wireless infrastructure, including the land interests under our towers, our business may be adversely affected.
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Our network services business has historically experienced significant volatility in demand, which reduces the predictability of our results.
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New wireless technologies may not deploy or be adopted by customers as rapidly or in the manner projected.
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If we fail to comply with laws or regulations which regulate our business and which may change at any time, we may be fined or even lose our right to
conduct some of our business.
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If radio frequency emissions from wireless handsets or equipment on our wireless infrastructure are demonstrated to cause negative health effects,
potential future claims could adversely affect our operations, costs or revenues.
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Certain provisions of our restated certificate of incorporation, amended and restated
by-laws
and operative
agreements, and domestic and international competition laws may make it more difficult for a third party to acquire control of us or for us to acquire control of a third party, even if such a change in control would be beneficial to our
stockholders.
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We may be vulnerable to security breaches that could adversely affect our operations, business and reputation.
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Risks Relating to the Proposed Lightower Acquisition
The proposed Lightower Acquisition may not be
completed within the expected timeframe, if at all, and the pendency of the proposed Lightower Acquisition could adversely affect our business, financial condition, results of operations and cash flows.
Completion of the proposed Lightower Acquisition is subject
to the satisfaction (or waiver) of a number of conditions, many of which are beyond our control and may prevent, delay or otherwise negatively affect its completion. We cannot predict when these conditions will be satisfied, if at all. Failure to
complete the proposed Lightower Acquisition would, and any delay in completing the proposed Lightower Acquisition could, prevent us from realizing the anticipated benefits from the proposed Lightower Acquisition. Additionally, if we fail to close
the proposed Lightower Acquisition and are otherwise in breach of our obligations, we could be liable for damages. Finally, if we fail to close the proposed Lightower Acquisition before certain milestone dates in the Merger Agreement and/or the
Merger Agreement is terminated due to a failure to obtain necessary regulatory approvals, we are obligated under the Merger Agreement to pay certain delay fees, or potentially, a break up fee to Lightower. The proposed Lightower Acquisition is
expected to close by the end of 2017.
We
may fail to realize all of the anticipated benefits of the proposed Lightower Acquisition or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating Lightowers business.
Our ability to realize the anticipated
benefits of the proposed Lightower Acquisition will depend, to a large extent, on our ability to integrate the Lightower business into ours. The integration of an independent business into our business is a complex, costly and time-consuming
process. As a result, we will be required to devote significant management attention and resources prior to closing to prepare for integrating, and we will be required to devote significant management attention and resources post-closing to
integrate, Lightowers business practices and operations with ours, including a larger fiber solutions business than we currently manage. The integration process may disrupt the businesses and, if implemented ineffectively, would restrict the
realization of the full expected benefits. The failure to meet the challenges involved in integrating Lightowers business and to realize the anticipated benefits of the transactions could cause an interruption of, or a loss of momentum in, the
activities of the Company after the acquisition and could adversely affect our results of operations. In addition, we could also encounter additional transaction-related costs or other factors, which could cause dilution or decrease or delay the
expected benefits of the proposed Lightower Acquisition and cause a decrease in the market price of the notes.
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Finally, if the Lightower Acquisition does not provide the level of contribution we
currently anticipate, our expectation of increasing our quarterly dividend on our common stock would be negatively impacted.
If the proposed Lightower Acquisition is consummated and the Common Stock Offering or the Mandatory Convertible Preferred Stock
Offering is not completed, we may incur a substantially greater amount of debt than we currently anticipate, including borrowings under the Bridge Facility. Our substantial amount of debt could adversely affect our business, including by restricting
our ability to engage in additional transactions or incur additional indebtedness or resulting in a downgrade or other adverse action with respect to our credit rating.
In connection with the proposed Lightower Acquisition, we
expect to incur up to approximately $1.8 billion of indebtedness, including the notes offered hereby. If and to the extent this offering is not completed or the Common Stock Offering or the Mandatory Convertible Preferred Stock Offering does
not close, we may fund any shortfall with additional debt financing, which may include borrowings under our revolving credit facility and/or borrowings under the Bridge Facility. In all cases, following the completion of the proposed Lightower
Acquisition, we will continue to have a significant amount of debt outstanding. Our net consolidated borrowing costs, which cannot be predicted at this time, will depend on rates in effect from time to time, the structure of the debt, taxes and
other factors. See Risk FactorsOur substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments limit our ability to take a number of actions that our
management might otherwise believe to be in our best interests. In addition, if we fail to comply with our covenants, our debt could be accelerated beginning on page 9 of our Annual Report on Form
10-K
for the fiscal year ended December 31, 2016 for a discussion of certain risks related to the consequences a substantial level of debt could have on our business.
In addition, any borrowings under the Bridge Facility will
mature 364 days after they are incurred. We may not be able to refinance borrowings under the Bridge Facility on favorable terms or at all before their maturity. In addition, the interest rate applicable to borrowings under the Bridge Facility will
increase at the end of each three-month period after the borrowing date. Accordingly, we may incur additional interest expense if we are unable to refinance borrowings under the Bridge Facility before the interest rate increases take effect.
Our credit ratings impact the cost and
availability of future borrowings and, accordingly, our cost of capital. Our credit ratings at any time will reflect each rating organizations then opinion of our financial strength, operating performance and ability to meet our debt
obligations. There can be no assurance that we will achieve a particular rating or maintain a particular rating in the future. Any reduction in our credit ratings may limit our ability to borrow at interest rates consistent with the interest rates
that have been available to us prior to the proposed Lightower Acquisition, and may subject us to additional covenants under our debt instruments. Any impairment of our ability to obtain future financing on favorable terms could have an adverse
effect on our ability to refinance the Bridge Facility, if drawn, with the issuance of debt securities or alternatives to the Bridge Facility on terms more favorable than under the Bridge Facility.
We are not providing pro forma financial statements
reflecting the impact of the proposed Lightower Acquisition on our historical operating results.
Following the consummation of the proposed Lightower Acquisition, we will be required to file a Current Report on Form
8-K
that contains audited balance sheet and income statement data for Lightower as of and for the then most recently ended fiscal year, as well as unaudited balance sheet and income statement information as of and
for the then most recent interim period, in each case in accordance with SEC rules, and, based on that balance sheet and income statement data, pro forma financial statement information for those periods reflecting the estimated pro forma impact of
the proposed Lightower Acquisition. While we have provided audited financial statements for Lightower as Exhibit 99.2 to our Current Report on Form
8-K
filed on July 19, 2017, we do not expect to file a
Current Report on Form
8-K
with quarterly financial information for Lightower and pro forma financial statement information until after the closing of the proposed Lightower Acquisition and, as a
S-13
result, we are not in a position at this time to include any pro forma financial statement information in this prospectus supplement. As a result, investors will be required to determine whether
to participate in this offering without the benefit of the pro forma financial statement information.
It is possible that our experience in operating Lightowers business will require us to adjust our expectations regarding the impact
of the proposed Lightower Acquisition on our operating results.
Risks Relating to Our REIT Status
The risks, uncertainties and assumptions associated with our REIT status include:
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Future dividend payments to our stockholders will reduce the availability of our cash on hand available to fund future discretionary investments, and
may result in a need to incur indebtedness or issue equity securities to fund growth opportunities. In such event, the then-current economic, credit market or equity market conditions will impact the availability or cost of such financing,
which may hinder our ability to grow our per share results of operations.
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Remaining qualified to be taxed as a REIT involves highly technical and complex provisions of the U.S. Internal Revenue Code of 1986, as amended
(Code). Failure to remain qualified as a REIT would result in our inability to deduct dividends to stockholders when computing our taxable income, which would reduce our available cash.
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Complying with REIT requirements, including the 90% distribution requirement, may limit our flexibility or cause us to forgo otherwise attractive
opportunities, including certain discretionary investments and potential financing alternatives.
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REIT related ownership limitations and transfer restrictions may prevent or restrict certain transfers of our capital stock.
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The present U.S. federal income
tax treatment of REITs is subject to change, possibly with retroactive effect, by legislative, judicial or administrative action at any time, and any such change might adversely affect our REIT status or benefits. For example, certain government
officials, including members of the U.S. Congress and executive branch, have called for substantial changes to fiscal and tax policies, which may include comprehensive tax reform. We cannot predict the impact, if any, that these changes, if enacted,
might have on our business. However, it is possible that such changes could adversely affect our business, including our REIT status.
Risks Relating to the Notes and Our Debt Structure
We are a holding company. Holders of the notes will be structurally subordinated to all our subsidiaries indebtedness and
obligations, and the notes will be unsecured obligations.
We conduct all of our operations through our subsidiaries
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Accordingly, our only source of cash to pay interest and principal on our outstanding indebtedness is distributions relating to our
ownership interests in our subsidiaries from the net earnings and cash flow generated by such subsidiaries or from proceeds of debt or equity offerings
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Earnings and cash flow generated by our subsidiaries are first applied by such
subsidiaries to conduct their operations, including the service of their respective debt obligations under our subsidiaries Senior Secured Tower Revenue Notes, 3.849% Senior Secured Notes due 2023 and Senior Secured Series
2009-1
notes (Series
2009-1
notes), as the case may be, after which any excess cash flow generally may be paid to us, in the absence of any special conditions such
as a continuing event of default
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However, our subsidiaries are legally distinct from us and, unless they guarantee such debt, have no obligation to pay amounts due on our debt or to make funds available to us for such payment.
The notes will be structurally subordinated to all existing
and future liabilities and obligations of our subsidiaries. The indenture governing the notes will permit our subsidiaries to incur additional indebtedness and
S-14
will not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by those subsidiaries. In addition, the indenture governing the notes will contain
only certain limitations on the ability of such subsidiaries to grant liens on their assets to secure their indebtedness. The indenture governing the notes also will not restrict our ability to refinance indebtedness of CCIC with indebtedness of one
of its subsidiaries. After giving effect to (i) this offering and (ii) the May Senior Notes Offering and the application of the proceeds therefrom, as of March 31, 2017, we would have had a total of approximately
$ billion of outstanding indebtedness, all of which would have been unsecured, and our subsidiaries would have had a total of approximately $ billion of
outstanding indebtedness, all of which would have been secured. As of July 21, 2017, we had a total of approximately $2.1 billion of unused borrowing availability under our revolving credit facility. See Prospectus Supplement
SummaryRecent Developments. Under the terms of our subsidiary debt, the ability of certain of our subsidiaries to pay dividends or make distributions to us may be materially restricted.
There can be no assurance that our subsidiaries will generate
sufficient cash flow to meet their respective obligations under the applicable debt instruments, nor can we give assurance that excess cash flow, if any, of our subsidiaries will be available for payment to us or sufficient to satisfy our debt
obligations, including interest and principal payments on the notes. For example, the terms of our Senior Secured Tower Revenue Notes and Series
2009-1
notes place certain restrictions on the ability of the
subsidiaries that are the issuers of such debt to pay excess cash flow to us if a specified debt service coverage ratio (as defined in the applicable governing agreement) as of the end of any calendar quarter falls below a certain level. In
addition, in the event we do not repay our Senior Secured Tower Revenue Notes by their respective anticipated repayment dates in 2020, 2022 and 2025, as applicable, then substantially all the cash flow of the issuers of such notes must be applied to
make principal payments on the Senior Secured Tower Revenue Notes. Scheduled principal payments on the Series
2009-1
notes,
Class A-1,
are payable on each monthly
payment date until August 2019, and beginning in September 2019, scheduled principal payments on the Series
2009-1
notes,
Class A-2,
will be payable on each monthly
payment date until August 2029.
CCICs
obligations under our existing credit agreement are unsecured obligations of CCIC and are not guaranteed by any of CCICs subsidiaries. However, pursuant to the terms of our existing credit agreement, if certain of CCICs subsidiaries
guarantee certain existing bonds of CCIC, such subsidiaries would be required to guarantee our existing credit agreement so long as such bonds are guaranteed. Those existing bonds of CCIC include a provision that would require certain subsidiaries
of CCIC to guarantee those bonds if in the future those subsidiaries guarantee, or pledge their assets to secure, other debt of CCIC, although such provision does not apply if those bonds have investment grade ratings. The notes also will be senior
unsecured obligations of CCIC. The notes will rank equally with all of CCICs other existing and future senior unsecured indebtedness, including CCICs obligations under the existing credit agreement and CCICs existing bonds, and
senior to all of CCICs future subordinated indebtedness. The notes will effectively rank junior to all of our secured indebtedness to the extent of the value of the assets securing such indebtedness. Accordingly, even if an event of default
exists under the indenture governing the notes, our secured lenders could foreclose on our assets and those of our subsidiaries in which they have been granted a security interest, in each case to the exclusion of any holder of the notes. In
addition, in the event of our bankruptcy, liquidation, reorganization or other winding up, our assets that secure indebtedness will be available to pay obligations on the notes only after all such secured indebtedness has been repaid in full from
such assets. As a result, there may not be sufficient assets remaining to pay amounts due on any or all of the notes then outstanding.
We have a substantial amount of indebtedness. In the event we do not repay or refinance such indebtedness, we could face substantial
liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to meet our debt payment obligations.
We have a substantial amount of indebtedness
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After giving effect to (i) this offering and
(ii) the May Senior Notes Offering and the application of the proceeds therefrom, as of March 31, 2017, we would have a total of approximately $ billion of outstanding indebtedness, all of
which we will need to refinance or repay in the future. There can be no assurances we will be able to refinance our indebtedness (1) on commercially reasonable terms, (2) on terms, including with respect to interest rates, as favorable as
our current debt or (3) at all.
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Economic conditions and the credit markets have historically experienced, and may continue
to experience, periods of volatility, uncertainty, or weakness. Any renewed financial turmoil, worsening credit environment, weakening of the general economy, or further uncertainty could impact the availability or cost of debt financing, including
with respect to any refinancing of the obligations described above or on our ability to draw the full amount of our revolving credit facility that, as of July 21, 2017, had approximately $2.1 billion of unused borrowing availability.
If we are unable to refinance or renegotiate our debt, we
cannot guarantee that we will be able to generate enough cash flows from operations or that we will be able to obtain enough capital to service our debt, fund our planned capital expenditures or pay future dividends. In such an event, we could face
substantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to meet our debt payment obligations. Failure to refinance indebtedness when required could
result in a default under such indebtedness and materially restrict our ability to pay amounts due on the notes. If we incur additional indebtedness, any such indebtedness could exacerbate the risks described above.
Our substantial level of indebtedness could adversely
affect our ability to react to changes in our business, and the terms of our debt instruments and the Mandatory Convertible Preferred Stock limit our ability to take a number of actions that our management might otherwise believe to be in our best
interests. In addition, if we fail to comply with our covenants, our debt could be accelerated.
As a result of our substantial indebtedness:
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we may be more vulnerable to general adverse economic or industry conditions;
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we may find it more difficult to obtain additional financing to fund discretionary investments or other general corporate requirements or to refinance
our existing indebtedness;
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we may have more difficulty satisfying our obligations with respect to the notes;
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we are or will be required to dedicate a substantial portion of our cash flows from operations to the payment of principal or interest on our debt,
thereby reducing the available cash flows to fund other projects, including certain discretionary investments;
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we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry;
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we may have a competitive disadvantage relative to other companies in our industry with less debt;
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we may be adversely impacted by changes in interest rates;
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we may be required to issue equity securities or securities convertible into equity or sell some of our assets, possibly on unfavorable terms, in order
to meet payment obligations;
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we may be limited in our ability to take advantage of strategic business opportunities, including wireless infrastructure development or mergers and
acquisitions; or
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we could fail to remain qualified for taxation as a REIT as a result of limitations on our ability to declare and pay dividends to stockholders as a
result of restrictive covenants in our debt instruments and the terms of the Mandatory Convertible Preferred Stock.
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Currently we have debt instruments in place that limit in certain circumstances our ability to incur additional indebtedness, pay
dividends, create liens, sell assets, or engage in certain mergers and acquisitions, among other things. In addition, our existing credit agreement contains financial maintenance covenants. Our ability to comply with these covenants or to satisfy
our debt obligations will depend on our future operating performance.
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If we violate the restrictions in our debt instruments or fail to comply with our applicable financial maintenance covenants, we will be in default under those instruments, which in some cases
would cause the maturity of a substantial portion of our long-term indebtedness, including the notes, to be accelerated. Furthermore, if the limits on our ability to pay dividends prevent us from satisfying our REIT distribution requirements, we
could fail to remain qualified for taxation as a REIT. If these limits do not jeopardize our qualification for taxation as a REIT but nevertheless prevent us from distributing 100% of our REIT taxable income, we will be subject to federal and state
corporate income taxes, and potentially a nondeductible excise tax, on our undistributed taxable income. If our operating subsidiaries were to default on their debt, the trustee could seek to foreclose the collateral securing such debt, in which
case we could lose the wireless infrastructure and the revenues associated with the wireless infrastructure.
We may not be able to purchase the notes upon the occurrence of a Change of Control Triggering Event, which would result in a
default under the indenture governing the notes and would adversely affect our business and financial condition.
Upon the occurrence of a Change of Control Triggering Event (See Description of NotesCertain DefinitionsChange of
Control Triggering Event), each holder of the notes will have the right to require us to repurchase all or any part of such holders notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to but excluding
the purchase date. We may not have sufficient funds available to make any required repurchases of the notes, and we may be unable to receive distributions or advances from our subsidiaries in the future sufficient to meet such repurchase obligation.
In addition, a change of control may also accelerate obligations to repurchase amounts outstanding under our and our subsidiaries indebtedness and require us (or our subsidiaries), among other things, to make similar offerings in respect of
our and their outstanding indebtedness. In addition, restrictions under future debt instruments may not permit us to repurchase the notes. If we fail to repurchase notes of any series in that circumstance, we will be in default under the indenture
governing the notes. See Description of NotesRepurchase of Notes upon a Change of Control Triggering Event.
The notes are subject to mandatory redemption if the proposed Lightower Acquisition is not completed on or prior to June 29,
2018 or if the Merger Agreement is terminated any time prior to such date. If we are required to redeem the notes, you may not obtain your expected return on the notes.
The closing of this offering is not conditioned on, and is
expected to be consummated before, the closing of the proposed Lightower Acquisition, which is expected to be completed by the end of 2017. We may not be able to consummate the transactions contemplated by the Merger Agreement within the timeframe
expected or at all. Many of the conditions to closing in the Merger Agreement are beyond our control, and we may not be able to complete the transactions contemplated by the Merger Agreement on or prior to June 29, 2018. Our obligation to consummate
the closing under the Merger Agreement is subject to certain conditions, including, (i) the absence of certain government proceedings or litigation related to the Lightower Acquisition, (ii) the receipt of governmental approvals with respect to the
expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (iii) the attainment of certain regulatory approvals from the Federal Communications Commission, applicable state public service or
public utilities commissions and certain local franchise authorities.
If the proposed Lightower Acquisition is not completed on or before June 29, 2018 or if the Merger Agreement is terminated at any time prior to such date for any other reason other than consummation
of the proposed Lightower Acquisition, we will be required to redeem all of the outstanding notes on the special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid
interest thereon to but excluding the special mandatory redemption date. See Description of NotesSpecial Mandatory Redemption.
The proceeds of this offering will not be deposited into an escrow account pending any special mandatory redemption of the notes, and
there are no restrictions on our use of such proceeds during such time. Our ability to
S-17
pay the redemption price to holders of the notes in connection with a special mandatory redemption may be limited by our then-existing financial resources, and sufficient funds may not be
available when necessary to make any required purchases of the notes. In addition, even if we are able to redeem each series of notes pursuant to a special mandatory redemption, holders of such series of notes may not obtain their expected return on
such notes. Your decision to invest in the notes is made at the time of the offering of the notes. You will not have any right to require us to repurchase the notes if, between the closing of this offering and the closing of the proposed Lightower
Acquisition, we experience any changes in our business or financial condition, or if the terms of the proposed Lightower Acquisition or the financing thereof change.
There is no public market for the notes, a market may
not develop and you may have to hold your notes to maturity.
The notes are new issues of securities and there is no existing trading market for the notes. We do not intend to apply for the notes to be listed on any securities exchange. We have been advised by
certain of the underwriters that they intend to make a market in the notes, as permitted by applicable law and regulations. However, they are not obligated to do so and may discontinue any market making activities with respect to the notes at any
time without notice. If a trading market for the notes develops, no assurance can be given as to how liquid that trading market will be. If any of the notes are traded after their initial issuance, they may trade at a discount from their initial
offering price, depending upon prevailing interest rates, the market for similar securities and other factors, including general economic conditions and our financial condition, performance and prospects.
Under U.S. federal and state fraudulent transfer or
conveyance statutes, a court could void our obligations or take other actions detrimental to the holders of the notes.
The issuance of the notes may be subject to review under U.S. bankruptcy law and comparable provisions of state fraudulent transfer or
conveyance laws if a bankruptcy case or lawsuit is commenced by or against us or if a lawsuit is commenced against us by unpaid creditors. Under these laws, if a court were to find in such a bankruptcy or reorganization case or lawsuit that, at the
time we issued the notes, we:
|
(1)
|
|
issued the notes with the intent to delay, hinder or defraud present or future creditors; or
|
|
(2)
|
|
(a) received less than reasonably equivalent value or fair consideration for issuing the notes; and
|
|
(b)
|
|
at the time we issued the notes:
|
|
(i)
|
were insolvent or rendered insolvent by reason of issuing the notes;
|
|
(ii)
|
were engaged, or about to engage, in a business or transaction for which our remaining assets constituted unreasonably small capital to carry on our businesses; or
|
|
(iii)
|
intended to incur, or believed or reasonably should have believed that we would incur, debts beyond our ability to pay such debts as they matured or became due; then,
in either case, a court of competent jurisdiction could (1) void, in whole or in part, the notes and direct the repayment of any amounts paid thereunder to our other creditors, (2) subordinate the notes to our other debt or (3) take
other actions detrimental to the holders of the notes.
|
The measure of insolvency will vary depending upon the law applied in the case. Generally, however, a person would be considered insolvent if the sum of its debts, including contingent liabilities, was
greater than all of its assets at fair valuation or if the present fair saleable value of its assets was less than the amount that would be required to pay the probable liability on its existing debts, including contingent liabilities, as they
become absolute and matured. An entity may be presumed to be insolvent if it is not paying its debts as they became due.
We cannot predict:
|
|
|
what standard a court would apply in order to determine whether we were insolvent as of the date we issued the notes or whether, regardless of the
method of valuation, a court would determine that we were insolvent on that date; or
|
S-18
|
|
|
whether a court would determine that the payments constituted fraudulent transfers or conveyances on other grounds.
|
In addition, under U.S. federal bankruptcy law, if a
bankruptcy case were initiated by or against us within 90 days after a payment by us with respect to the notes, if we were insolvent at the time of such payment and if certain other conditions were met, all or a portion of such payment could be
avoided as a preferential transfer and the recipient of such payment could be required to return such payment to us for distribution to other creditors. Certain states have enacted similar insolvency statutes with varying periods and other
provisions.
S-19
USE OF PROCEEDS
We expect to receive net proceeds of approximately
$ from the sale of the notes to the underwriters, after deducting the underwriting discount and estimated offering expenses payable by us. We intend to use the net proceeds from this offering, together
with the net proceeds from the Common Stock Offering and the Mandatory Convertible Preferred Stock Offering and cash on hand, to finance the proposed Lightower Acquisition and to pay related fees and expenses. If the proposed Lightower Acquisition
is not consummated on or prior to June 29, 2018 or if the Merger Agreement is terminated any time prior to such date other than as a result of consummating the proposed Lightower Acquisition, then we expect to use the net proceeds from this
offering, together with cash on hand, to redeem the notes. The proceeds of this offering will not be deposited into an escrow account pending any special mandatory redemption of the notes. Pending the closing of the proposed Lightower Acquisition,
we may use proceeds from this offering to temporarily repay, or in lieu of, borrowings under our revolving credit facility. See Description of NotesSpecial Mandatory Redemption.
The completion of this offering is not contingent on the
completion of any of the Common Stock Offering, the Mandatory Convertible Preferred Stock Offering or the proposed Lightower Acquisition. We cannot assure you that we will complete the proposed Lightower Acquisition or any of the financing
transactions on the terms contemplated by this prospectus supplement or at all. See Prospectus Supplement SummaryRecent Developments.
The following table outlines the expected sources and uses of funds for the proposed Lightower Acquisition. The table assumes that the
proposed Lightower Acquisition and the financing transactions are completed simultaneously, although substantially all of the financing transactions are expected to occur before completion of the proposed Lightower Acquisition.
The actual amounts may vary from the estimated amounts set
forth in the following table.
|
|
|
|
|
|
|
|
|
|
|
Sources of funds
|
|
|
Uses of funds
|
|
(in millions)
|
|
Cash
|
|
$
|
|
|
|
Proposed Lightower Acquisition consideration
|
|
$
|
7,100
|
|
This offering
(1)
|
|
|
|
|
|
Transaction fees and expenses, including discounts and financing fees
|
|
|
180
|
|
Common Stock Offering
(1)
|
|
|
3,854
|
|
|
|
|
|
|
|
Mandatory Convertible Preferred Stock Offering
(1)
|
|
|
1,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sources of funds
|
|
$
|
7,280
|
|
|
Total uses of funds
|
|
$
|
7,280
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Before discounts and expenses.
|
The proceeds from the Common Stock Offering reflected in the foregoing table have been calculated based on the actual public offering
price of $96.00 per share and include the proceeds from the sale of 3,650,000 additional shares of our common stock the underwriters of the Common Stock Offering have elected to purchase.
The proceeds from the Mandatory Convertible Preferred Stock Offering reflected in the foregoing table have been
calculated based on the actual public offering price of $1,000.00 per share of Mandatory Convertible Preferred Stock and include the proceeds from the sale of 150,000 additional shares of our Mandatory Convertible Preferred Stock the underwriters of
the Mandatory Convertible Preferred Stock Offering have elected to purchase.
If and to the extent this offering is not completed or the Common Stock Offering or the Mandatory Convertible Preferred Stock Offering does not close, we would fund any shortfall with additional debt
financing, which may include borrowings under our revolving credit facility and/or borrowings under the Bridge Facility. See Prospectus Supplement SummaryRecent DevelopmentsFinancing Transactions.
S-20
CAPITALIZATION
The following table sets forth our cash and cash equivalents
and capitalization as of March 31, 2017:
|
|
|
on an as adjusted basis after giving effect to (i) this offering (but not the application of the net proceeds therefrom), (ii) the May Common
Stock Offering and the application of the net proceeds therefrom, and (iii) the May Senior Notes Offering and the application of the net proceeds therefrom;
|
|
|
|
on an as further adjusted basis to also give effect to the Common Stock Offering, including 3,650,000 additional shares of our common stock the
underwriters of the Common Stock Offering have elected to purchase (but in each case not the application of the net proceeds therefrom), based on the actual public offering price of $96.00 per share of our common stock; and
|
|
|
|
on an as further adjusted basis to also give effect to the Mandatory Convertible Preferred Stock Offering, including 150,000 additional shares of our
Mandatory Convertible Preferred Stock the underwriters of the Mandatory Convertible Preferred Stock Offering have elected to purchase (but in each case not the application of the net proceeds therefrom), based on the actual public offering price of
$1,000.00 per share of Mandatory Convertible Preferred Stock.
|
The following data are qualified in their entirety by our financial statements and other information incorporated by reference herein. You should read this table in conjunction with Prospectus
Supplement SummaryRecent Developments, Risk Factors and Use of Proceeds. Investors in the notes should not place undue reliance on the as adjusted information included in this prospectus supplement because this
offering is not contingent upon consummation of any of the transactions reflected in the adjustments included in the following information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
(6)
|
|
|
As Adjusted for
this offering, the
May
Common
Stock Offering and
the May Senior
Notes Offering
(6)
(7)
|
|
|
As Further
Adjusted for the
Common Stock
Offering
(6)
(7)
|
|
|
As Further
Adjusted for the
Mandatory
Convertible
Preferred Stock
Offering
(6)
(7)(8)
|
|
|
|
(in thousands)
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
Cash and Cash Equivalents
(1)
|
|
$
|
205,192
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit facility:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loan A facility (maturing in January
2022)
(2)
|
|
|
2,441,545
|
|
|
|
2,441,545
|
|
|
|
2,441,545
|
|
|
|
2,441,545
|
|
Revolving credit facility (maturing in January
2022)
(2)
|
|
|
335,000
|
|
|
|
157,000
|
|
|
|
157,000
|
|
|
|
157,000
|
|
Senior Secured Notes, Series
2009-1
(3)
(4)
|
|
|
115,464
|
|
|
|
115,464
|
|
|
|
115,464
|
|
|
|
115,464
|
|
January 2010 Senior Secured Tower Revenue
Notes
(5)
|
|
|
1,244,704
|
|
|
|
1,244,704
|
|
|
|
1,244,704
|
|
|
|
1,244,704
|
|
August 2010 Senior Secured Tower Revenue
Notes
(5)
|
|
|
994,006
|
|
|
|
994,006
|
|
|
|
994,006
|
|
|
|
994,006
|
|
2015 Senior Secured Tower Revenue
Notes
(5)
|
|
|
988,278
|
|
|
|
988,278
|
|
|
|
988,278
|
|
|
|
988,278
|
|
3.400% Senior Notes due 2021
|
|
|
849,784
|
|
|
|
849,784
|
|
|
|
849,784
|
|
|
|
849,784
|
|
2.250% Senior Notes due 2021
|
|
|
694,441
|
|
|
|
694,441
|
|
|
|
694,441
|
|
|
|
694,441
|
|
4.875% Senior Notes due 2022
|
|
|
840,761
|
|
|
|
840,761
|
|
|
|
840,761
|
|
|
|
840,761
|
|
5.250% Senior Notes due 2023
|
|
|
1,637,626
|
|
|
|
1,637,626
|
|
|
|
1,637,626
|
|
|
|
1,637,626
|
|
3.849% Senior Secured Notes due 2023
|
|
|
991,625
|
|
|
|
991,625
|
|
|
|
991,625
|
|
|
|
991,625
|
|
% Senior Notes due 2024 offered hereby
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.450% Senior Notes due 2026
|
|
|
890,374
|
|
|
|
890,374
|
|
|
|
890,374
|
|
|
|
890,374
|
|
3.700% Senior Notes due 2026
|
|
|
742,112
|
|
|
|
742,112
|
|
|
|
742,112
|
|
|
|
742,112
|
|
4.000% Senior Notes due 2027
|
|
|
493,403
|
|
|
|
493,403
|
|
|
|
493,403
|
|
|
|
493,403
|
|
% Senior Notes due 2027 offered hereby
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.750% Senior Notes due 2047
|
|
|
|
|
|
|
341,162
|
|
|
|
341,162
|
|
|
|
341,162
|
|
Capital Leases and Other Obligations
|
|
|
233,850
|
|
|
|
233,850
|
|
|
|
233,850
|
|
|
|
233,850
|
|
Total Debt
|
|
$
|
13,492,973
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Current Maturities and Short-Term Debt
|
|
$
|
112,882
|
|
|
$
|
112,882
|
|
|
$
|
112,882
|
|
|
$
|
112,882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long-Term Debt
|
|
$
|
13,380,091
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Crown Castle International Corp. Stockholders Equity
|
|
$
|
7,363,480
|
|
|
$
|
7,803,703
|
|
|
$
|
11,561,073
|
|
|
$
|
13,169,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capitalization
|
|
$
|
20,856,453
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S-21
(1)
|
|
Exclusive of restricted cash and before any application of net proceeds of this offering, the Common Stock Offering and the Mandatory Convertible
Preferred Stock Offering. See Use of Proceeds. We intend to use the net proceeds from this offering, together with the net proceeds from the Common Stock Offering and the Mandatory Convertible Preferred Stock Offering and cash on hand,
to finance the proposed Lightower Acquisition and to pay related fees and expenses. In the event the proposed Lightower Acquisition is consummated, and after giving effect to the application of net proceeds as set forth in the preceding sentence,
cash and cash equivalents would have been $ . See Risk FactorsRisks Relating to the Proposed Lightower Acquisition.
|
(2)
|
|
As of July 21, 2017, we had approximately $2.4 billion of outstanding indebtedness under the term loan A facility and approximately $350 million of
outstanding indebtedness under our revolving credit facility, and we had approximately $2.1 billion of unused borrowing availability under our revolving credit facility.
|
(3)
|
|
Includes Senior Secured Notes, Series
2009-1,
Class A-1
and Senior
Secured Notes, Series
2009-1,
Class A-2.
|
(4)
|
|
Excludes Senior Secured Notes, Series
2009-1,
Class A-2
that have
been repurchased by the Company. As of March 31, 2017, we had repurchased and held approximately $5.0 million of Senior Secured Notes, Series
2009-1,
Class A-2.
See The OfferingCorporate Structure.
|
(5)
|
|
If the Senior Secured Tower Revenue Notes are not repaid in full by their respective anticipated repayment dates in 2020, 2022 and 2025, as applicable,
then substantially all of the cash flows of the issuers of such Senior Secured Tower Revenue Notes must be applied to make principal payments on the applicable series and class of Senior Secured Tower Revenue Notes thereafter. In addition, if the
Senior Secured Tower Revenue Notes are not repaid in full by their respective anticipated repayment dates, then the interest rates on the applicable series and class of such Senior Secured Tower Revenue Notes will increase by the greater of (i) 5%
per annum over their current rates or (ii) the amount, if any, by which the sum of the following exceeds the note rate for a class of Senior Secured Tower Revenue Notes: the yield to maturity on the applicable anticipated repayment date of the
United States treasury security having a term closest to 10 years, plus 5%, plus the post-anticipated repayment date spread for such class of Senior Secured Tower Revenue Notes.
|
(6)
|
|
Balances reflect debt issuance costs as a direct reduction from the respective carrying amounts of debt, except debt issuance costs associated with our
revolving credit facility.
|
(7)
|
|
If the proposed Lightower Acquisition is not consummated on or prior to June 29, 2018 or if the Merger Agreement is terminated any time prior to such
date other than as a result of consummating the proposed Lightower Acquisition, then we will be required to redeem all of the outstanding notes. See Description of NotesSpecial Mandatory Redemption.
|
(8)
|
|
If the proposed Lightower Acquisition has not closed on or before 5:00 p.m. (New York City time) on June 29, 2018, the Merger Agreement is
terminated or if we determine in our reasonable judgment that the proposed Lightower Acquisition will not occur, we may, at our option, give notice of acquisition termination redemption to the holders of the Mandatory Convertible Preferred Stock. If
we provide such notice, then we will be required to redeem the Mandatory Convertible Preferred Stock at a specified make-whole amount.
|
S-22
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED
FIXED CHARGES AND DIVIDENDS ON PREFERRED STOCK AND LOSSES ON PURCHASES OF PREFERRED STOCK
The following table sets forth our ratio of earnings to fixed charges, the excess of our earnings to cover fixed charges, our ratio of earnings to combined fixed charges and dividends on preferred stock
and losses on purchases of preferred stock and the excess of our earnings to cover fixed charges and preferred stock dividends and losses on purchases of preferred stock for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Three
Months
Ended
March 31,
|
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
|
(dollars in thousands)
|
|
Ratio of Earnings to Fixed Charges
|
|
|
1.1
|
|
|
|
1.3
|
|
|
|
1.4
|
|
|
|
1.6
|
|
|
|
1.5
|
|
|
|
1.6
|
|
Excess of Earnings to Cover Fixed Charges
|
|
$
|
62,518
|
|
|
$
|
249,169
|
|
|
$
|
332,085
|
|
|
$
|
469,024
|
|
|
$
|
366,844
|
|
|
$
|
121,314
|
|
Ratio of Earnings to Combined Fixed Charges and Dividends on Preferred Stock and Losses on Purchases of Preferred
Stock
|
|
|
1.1
|
|
|
|
1.3
|
|
|
|
1.3
|
|
|
|
1.5
|
|
|
|
1.4
|
|
|
|
1.6
|
|
Excess of Earnings to Cover Fixed Charges and Preferred Stock Dividends and Losses on Purchases of Preferred
Stock
|
|
$
|
59,889
|
|
|
$
|
237,806
|
|
|
$
|
288,097
|
|
|
$
|
425,036
|
|
|
$
|
333,853
|
|
|
$
|
121,314
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For purposes of computing the
ratios of earnings to fixed charges and earnings to combined fixed charges and dividends on preferred stock and losses on purchases of preferred stock, earnings represent income (loss) before income taxes and fixed charges less interest capitalized.
Fixed charges consist of interest expense, amortized premiums, discounts and capitalized expenses related to indebtedness, interest capitalized and the interest component of operating lease expense.
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DESCRIPTION OF NOTES
General
You can find the definitions of certain terms used in the following summary under the subheading
Certain Definitions. In this summary, unless otherwise indicated or the context otherwise requires, the words CCIC, we, our and us refer only to Crown Castle International Corp. and
not to any of its subsidiaries. The % Senior Notes due 2024 offered hereby (2024 notes) and the % Senior Notes due 2027 offered hereby (2027 notes) are referred to herein
collectively as the notes. Unless otherwise indicated, for all purposes of this Description of Notes, references to the notes are references to the notes offered hereby together.
CCIC will issue the notes under the indenture dated as of
April 15, 2014 and a supplemental indenture (together, indenture), between itself and The Bank of New York Mellon Trust Company, N.A., as trustee. The terms of the notes include those stated in the indenture and those made part of
the indenture by reference to the Trust Indenture Act of 1939, as amended (Trust Indenture Act). In this summary, references to date of the indenture or to date of the supplemental indenture refer to the date that
the supplemental indenture related to the notes is executed.
The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture, because it, and not this
description, defines your rights as Holders of the notes. You may request copies of the indenture at our address set forth under the heading Where You Can Find More Information in this prospectus supplement. A copy of the indenture will
be available upon request to CCIC.
Brief Description of the
Notes
The notes will:
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be senior unsecured obligations of CCIC;
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rank equally with all existing and future senior indebtedness of CCIC;
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rank senior to all future subordinated indebtedness of CCIC;
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effectively rank junior to all secured indebtedness to the extent of the value of the assets securing such indebtedness of CCIC; and
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be structurally subordinated to all existing and future liabilities and obligations of CCICs subsidiaries.
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The 2024 notes accrue interest
from , 2017, at a rate of % per annum, payable semi-annually,
commencing , 2018, and will mature
on , 2024. The 2027 notes accrue interest from
, 2017, at a rate of % per annum, payable semi-annually,
commencing , 2018, and will mature
on , 2027.
CCIC has covenanted that it will offer to repurchase notes under the circumstances described in the indenture upon a Change of Control
Triggering Event.
The indenture also contains
covenants with respect to the following:
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merger, consolidation or sale of all or substantially all assets; and
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The operations of CCIC are conducted through its subsidiaries and, therefore, CCIC depends on the cash flow of its subsidiaries to meet
its obligations, including its obligations under the notes. CCICs subsidiaries will
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not be guarantors of the notes, and the notes will be structurally subordinated to all Indebtedness, including all borrowings under our Tower Cash Flow Facilities, and other liabilities and
commitments, including trade payables and lease obligations, of CCICs subsidiaries. Any right of CCIC to receive assets of any of its subsidiaries upon the liquidation or reorganization of the subsidiaries, and the consequent right of the
Holders of the notes to receive the proceeds of those assets, will be effectively subordinated to the claims of that subsidiarys creditors, except to the extent that CCIC is itself recognized as a creditor of such subsidiary. If CCIC is
recognized as a creditor of such subsidiary, the claims of CCIC would still be subordinate in right of payment to any security interest in the assets of that subsidiary and any indebtedness of that subsidiary senior to that held by CCIC. After
giving effect to (i) this offering and (ii) the May Senior Notes Offering and the application of the net proceeds therefrom, as of March 31, 2017, CCIC would have had a total of approximately
$ billion of outstanding indebtedness, all of which would have been unsecured, and CCICs subsidiaries would have had a total of approximately
$ billion of outstanding indebtedness, all of which would have been secured. As of July 21, 2017, CCIC had a total of approximately $2.1 billion of unused revolving
borrowing availability under the Senior Credit Facility. The provisions of our Tower Cash Flow Facilities contain certain restrictions on the ability of those subsidiaries to dividend or distribute cash flow or assets to CCIC. See Risk
FactorsRisks Relating to the Notes and Our Debt StructureWe are a holding company. Holders of the notes will be structurally subordinated to all our subsidiaries indebtedness and obligations, and the notes will be unsecured
obligations.
As of the date of the
indenture, all of CCICs Subsidiaries will be subject to the restrictive covenants set forth in the indenture. However, under certain circumstances, CCIC may designate current or future subsidiaries as Unrestricted Subsidiaries. Crown Castle
Investment Corp. and Crown Castle Investment II Corp. and their respective subsidiaries are Unrestricted Subsidiaries. Unrestricted Subsidiaries are not subject to the restrictive covenants set forth in the indenture. None of CCICs
subsidiaries will guarantee the notes.
Principal, Maturity and
Interest
The 2024 notes initially will be
limited in aggregate principal amount to $ million and will mature
on , 2024, and the 2027 notes initially will be limited in aggregate principal amount to
$ million and will mature on , 2027. The indenture will
allow CCIC to issue an unlimited principal amount of notes in addition to the notes being sold in the offering. The issuance of any of those additional notes will be subject to CCICs ability to incur Indebtedness under the Senior Credit
Facility and any applicable restrictions in the instruments governing CCICs other indebtedness. So long as CCIC maintains an investment grade rating by both S&P and Moodys, certain of the restrictions in such other indebtedness will
not apply to CCIC or its subsidiaries. Any such additional notes will be treated as part of the same class and series as the applicable notes issued in this offering for purposes of voting under the indenture, although they may bear a separate CUSIP
number. CCIC will issue the notes in denominations of $2,000 and integral multiples of $1,000 thereafter.
Interest on the 2024 notes will accrue at the rate of % per annum and interest on the 2027 notes will accrue at the
rate of % per annum, in each case payable in United States dollars semi-annually in arrears
on and , commencing
on , 2018. CCIC will make each interest payment to Holders of record on the immediately
preceding and .
Interest on the notes will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from the date of the indenture. Interest will be computed on the basis of a
360-day
year comprised of twelve
30-day
months.
Methods
of Receiving Payments on the Notes
If a
Holder has given wire transfer instructions to CCIC, CCIC will make all payments of principal, premium and interest, if any, on that Holders notes in accordance with those instructions. All other payments on
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the notes will be made at the office or agency of the paying agent and registrar for the notes within the City and State of New York unless CCIC elects to make interest payments by check mailed
to the Holders at their address set forth in the register of Holders.
Paying Agent and Registrar for the Notes
The trustee will initially act as the paying agent and registrar for the notes. CCIC may change the paying agent or registrar under the indenture without prior notice to the Holders of the notes, and CCIC
or any of its subsidiaries may act as paying agent or registrar under the indenture.
Transfer and Exchange
A Holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a
transfer of notes. Holders will be required to pay all taxes due on transfer. CCIC is not required to transfer or exchange any notes selected for redemption. Also, CCIC is not required to transfer or exchange any notes for a period of 15 days before
a selection of notes to be redeemed.
Special Mandatory
Redemption
If the proposed Lightower
Acquisition is not consummated on or prior to June 29, 2018 or if the Merger Agreement is terminated any time prior to such date other than as a result of consummating the proposed Lightower Acquisition (any of the foregoing, a special
mandatory redemption event), then we will be required to redeem each series of the outstanding notes on the special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued and
unpaid interest thereon to but excluding the special mandatory redemption date. The special mandatory redemption date will be a date selected by CCIC and will be no later than the tenth business day following any special mandatory
redemption event. Notwithstanding the foregoing, installments of interest on notes that are due and payable on interest payment dates falling on or prior to the special mandatory redemption date will be payable on such interest payment dates to the
registered Holders as of the close of business on the relevant record dates in accordance with the notes and the indenture. The offering is not conditioned upon the consummation of the proposed Lightower Acquisition.
Lightower Acquisition
means the
acquisition by us of all of the outstanding equity interests in LTS Group Holdings LLC, a Delaware limited liability company, in a series of related transactions in accordance with the Merger Agreement.
Merger Agreement
means the Agreement and
Plan of Merger dated as of July 18, 2017, among (i) LTS Group Holdings LLC, a Delaware limited liability company, (ii) Berkshire Fund
VII-A
(LTS) Acquisition Partners, a Delaware general
partnership, (iii) Berkshire Fund
VIII-A
(LTS) Acquisition Partners, a Delaware general partnership, (iv) LTS Berkshire Fund
VII-A
Blocker Corporation, a
Delaware corporation, (v) LTS Berkshire Fund
VIII-A
Blocker Corporation, a Delaware corporation, (vi) LTS
Co-Invest
Blocker LLC, a Delaware limited liability
company, (vii) LTS
Co-Invest
Blocker II LLC, a Delaware limited liability company, (viii) LTS Rollover Blocker LLC, a Delaware limited liability company, (ix) LTS BF
VII-A
Blocker Merger Sub, Inc., a Delaware corporation, (x) LTS BF
VIII-A
Blocker Merger Sub, Inc., a Delaware corporation, (xi) LTS
Co-Invest
Blocker Merger Sub, Inc., a Delaware corporation, (xii) LTS
Co-Invest
Blocker II Merger Sub, Inc., a Delaware corporation, (xiii) LTS Rollover
Blocker Merger Sub, Inc., a Delaware corporation, (xiv) LTS Group Holdings Merger Sub, Inc., (xv) CCIC and (xvi) BSR LLC, a Delaware limited liability company, as such agreement may be amended, supplemented or otherwise modified from time
to time.
We will cause the notice of special
mandatory redemption to be sent, with a copy to the trustee, within five business days after the occurrence of a special mandatory redemption event to each holder. If funds sufficient to pay the special mandatory redemption price of the notes to be
redeemed on the special mandatory redemption
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date are deposited with the trustee or a paying agent on or before such special mandatory redemption date, on and after such special mandatory redemption date, the notes will cease to bear
interest. The proceeds of this offering will not be deposited into an escrow account pending any special mandatory redemption of the notes.
Optional Redemption
At CCICs option, we may redeem the notes at any time in whole or in part. If we elect to redeem the 2024 notes prior
to , 2024 (the date that is two months prior to their maturity date), or the 2027 notes prior to
, 2027 (the date that is three months prior to their maturity date), we will pay a redemption price equal to the greater of the following amounts, plus,
in each case, accrued and unpaid interest thereon to but excluding the redemption date:
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100% of the aggregate principal amount of the notes to be redeemed or
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the sum of the present values of the Remaining Scheduled Payments.
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In determining the present values of the Remaining Scheduled Payments of notes being redeemed, we will discount
such payments to the redemption date on a semi-annual basis (assuming a
360-day
year consisting of twelve
30-day
months) using a discount rate equal to the Treasury Rate
plus basis points with respect to the 2024 notes and basis points with respect to the 2027 notes.
If we elect to redeem the 2024 notes on or
after , 2024 (the date that is two months prior to their maturity date) or the 2027 notes on or after
, 2027 (the date that is three months prior to their maturity date), we will pay a redemption price equal to 100% of the aggregate principal amount
of the notes to be redeemed plus accrued and unpaid interest thereon to but excluding the redemption date.
The following terms are relevant to the determination of the redemption price:
Comparable Treasury Issue
means the United States Treasury security selected by an
Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the series of notes to be redeemed (assuming for such purpose that the 2024 notes matured
on , 2024 (the date that is two months prior to the maturity date) and the 2027 notes matured
on , 2027 (the date that is three months prior to the maturity date)) that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.
Comparable Treasury Price
means (1) the arithmetic average of the Reference Treasury Dealer Quotations for the
redemption date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if we are given fewer than four Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for
such redemption date.
Independent
Investment Banker
means the Reference Treasury Dealer as may be appointed from time to time by us.
Reference Treasury Dealer
means Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith, Incorporated,
Barclays Capital Inc., Mizuho Securities USA LLC and RBC Capital Markets, LLC and each of their respective successors, and any other primary U.S. Government securities dealers in New York City selected by us.
Reference Treasury Dealer Quotations
means, with respect to each Reference Treasury Dealer and any redemption date, the arithmetic average, as determined by us, of the bid and asked prices for the Comparable
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Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by such Reference Treasury Dealer by 3:30 p.m., New York City time, on the third business
day preceding such redemption date.
Remaining Scheduled Payments
means, with respect to the applicable series of notes to be redeemed, the remaining
scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption if such notes matured
on , 2024 (the date that is two months prior to their maturity date), in the case of the 2024 notes, or
, 2027 (the date that is three months prior to their maturity date), in the case of the 2027 notes;
provided
,
however
, that, if such
redemption date is not an interest payment date with respect to such note, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.
Treasury Rate
means, with respect to any
redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue. In determining this rate, we assume a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
Selection and Notice
If less than all of the notes are to be redeemed at any time, the notes to be redeemed will be selected in accordance with the procedures
of The Depository Trust Company (DTC).
No notes of $2,000 of principal amount or less will be redeemed in part. Notices of redemption will be sent by first class mail at least
30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address. Notices of redemption may be conditional and, at our discretion, the redemption date may be delayed until such time as any or
all such conditions shall be satisfied.
If any
note is to be redeemed in part only, the notice of redemption that relates to such note shall state the portion of the principal amount of that note to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note
presented for redemption will be issued in the name of the Holder thereof upon cancellation of the original note. Notes called for redemption, subject to any condition included in such notice of redemption, become due on the date fixed for
redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.
Repurchase of Notes upon a Change of Control Triggering Event
If a Change of Control Triggering Event occurs with respect
to the notes, each Holder will have the right to require CCIC to repurchase all or any part, equal to $2,000 or an integral multiple of $1,000 thereafter, of such Holders notes pursuant to the offer described below (Change of Control
Offer). The offer price in any Change of Control Offer will be payable in cash and will be 101% of the aggregate principal amount of any notes repurchased plus accrued and unpaid interest on such notes, if any (subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant interest payment date), to the date of purchase (Change of Control Payment). Within 30 days following any Change of Control Triggering Event and subject to
certain limitations described below, CCIC will send a notice to each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase notes on the date specified in the notice
(Change of Control Payment Date). The Change of Control Payment Date will be no earlier than 30 days and no later than 60 days from the date the notice is sent, pursuant to the procedures required by the indenture and described in such
notice.
On the Change of Control Payment Date,
CCIC will, to the extent lawful:
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(1)
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accept for payment all notes or portions of the notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
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S-28
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(2)
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deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered and not withdrawn; and
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(3)
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deliver or cause to be delivered to the trustee the notes so accepted together with an officers certificate stating the aggregate principal amount of notes or
portions of the notes being purchased by CCIC.
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The paying agent will promptly send to each Holder of notes properly tendered and not withdrawn the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail, or cause
to be transferred by book entry, to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any;
provided
that the new note will be in a principal amount of $2,000 or an integral multiple of
$1,000 thereafter. Any note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date.
The Change of Control provisions described above will be applicable whether or not any other provisions of the indenture are applicable.
CCIC will comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations to the extent those laws and regulations are applicable to any Change of Control Offer. If the provisions of any of the
applicable securities laws or securities regulations conflict with the provisions of the covenant described above, CCIC will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the
covenant described above by virtue of such compliance.
The Change of Control purchase feature is a result of negotiations between CCIC and the underwriters. Management has no present intention to engage in a transaction involving a Change of Control, although
it is possible that CCIC would decide to do so in the future. Subject to the limitations discussed below, CCIC could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not
constitute a Change of Control under the indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect CCICs capital structure. The indenture will not restrict the ability of CCIC or its
subsidiaries to incur additional Indebtedness, except for certain secured Indebtedness, the incurrence of which is restricted by the covenant described under Certain CovenantsLiens. Such restrictions can only be waived with the
consent of the Holders of a majority in principal amount of the notes then outstanding. Accordingly, CCIC may nonetheless incur significant additional Indebtedness. Except for the limitations contained in the covenant, the indenture will not contain
any covenants or provisions that may afford Holders of the notes protection in the event of certain highly leveraged transactions.
The Indebtedness of CCICs subsidiaries limits CCICs access to the cash flow of those subsidiaries and will, therefore,
restrict CCICs ability to purchase any notes. The terms of such Indebtedness, with certain exceptions, provide that the occurrence of certain change of control events with respect to CCIC constitutes a default under such Indebtedness. In the
event that a Change of Control Triggering Event occurs at a time when CCICs subsidiaries are prohibited from making distributions to CCIC to purchase notes, CCIC could cause its subsidiaries to seek the consent of the holders of such
Indebtedness to allow the distributions or could attempt to refinance the Indebtedness that contains the prohibition. If CCIC does not obtain a consent or repay such Indebtedness, CCIC will remain prohibited from purchasing notes. In this case,
CCICs failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such Indebtedness. Future Indebtedness of CCIC and its subsidiaries may contain prohibitions on
the occurrence of certain events that would constitute a Change of Control Triggering Event or require the Indebtedness to be repurchased if a Change of Control Triggering Event occurs. Moreover, the exercise by the Holders of their right to require
CCIC to repurchase the notes could cause a default under such Indebtedness, even if the Change of Control Triggering Event itself does not, due to the financial effect of such repurchase on CCIC. Finally, CCICs ability to pay cash to the
Holders of notes following the occurrence of a Change of Control Triggering Event may be limited by CCICs then-existing financial resources, including its ability to access the cash flow of its subsidiaries. See Risk FactorsRisks
Relating to the Notes and Our Debt StructureWe are a holding company. Holders of the notes will be structurally subordinated to all our
S-29
subsidiaries indebtedness and obligations, and the notes will be unsecured obligations. There can be no assurance that sufficient funds will be available when necessary to make any
required repurchases.
CCIC will not be required
to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a
Change of Control Offer made by CCIC and purchases all notes properly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding the occurrence of a Change of Control Triggering Event, CCIC will not be obligated to
make a Change of Control Offer in the event it has delivered a notice of redemption (which is or has become unconditional) with respect to all of the outstanding notes as provided under Optional Redemption. A Change of Control
Offer may be made in advance of a Change of Control Triggering Event and conditioned upon such Change of Control Triggering Event if a definitive agreement is in place for the Change of Control Triggering Event at the time of making the Change of
Control Offer. The provisions under the indenture relating to CCICs obligation to make an offer to repurchase the notes of a particular series as a result of a Change of Control Triggering Event may be waived or modified with the written
consent of the Holders of a majority in principal amount of the notes of such series then outstanding.
Certain Covenants
Liens
CCIC will not, and will not permit any of its Subsidiaries to, create, incur or assume any Lien (other than Permitted Liens) on any of its or its Subsidiaries property or assets (which includes
Capital Stock) securing Indebtedness without providing that the notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.
Notwithstanding the foregoing, CCIC may, and may permit any
of its Subsidiaries to, create, incur or assume Liens securing Indebtedness without equally and ratably securing the notes if, after giving effect to the creation, incurrence or assumption of such Liens and related transactions, the aggregate amount
(without duplication) of the Indebtedness secured by Liens (other than Permitted Liens) on the property or assets (which includes Capital Stock) of CCIC and its Subsidiaries shall not exceed the Permitted Amount at the time of the creation,
incurrence or assumption of such Liens (it being understood that any outstanding Liens securing the GS V Notes shall be deemed to be incurred pursuant to this paragraph).
Merger, Consolidation or Sale of Assets
CCIC may not:
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(1)
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consolidate or merge with or into (whether or not CCIC is the surviving corporation); or
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(2)
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sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another
corporation, Person or entity, unless:
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(i)
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CCIC is the surviving corporation; or
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(ii)
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the entity or the Person formed by or surviving any such consolidation or merger (if other than CCIC) or to which the sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a Person (which, if not a corporation, includes a corporate
co-issuer)
organized or existing under the laws of the United States, any state thereof or the District of
Columbia;
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(b)
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the entity or Person formed by or surviving any such consolidation or merger (if other than CCIC) or the entity or Person to which the sale,
assignment, transfer, lease, conveyance or other
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disposition shall have been made assumes all the obligations of CCIC under the notes and the indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the trustee; and
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(c)
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immediately after such transaction no Default or Event of Default shall have occurred and be continuing.
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Reports
Whether or not required by the SECs rules and
regulations, so long as any notes are outstanding, CCIC will furnish to the trustee, within 15 days after CCIC is required to file (or would be required to file assuming it were subject to such requirements and including any extensions thereof) such
annual and quarterly reports, information, documents and other reports with the SEC, copies of CCICs annual report and of the information, documents and other reports that CCIC is required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act. CCIC will also comply with the applicable provisions of Section 314(a) of the Trust Indenture Act. To the extent such filings are made with the SEC, the reports will be deemed to be furnished to the trustee and
Holders of notes.
In the event that the rules and
regulations of the SEC permit CCIC and any direct or indirect parent of CCIC to report at such parent entitys level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to
its ownership, directly or indirectly, of the capital stock of CCIC, consolidating reporting at the parent entitys level in a manner consistent with that described in this covenant for CCIC will satisfy this covenant, and the indenture will
permit CCIC to satisfy its obligations in this covenant with respect to financial information relating to CCIC by furnishing financial information relating to such direct or indirect parent;
provided
that such financial information is
accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than CCIC and its subsidiaries, on the one hand, and the
information relating to CCIC and its subsidiaries on a standalone basis, on the other hand.
Events of Default and Remedies
Each of the following constitutes an Event of Default under the indenture:
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(1)
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default for 30 days in the payment when due of interest on the notes of the applicable series;
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(2)
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default in payment when due of the principal of or premium, if any, on the notes of the applicable series;
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(3)
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failure by CCIC or any of its Subsidiaries to comply with the provisions described under the caption Certain CovenantsMerger, Consolidation or Sale of
Assets or failure by CCIC to consummate a Change of Control Offer in accordance with the provision of the indenture applicable to the offer;
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(4)
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failure by CCIC or any of its Subsidiaries for 60 days (or 120 days in the case of a failure to comply with the reporting obligations described under the caption
Certain CovenantsReports) after notice to comply with any of its other agreements in the indenture or the notes of the applicable series;
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(5)
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default under any Indebtedness for money borrowed by CCIC or any of its Significant Subsidiaries, or the payment of which is guaranteed by CCIC or any of its
Significant Subsidiaries, whether such Indebtedness or guarantee now exists, or is created after the date of the indenture, which default:
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(a)
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is caused by a failure to pay principal of or premium, if any, or interest on the Indebtedness prior to the expiration of the grace period provided in such Indebtedness
on the date of the default (a Payment Default); or
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(b)
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results in the acceleration of the Indebtedness prior to its express maturity,
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and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $250 million or more;
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(6)
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failure by CCIC or any of its Significant Subsidiaries to pay final judgments aggregating (net of amounts covered by insurance policies) in excess of $250 million,
which judgments are not paid, discharged or stayed for a period of 60 days; or
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(7)
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certain events of bankruptcy or insolvency described in the indenture with respect to CCIC or any of its Subsidiaries.
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However, a default under clause (4) above will not
constitute an Event of Default for any series of notes until the trustee or the Holders of 25% in principal amount of the outstanding notes of such series notify CCIC of the Default and CCIC does not cure such Default within the time specified after
receipt of such notice.
If any Event of Default
occurs and is continuing, the trustee or the Holders of at least 25% in principal amount of the then-outstanding notes of the applicable series may declare all such notes to be due and payable immediately. Notwithstanding the foregoing, in the case
of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to CCIC, all outstanding notes will become due and payable without further action or notice. Holders of the notes may not enforce the indenture or the notes
except as provided in the indenture. Subject to certain limitations, Holders of a majority in principal amount of the then-outstanding notes of any series may direct the trustee in its exercise of any trust or power.
The Holders of a majority in aggregate principal amount of
the notes then outstanding of any series by notice to the trustee may, on behalf of the Holders of all the notes of such series, waive any existing Default or Event of Default and its consequences under the indenture with respect to such series
except a continuing Default or Event of Default in the payment of interest on, or the principal of, the notes of such series (including in connection with a Change of Control Offer).
The indenture provides that if a Default or Event of Default occurs and is continuing with respect to a series
of notes and is known to the trustee, the trustee must send to each Holder of the notes of such series a notice of the Default within 90 days after it occurs. Except in the case of a Default or an Event of Default in the payment of principal of or
interest on any note, the trustee may withhold notice if and so long as a committee of its trust officers determines in good faith that withholding notice is in the interest of the Holders of such notes. In addition, CCIC is required to deliver to
the trustee, within 90 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. CCIC is also required to deliver to the trustee, promptly after the
occurrence thereof, written notice of any event that would constitute a Default or Event of Default, the status thereof and what action CCIC is taking or proposes to take in respect thereof.
No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator or stockholder
of CCIC, as such, shall have any liability for any obligations of CCIC under the notes, the indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a note waives and releases
all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy.
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Legal Defeasance and Covenant Defeasance
CCIC may, at its option and at any time, elect to have all of its obligations discharged with respect to the
notes of any series outstanding (Legal Defeasance) except for:
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(1)
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the rights of Holders of outstanding notes of the applicable series to receive payments in respect of the principal of, premium, if any, and interest on the notes of
such series when such payments are due from the trust referred to below;
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(2)
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CCICs obligations with respect to the notes of such series concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes
and the maintenance of an office or agency for payment and money for security payments held in trust;
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(3)
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the rights, powers, trusts, duties and immunities of the trustee, and CCICs obligations in connection therewith; and
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(4)
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the Legal Defeasance provisions of the indenture.
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In addition, CCIC may, at its option and at any time, elect to have the obligations of CCIC released with respect to certain covenants
that are described in the indenture (Covenant Defeasance) with respect to the notes of any series and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the notes of
such series. In the event Covenant Defeasance occurs with respect to the notes of any series, certain events described under Events of Default and Remedies, but not including nonpayment and bankruptcy, receivership, rehabilitation and
insolvency events with respect to CCIC, will no longer constitute an Event of Default with respect to the notes of such series.
In order to exercise either Legal Defeasance or Covenant Defeasance:
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(1)
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CCIC must irrevocably deposit with the trustee, in trust, for the benefit of the Holders of the notes of the applicable series, cash in United States dollars,
non-callable
Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of,
premium, if any, and interest on the outstanding notes of such series on the stated maturity or on the redemption date, as the case may be, and CCIC must specify whether the notes of such series are being defeased to maturity or to a particular
redemption date;
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(2)
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in the case of Legal Defeasance, CCIC shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming
that:
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(a)
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CCIC has received from, or there has been published by, the Internal Revenue Service a ruling; or
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(b)
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since the date of the indenture, there has been a change in the applicable federal income tax law,
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in either case to the effect that, and based thereon such
opinion of counsel shall confirm that, the Holders of the outstanding notes of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
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(3)
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in the case of Covenant Defeasance, CCIC shall have delivered to the trustee an opinion of counsel of a nationally recognized law firm in the United States confirming
that the Holders of the outstanding notes of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
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S-33
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(4)
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no Default or Event of Default shall have occurred and be continuing with respect to the outstanding notes of the applicable series either:
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(a)
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on the date of such deposit, other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit; or
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(b)
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insofar as Events of Default from bankruptcy or insolvency events with respect to CCIC are concerned, at any time in the period ending on the 91st day after the date of
deposit;
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(5)
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such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument, other than
the indenture with respect to the outstanding notes of the applicable series, to which CCIC or any of its Subsidiaries is a party or by which CCIC or any of its Subsidiaries is bound;
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(6)
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CCIC must have delivered to the trustee an opinion of counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally;
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(7)
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CCIC must deliver to the trustee an officers certificate stating that the deposit was not made by CCIC with the intent of preferring the Holders of the notes of
the applicable series over the other creditors of CCIC with the intent of defeating, hindering, delaying or defrauding creditors of CCIC or others; and
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(8)
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CCIC must deliver to the trustee an officers certificate and an opinion of counsel, each stating that all conditions precedent provided for relating to the Legal
Defeasance or the Covenant Defeasance with respect to the notes of the applicable series have been complied with.
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Satisfaction and Discharge
The indenture will cease to be of further effect with respect to the notes of any series when (a) CCIC delivers to the trustee for
cancellation all notes of such series or (b) all outstanding notes of such series not delivered to the trustee for cancellation become due and payable, or are by their terms to become due and payable within one year or are to be called for
redemption within one year, and CCIC deposits with the trustee as trust funds the entire amount sufficient to pay at maturity or upon redemption of all outstanding notes of such series.
Amendment, Supplement and Waiver
Except as described in the two paragraphs below, the Holders
of a majority in principal amount of the notes outstanding of any series can, with respect to the notes of such series:
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(1)
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consent to any amendment or supplement to the indenture or the notes of such series; and
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(2)
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waive any existing Default or Event of Default under, or the compliance with any provisions of, the indenture or the notes of such series.
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Consents and waivers obtained in connection with a purchase
of, or tender offer or exchange offer for, such notes shall be included for purposes of the previous sentence.
Without the consent of each Holder of each outstanding note of any series affected, an amendment or waiver with respect to any notes of
the applicable series held by a
non-consenting
Holder may not:
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(1)
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reduce the principal amount of such notes whose Holders must consent to an amendment, supplement or waiver;
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(2)
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reduce the principal of or change the fixed maturity of any such note or alter the provisions with respect to the redemption (other than the notice period), but not any
required repurchase in connection with a Change of Control Offer, of such notes;
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(3)
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reduce the rate of or extend the time for payment of interest on any such notes;
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S-34
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(4)
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waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on such notes, excluding a rescission of acceleration of the notes of
such series by the Holders of at least a majority in aggregate principal amount of the notes of such series and a waiver of the payment default that resulted from such acceleration;
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(5)
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make any such note payable in money other than that stated in the notes of the applicable series;
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(6)
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make any change in the provisions of the indenture relating to waivers of past Defaults or Events of Default or the rights of Holders to receive payments of principal
of or premium, if any, or interest on the notes of the applicable series;
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(7)
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waive a redemption payment, but not any payment upon a required repurchase in connection with a Change of Control Offer, with respect to such notes; or
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(8)
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make any change in the foregoing amendment and waiver provisions.
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Notwithstanding the foregoing, without the consent of any Holder, CCIC and the trustee may amend or supplement the indenture with respect
to the notes of the applicable series to:
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(1)
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cure any ambiguity, omission, defect or inconsistency;
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(2)
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provide for uncertificated notes in addition to or in place of certificated notes;
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(3)
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provide for the assumption of CCICs obligations to Holders of notes of the applicable series in the case of a merger or consolidation;
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(4)
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make any change that would provide any additional rights or benefits to the Holders of such series of notes or that does not adversely affect the legal rights under the
indenture of any such Holder of such series of notes in any material respect;
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(5)
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comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; or
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(6)
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conform a provision of the indenture or indenture supplement to the extent such provision was intended to be a substantially verbatim recitation of the provision in
this Description of Notes.
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Concerning the Trustee
The indenture contains certain limitations on the rights of the trustee, should it become a creditor of CCIC, to obtain payment of claims
in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest, it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue or resign.
The Holders of a majority in principal amount of the notes then outstanding of any series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy
available to the trustee under the indenture with respect to the notes of such series, subject to certain exceptions. The indenture provides that if an Event of Default occurs and is not cured, the trustee will be required, in the exercise of its
power, to use the degree of care of a prudent person in the conduct of such persons own affairs. Subject to these provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of
any Holder of notes, unless that Holder shall have offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.
Governing Law
The indenture and the notes will be governed by the laws of the State of New York.
S-35
Additional Information
Anyone who receives this prospectus supplement may obtain a
copy of the indenture agreement without charge by writing to Crown Castle International Corp., 1220 Augusta Drive, Suite 600, Houston, Texas 77057, Attention: Chief Financial Officer.
Book-Entry, Delivery and Form
The notes will be initially issued in the form of one or more global notes (collectively, the Global notes) registered in the
name of DTC or its nominee.
Upon the issuance of
a Global note, DTC or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the notes represented by such Global note purchased by such Persons in this offering. Such accounts shall be designated
by the underwriters. Ownership of beneficial interests in a Global note will be limited to Persons that have accounts with DTC (participants) or Persons that may hold interests through participants. Ownership of beneficial interests in a
Global note will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by DTC (with respect to participants interests) and such participants (with respect to the owners of beneficial
interests in such Global note other than participants). The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to
transfer beneficial interests in a Global note.
Notwithstanding anything to the contrary contained in this Description of Notes, as long as the notes are in the form of a
Global note, notice to the Holders may be made electronically in accordance with procedures of DTC or any successor thereto.
Payment of principal of and interest on notes represented by a Global note will be made in immediately available funds to DTC or its
nominee, as the case may be, as the sole registered owner and the sole holder of the notes represented thereby for all purposes under the indenture. CCIC has been advised by DTC that upon receipt of any payment of principal of or interest on any
Global note, DTC will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such Global
note as shown on the records of DTC. Payments by participants to owners of beneficial interests in a Global note held through such participants will be governed by standing instructions and customary practices as is now the case with securities held
for customer accounts registered in street name and will be the sole responsibility of such participants.
A Global note may not be transferred except as a whole by DTC or a nominee of DTC to a nominee of DTC or to DTC. A Global note is
exchangeable for certificated notes only if:
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(a)
|
|
DTC notifies CCIC that it is unwilling or unable to continue as a depositary for such Global note or if at any time DTC ceases to be a clearing agency registered under
the Exchange Act;
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(b)
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CCIC in its discretion at any time determines not to have all the notes represented by such Global note; or
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(c)
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there shall have occurred and be continuing a Default or an Event of Default with respect to the notes represented by such Global note.
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Any Global note that is exchangeable for certificated notes
pursuant to the preceding sentence will be exchanged for certificated notes in authorized denominations and registered in such names as DTC or any successor depositary holding such Global note may direct. Subject to the foregoing, a Global note is
not exchangeable, except for a Global note of like denomination to be registered in the name of DTC or any successor depositary or its nominee. In the event that a Global note becomes exchangeable for certificated notes,
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(a)
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certificated notes will be issued only in fully registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof;
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S-36
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(b)
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payment of principal of, and premium, if any, and interest on, the certificated notes will be payable, and the transfer of the certificated notes will be registrable,
at the office or agency of CCIC maintained for such purposes; and
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(c)
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no service charge will be made for any registration of transfer or exchange of the certificated notes, although CCIC may require payment of a sum sufficient to cover
any tax or governmental charge imposed in connection therewith.
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So long as DTC or any successor depositary for a Global note, or any nominee, is the registered owner of such Global note, DTC or such successor depositary or nominee, as the case may be, will be
considered the sole Holder of the notes represented by such Global note for all purposes under the indenture and the notes of the applicable series. Except as set forth above, owners of beneficial interests in a Global note will not be entitled to
have the notes represented by such Global note registered in their names, will not receive or be entitled to receive physical delivery of certificated notes in definitive form and will not be considered to be the Holders of any notes under such
Global note. Accordingly, each Person owning a beneficial interest in a Global note must rely on the procedures of DTC or any successor depositary, and, if such Person is not a participant, on the procedures of the participant through which such
Person owns its interest, to exercise any rights of a Holder under the indenture. CCIC understands that under existing industry practices, in the event that CCIC requests any action of Holders or that an owner of a beneficial interest in a Global
note desires to give or take any action which a Holder is entitled to give or take under the indenture, DTC or any successor depositary would authorize the participants holding the relevant beneficial interest to give or take such action and such
participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.
DTC has advised CCIC that DTC is a limited-purpose trust
company organized under the Banking Law of the State of New York, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency registered
under the Exchange Act. DTC was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts
of the participants, thereby eliminating the need for physical movement of securities certificates. DTCs participants include securities brokers and dealers (which may include the underwriters), banks, trust companies, clearing corporations
and certain other organizations some of whom (or their representatives) own DTC. Access to DTCs book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.
Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in Global notes among participants of DTC, it is under no obligation to perform or continue to perform
such procedures, and such procedures may be discontinued at any time. None of CCIC, the trustee or the underwriters will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations
under the rules and procedures governing their operations.
Certain Definitions
Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such
terms, as well as any other capitalized terms used herein for which no definition is provided.
Adjusted EBITDA
means, for the
12-month
period immediately preceding the calculation date, for CCIC and its Subsidiaries on a consolidated basis,
determined in accordance with GAAP, the sum of (a) Consolidated Net Income for such period,
plus
(b) to the extent deducted in determining Consolidated Net Income, the sum,
without duplication, of (i) interest expense,
whether or not accrued and whether or not capitalized (including amortization of debt issuance costs and original issue discount, the interest component of any deferred payment
S-37
obligations, the interest component of all payments associated with Capital Lease Obligations, and commissions, discounts and other fees and charges incurred in respect of letters of
credit or bankers acceptance financings), and amortization of
non-cash
interest expense, (ii) income tax expense and consolidated gross receipts tax expense, including taxes based on income, profits
or capital, including state, franchise and similar taxes and
foreign withholding taxes, (iii) depreciation, amortization and accretion (including amortization of intangible assets and accretion of asset retirement obligations),
(iv) extraordinary losses and
non-recurring
non-cash
charges and expenses, (v) all other
non-cash
charges, expenses and
interest (including any
non-cash
losses in respect of Hedging Obligations,
non-cash
impairment charges, stock-based compensation charges and
non-cash
amortization of prepaid lease purchase price adjustments),
(vi) non-recurring
integration and transaction costs and expenses, including as a result of business
combinations, operational changes and improvements (including transaction costs, expenses and fees incurred in connection with any merger or acquisition, severance and retention costs and business optimization expenses),
(vii) non-recurring
charges and expenses, restructuring charges and losses on the retirement or extinguishment of Indebtedness and (viii) other
non-operating
expenses in an aggregate amount not exceeding $15 million in any fiscal year, in each case for such period,
less
extraordinary gains, other
non-operating
income in an aggregate amount not exceeding
$15 million in any fiscal year and cash payments (not otherwise deducted in determining Consolidated Net Income) made during such period with respect to
non-cash
charges that were added back in a prior
period;
provided
,
however
, (I) with respect to any Person that became a Subsidiary of CCIC, or was merged with or consolidated into CCIC or any of its Subsidiaries, during such period, or any acquisition by CCIC or any of its
Subsidiaries of the assets of any Person during such period, Adjusted EBITDA shall, at CCICs option in respect of any or all of the foregoing, also include the Adjusted EBITDA of such Person or attributable to such assets, as
applicable, during such period as if such acquisition, merger or consolidation, including any concurrent transaction entered into by such Person or with respect to such assets as part of such acquisition, merger or consolidation, had occurred on the
first day of such period and (II) with respect to any Person that has ceased to be a Subsidiary of CCIC during such period, or any material assets of CCIC or any of its Subsidiaries sold or otherwise disposed of by CCIC or any of its
Subsidiaries during such period, Adjusted EBITDA shall exclude the Adjusted EBITDA of such Person or attributable to such assets, as applicable, during such period as if such sale or disposition of such Subsidiary or such assets had
occurred on the first day of such period.
Beneficial Owner
has the meaning assigned to such term in Rule
13d-3
and Rule
13d-5
under the Exchange Act, except that in calculating the beneficial ownership of any particular person (as such term is used in Section 13(d)(3) of the Exchange Act), such person
will be deemed to have beneficial ownership of all securities that such person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence
of a subsequent condition. The term
Beneficially Own
has a correlative meaning.
Capital Lease Obligation
means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be
capitalized on a balance sheet in accordance with GAAP.
Capital Stock
means:
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(1)
|
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in the case of a corporation, corporate stock;
|
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(2)
|
|
in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
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(3)
|
|
in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
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(4)
|
|
any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing
Person.
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Change of
Control
means the occurrence of any of the following:
|
(1)
|
|
the adoption of a plan relating to the liquidation or dissolution of CCIC;
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S-38
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(2)
|
|
any person (as such term is used in Section 13(d)(3) of the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the
voting power of the Voting Stock of CCIC;
provided
that a transaction in which CCIC becomes a Subsidiary of another Person shall not constitute a Change of Control if (a) CCICs stockholders immediately prior to such transaction
Beneficially Own, directly or indirectly through one or more intermediaries, 50% or more of the voting power of the outstanding Voting Stock of such other Person of whom CCIC is a Subsidiary immediately following such transaction and
(b) immediately following such transaction, no person (as defined in this clause (2)) other than such other Person, Beneficially Owns, directly or indirectly, more than 50% of the voting power of the Voting Stock of CCIC; or
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(3)
|
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the first day on which a majority of the members of the board of directors of CCIC are not Continuing Directors.
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Change of Control Offer
has the meaning
set forth above under the caption Repurchase of Notes upon a Change of Control Triggering Event.
Change of Control Payment
has the meaning set forth above under the caption Repurchase of Notes upon a Change of
Control Triggering Event.
Change
of Control Payment Date
has the meaning set forth above under the caption Repurchase of Notes upon a Change of Control Triggering Event.
Change of Control Triggering Event
means the occurrence of both a Change of Control and a Ratings Decline.
Consolidated Net Income
means, with
respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP;
provided
that:
|
(1)
|
|
the Net Income (but not loss) of any Person other than CCIC that is not a Subsidiary or that is accounted for by the equity method of accounting shall be included only
to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Subsidiary thereof;
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(2)
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the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded; and
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(3)
|
|
the cumulative effect of a change in accounting principles shall be excluded.
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Continuing Directors
means, as of any date
of determination, any member of the board of directors of CCIC who:
|
(1)
|
|
was a member of such board of directors on the date of the indenture; or
|
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(2)
|
|
was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors
at the time of such nomination or election.
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Covenant Defeasance
has the meaning set forth above under the caption Legal Defeasance and Covenant Defeasance.
Default
means any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.
Event of
Default
has the meaning set forth above under the caption Events of Default and Remedies.
Exchange Act
means the Securities Exchange Act of 1934, as amended.
S-39
Fitch
means Fitch Ratings, Inc. or any successor to the rating agency
business thereof.
GAAP
means
generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, as such were in effect on December 31, 2016.
Government Securities
means direct obligations of, or obligations guaranteed by, the United
States of America, and the payment for which the United States pledges its full faith and credit.
GS V Notes
means, at any time, the 3.849% Senior Secured Notes due 2023 then outstanding under the Indenture dated as of December 24, 2012, among CC Holdings GS V LLC, as
issuer, Crown Castle GS III Corp., as
co-issuer,
and The Bank of New York Mellon Trust Company, N.A., as trustee.
Guarantee
means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course
of business), direct or indirect, in any manner (including by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Indebtedness.
Hedging Obligations
means, with respect to
any Person, the obligations of such Person under:
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(1)
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interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and
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(2)
|
|
other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates.
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Holder
means a Person in whose name a note
is registered.
Indebtedness
means, with respect to any Person, any indebtedness of such Person in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or bankers
acceptances or representing Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property or representing any Hedging Obligations (to the extent of any payment that has become due and payable), except any such
balance that constitutes an accrued expense or trade payable, if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in
accordance with GAAP, as well as all Indebtedness of others secured by a Lien on any asset of such Person whether or not such Indebtedness is assumed by such Person (the amount of such Indebtedness as of any date being deemed to be the lesser of the
value of such property or assets as of such date or the principal amount of such Indebtedness of such other Person so secured) and, to the extent not otherwise included, the Guarantee by such Person of any Indebtedness of any other Person.
Notwithstanding the foregoing, the term Indebtedness shall not include post-closing purchase price adjustments or earnouts except to the extent that the amount payable pursuant to such purchase price adjustment or earnout is or becomes
due and payable and is not thereafter promptly paid. The amount of any Indebtedness outstanding as of any date shall be the
outstanding balance at such date of all unconditional obligations described above;
provided
that, in the case
of any Indebtedness issued with original issue discount, the amount of such Indebtedness will be the accreted value thereof. For the avoidance of doubt,
Indebtedness of any Person will not include any obligations or guarantees of obligations
of such Person relating to leases which would not have been accounted for as a liability on a balance sheet of such Person in accordance
with GAAP (as defined), even if those obligations
or guarantees of obligations would be included
as liabilities on the balance sheet of such Person at the time of determination.
Investment Grade Rating
means a rating equal to or greater than
BBB-
by S&P and Fitch and Baa3 by Moodys or the equivalent thereof
under any new ratings system if the ratings system of any such agency shall be modified after the date of the indenture, or the equivalent rating of any other Ratings Agency selected by us as provided in the definition of Ratings
Agencies.
S-40
Legal Defeasance
has the meaning set forth above under the caption
Legal Defeasance and Covenant Defeasance.
Licenses
means, collectively, any telephone, microwave, radio transmissions, personal communications or other license, authorization, certificate of compliance, franchise, approval or
permit, whether for the construction, ownership or operation of any communications tower facilities, granted or issued by the Federal Communications Commission (or other similar or successor agency of the federal government administering the
Communications Act of 1934, as amended, or any similar or successor federal statute) and held by CCIC or any of its Subsidiaries.
Lien
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind
in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).
Moodys
means Moodys Investors
Service, Inc. or any successor to the rating agency business thereof.
Net Income
means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends,
excluding, however:
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(1)
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any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with any asset sale, any discontinued operations or the
disposition of any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries; and
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(2)
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any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.
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Newly Created Subsidiary
means a newly
created direct or indirect subsidiary of CCIC that is formed after the date of the indenture; provided that neither CCIC nor any of its Subsidiaries shall have transferred, or may in the future transfer, any assets (other than cash or cash
equivalents or used, obsolete, condemned, worn out or surplus assets or assets that are left on property of CCIC or any of its Subsidiaries by customers or tenants) to such Newly Created Subsidiary for so long as such Newly Created Subsidiary
remains designated as an Unrestricted Subsidiary.
Payment Default
has the meaning set forth above under the caption Events of Default and Remedies.
Permitted Amount
means, as of
any date of determination, an amount equal to the product of (1) 3.5 and (2) Adjusted EBITDA as of the most recent fiscal quarter for which internal financial statements are available.
Permitted Liens
means:
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(1)
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Liens existing on the date of the indenture (other than those securing the GS V Notes);
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(2)
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Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded;
provided
that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;
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(3)
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Liens securing Indebtedness incurred by CCIC or any of its Subsidiaries since the date of the indenture, represented by Capital Lease Obligations,
mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of CCIC or any of
its Subsidiaries
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(including any Indebtedness incurred for such purpose within 270 days of such purchase, construction or improvement) in an aggregate principal amount, including all Indebtedness incurred to
extend, refund, refinance, renew, defease or replace any other Indebtedness secured under this clause (3), not to exceed $500 million at any one time outstanding;
provided
that, for the avoidance of doubt, individual financings of
property, plant or equipment provided by the same lender or financing source that are permitted to be secured under this clause (3) may be cross-collateralized to other financings of property, plant or equipment provided by such lender or
financing source that are permitted to be secured under this clause (3) or otherwise under the indenture;
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(4)
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Liens in favor of CCIC or its Subsidiaries;
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(5)
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easements,
rights-of-way,
zoning restrictions, licenses or restrictions on use and other
similar encumbrances on the use of real property that:
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(a)
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are not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business); and
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(b)
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do not in the aggregate materially detract from the value of the property or materially impair the use thereof in the operation of business by CCIC or its Subsidiaries;
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(6)
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Liens on property at the time CCIC or any of its Subsidiaries acquires such property, including any acquisition by means of a merger or consolidation with or into CCIC
or any Subsidiary;
provided
,
however
, that such Liens are not created, incurred or assumed in connection with or in contemplation of such acquisition;
provided further
,
however
, that such Liens do not extend to any other
property of CCIC or any of its Subsidiaries (plus after-acquired property required by the terms of the Indebtedness secured by such Lien or improvements, accessions, proceeds or dividends or distributions in respect thereof);
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(7)
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Liens of carriers, warehousemen, mechanics, vendors (solely to the extent arising by operation of law), laborers and materialmen incurred in the ordinary course of
business for sums not yet due or being diligently contested in good faith, if reserves or appropriate provisions shall have been made therefor;
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(8)
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Liens to secure any amendments, supplements, modifications, extensions, renewals, restatements, replacements or refundings (or successive amendments, supplements,
modifications, extensions, renewals, restatements, replacements or refundings), in whole or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (1), (3) and (6) of this definition;
provided
,
however
, that (A) such new Lien will be limited to all or part of the same property that secured the original Lien (plus after-acquired property required by the terms of the Indebtedness secured by such Lien or improvements, accessions,
proceeds or dividends or distributions in respect thereof); and (B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of: (i) the outstanding principal amount, or, if issued with
original issue discount, the aggregate accreted value of, or, if greater, the committed amount of the Indebtedness secured by Liens described under clauses (1), (3) or (6) of this definition at the time such original Lien became a
Permitted Lien under the indenture; and (ii) an amount no greater than accrued and unpaid interest with respect to such Indebtedness and any fees, underwriting discounts and other costs and expenses, including premiums, related to such
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings;
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(9)
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restrictions on the transfer of Licenses or assets of CCIC or any of its Subsidiaries imposed by any of the Licenses as in effect on the date of the indenture or
imposed by the Communications Act of 1934, as amended, any similar or successor federal statute or the rules and regulations of the Federal Communications Commission (or other similar or successor agency of the federal government administering such
Act or successor statute) thereunder, all as the same may be in effect from time to time;
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(10)
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leases and subleases of real property in the ordinary course of business (for the avoidance of doubt, excluding sale and leaseback transactions) that do not materially
interfere with the ordinary conduct of the business of CCIC or any of its Subsidiaries;
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(11)
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Liens incurred in the ordinary course of business in connection with workers compensation and unemployment insurance, social security obligations, assessments or
government charges which are not overdue for more than 60 days;
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(12)
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Liens arising by operation of law in favor of purchasers in connection with the sale of an asset;
provided
,
however
, that such Lien only encumbers the
property being sold;
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(13)
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Liens to secure performance of statutory obligations, surety or appeal bonds, performance bonds, bids or tenders;
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(15)
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Liens securing obligations under Hedging Obligations not for speculative purposes;
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(16)
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Liens in connection with escrow or security deposits made in connection with any acquisition of assets; and
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(17)
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bankers Liens, rights of
set-off
or similar rights and remedies as to deposit accounts or other funds maintained with a
depositary institution;
provided
that:
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(a)
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such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access in excess of those set forth by regulations
promulgated by the Federal Reserve Board or other applicable law; and
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(b)
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such deposit account is not intended to provide collateral to the depositary institution.
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Person
means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or
business).
Ratings Agencies
means (1) S&P, Moodys and Fitch and (2) if any of S&P, Moodys or Fitch ceases to rate the notes or ceases to make a rating on the notes publicly available, an entity registered as a nationally recognized
statistical rating organization (registered as such pursuant to Rule
17g-1
of the Exchange Act) then making a rating on the notes publicly available and selected by us (as certified by an officers
certificate), which shall be substituted for S&P, Moodys or Fitch, as the case may be.
Ratings Decline
means the occurrence of the following on, or within 90 days after, the date of the public notice of the occurrence of a Change of Control or of the intention by CCIC or
any third party to effect a Change of Control (which period shall be extended for so long as the rating of the notes is under publicly announced consideration for possible downgrade by any of the Ratings Agencies if such period exceeds 90 days):
(1) in the event that the notes have an Investment Grade Rating by all three Ratings Agencies, the notes cease to have an Investment Grade Rating by two of the three Ratings Agencies, (2) in the event that the notes have an Investment
Grade Rating by two Ratings Agencies, the notes cease to have an Investment Grade Rating by both such Ratings Agencies, (3) in the event that the notes have an Investment Grade Rating by one Ratings Agency, the notes cease to have an Investment
Grade Rating by such Ratings Agency and there is a reduction in the rating of the
notes by one of the other Ratings Agencies, or (4) in the event that the notes do not have an Investment Grade Rating, there is a reduction in the rating
of the notes by two of the three Ratings Agencies or, if there are fewer
than three Ratings Agencies rating the notes, the rating of each Ratings Agency (for the avoidance of doubt, changes in outlook shall not be a reduction in rating).
S&P
means
Standard & Poors Ratings Services, or any successor to the rating agency business thereof.
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SEC
means the Securities and Exchange Commission.
Securities Act
means the Securities Act of
1933, as amended.
Senior Credit
Facility
means that certain Credit Agreement dated January 21, 2016, among CCIC, the lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, including any amendments,
supplements, modifications, extensions, renewals, restatements, replacements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit
facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof or adds Subsidiaries as additional
borrowers or guarantors thereunder and whether by the same or any other agent, investor, lender or group of investors or lenders.
Significant Subsidiary
means, with respect to any Person, any Subsidiary of such Person that would be a
significant subsidiary of such Person as defined in Article 1, Rule
1-02
of Regulation
S-X,
promulgated pursuant to the Securities Act, as such Regulation is
in effect on the date of the indenture.
Subsidiary
means, with respect to any Person:
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(1)
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any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination
thereof); and
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(2)
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any partnership: (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person; or (b) the only general
partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof);
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provided
,
however
, that the term Subsidiary with respect to CCIC and its Subsidiaries shall not include any Unrestricted
Subsidiary.
Tower Cash Flow
Facilities
means, with respect to CCIC or any Subsidiary, the agreements governing the Senior Secured Tower Revenue Notes, Series
2010-3,
the Senior Secured Tower Revenue Notes, Series
2010-6,
the Senior Secured Tower Revenue Notes, Series
2015-1,
the Senior Secured Tower Revenue Notes, Series
2015-2,
the 3.849% Senior
Secured Notes due 2023 and the Senior Secured Notes, Series
2009-1
or other similar financing arrangements which obligations thereunder are paid from the cash flows generated by the operations of towers, and
any amendments, supplements, modifications, extensions, renewals, restatements, replacements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes,
other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof or adds Subsidiaries as
additional borrowers or guarantors thereunder and whether by the same or any other agent, investor, lender or group of investors or lenders.
Unrestricted Subsidiary
means (1) (a) each of Crown Castle Investment Corp. and Crown Castle Investment II
Corp. and (b) any Newly Created Subsidiary of CCIC that is designated by the board of directors as
an Unrestricted Subsidiary, in each case until such time as the board of directors may designate Crown Castle Investment Corp., Crown
Castle Investment II Corp. or such Newly Created Subsidiary, as applicable, to be a
Subsidiary, provided that no Default or Event of Default would occur or be existing following such designation, and (2) any subsidiary of an Unrestricted
Subsidiary. Any such designation by the board of directors shall be evidenced to the trustee by filing with the trustee a certified copy of the board resolution giving effect to such
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designation. At the time of designation of an Unrestricted Subsidiary as a Subsidiary, such Subsidiary shall be deemed to incur outstanding Indebtedness and grant any existing Liens.
Voting Stock
of any Person as of any date
means the Capital Stock of such Person that is normally entitled to vote in the election of the board of directors
,
managers or trustees of such Person.
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DESCRIPTION OF OTHER INDEBTEDNESS
For information concerning our existing indebtedness, see
Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesFinancing Activities in our Annual Report on Form
10-K
for the
year ended December 31, 2016, incorporated by reference in this prospectus supplement and note 8 to our consolidated financial statements included in such Form
10-K.
You should read this information in
conjunction with (1) the sections entitled Prospectus Supplement Summary, Risk Factors and Capitalization included in this prospectus supplement, (2) Managements Discussion and Analysis of
Financial Condition and Results of Operations contained in our Annual Report on Form
10-K
for the year ended December 31, 2016, and in our Quarterly Report on Form
10-Q
for the quarter ended March 31, 2017, each incorporated by reference in this prospectus supplement, (3) our Current Reports on
Form 8-K
filed with
the SEC on May 1, 2017, and the exhibits filed therewith, and on July 19, 2017 relating to the proposed Lightower Acquisition (solely with respect to Items 1.01, 8.01 and 9.01 (other than Exhibit 99.1)), and the exhibits filed
therewith (other than Exhibit 99.1), which are incorporated by reference in this prospectus supplement and (4) the consolidated financial statements of Crown Castle and the related notes incorporated by reference into this prospectus
supplement.
In connection with entering into the
Merger Agreement, we obtained the $7.1 billion Bridge Facility Commitment in respect of the Bridge Facility to ensure financing for the proposed Lightower Acquisition and to pay related fees and expenses. The Bridge Facility Commitment will be
reduced on a
dollar-for-dollar
basis by, among other things, the net proceeds of this offering, the net proceeds of the Common Stock Offering and the net proceeds of the
Mandatory Convertible Preferred Stock Offering. For a description of the Bridge Facility Commitment and the Bridge Facility, see Item 1.01 of our Current Report on Form
8-K
filed July 19, 2017 relating to
the proposed Lightower Acquisition and the full text of the agreement governing the Bridge Facility Commitment, which is filed as Exhibit 10.1 to our Current Report on Form
8-K
filed July 19, 2017
relating to the proposed Lightower Acquisition and incorporated herein by reference. Although we do not currently expect to make any borrowings under the Bridge Facility, there can be no assurance that such borrowings will not be made. In that
regard, we may be required to borrow under the Bridge Facility if any of the financing transactions are not completed.
S-46
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the material
U.S. federal income tax consequences of the ownership, sale or other disposition of the notes by a holder that acquires the notes on original issuance at the price indicated on the cover of this prospectus supplement and holds the notes as
capital assets under Section 1221 of the Code. This summary is based upon the Code, the regulations promulgated by the U.S. Treasury, rulings and other administrative pronouncements issued by the Internal Revenue Service
(IRS), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court
would not sustain, a position contrary to any of the tax consequences described below. The summary is also based upon the assumption that we and our subsidiaries and affiliated entities will operate in accordance with our and their applicable
organizational documents. This summary is for general information only and is not tax advice. It does not discuss any state, local or
non-U.S.
tax consequences relevant to us or an investment in the notes, and
it does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular investor in light of its investment or tax circumstances or to investors subject to special tax rules, such as:
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financial institutions;
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regulated investment companies;
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passive foreign investment companies;
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controlled foreign corporations;
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companies that accumulate earnings to avoid U.S. federal income tax;
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former long-term permanent residents of the United States;
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partnerships, other pass-through entities and trusts;
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persons who hold our stock on behalf of other persons as nominees;
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persons who receive our stock in connection with employment or other performance of services;
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persons holding our stock as part of a straddle, hedge, conversion transaction, synthetic security or
other integrated investment;
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real estate investment trusts; and
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tax-exempt
organizations.
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For purposes of this summary, a U.S. Holder is any beneficial owner of the notes that is, for U.S.
federal income tax purposes:
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an individual who is a citizen or resident of the United States;
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a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of
the United States, or of any state thereof, or the District of Columbia;
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an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless of its source; or
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a trust (i) if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. fiduciaries have the
authority to control all substantial decisions of the trust or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.
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A
Non-U.S.
Holder is any beneficial
holder of the notes that is not a partnership or U.S. Holder. If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, is a beneficial owner of the notes, the tax
treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. An investor that is a partnership and the partners in such partnership should consult their tax advisors about the
U.S. federal income tax consequences of the acquisition, ownership and disposition of the notes.
The U.S. federal income tax treatment of holders of the notes depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no
clear precedent or authority may be available. In addition, the tax consequences to any particular holder of the notes will depend on the holders particular tax circumstances. You are urged to consult your tax advisor regarding the U.S.
federal, state, local, and foreign income and other tax consequences to you in light of your particular investment or tax circumstances of acquiring, holding, exchanging, or otherwise disposing of the notes.
Taxation of Holders of the Notes
U.S. Holders
Interest
. Generally, stated
interest on the notes will be taxable to a U.S. Holder as ordinary interest income (in accordance with the holders regular method of accounting) at the time such payments are accrued or received.
Sale, Exchange, Retirement or Other Disposition of the
Notes
. Upon a sale, exchange, retirement or other taxable disposition of the notes, a U.S. Holder generally will recognize gain or loss in an amount equal to the difference between the amount realized on the disposition
(other than an amount attributable to accrued but unpaid interest, which will be taxable as ordinary income to the extent not previously included in income) and the U.S. Holders adjusted tax basis in such notes. A U.S. Holders tax basis
in a note generally will be equal to the cost of the note to such holder. Any such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holders holding period for the notes is more than
one year at the time of disposition. For
non-corporate
U.S. Holders, long-term capital gains generally will be subject to reduced rates of taxation. The deductibility of capital losses is subject to certain
limitations.
Information Reporting and Backup
Withholding.
Payments of interest on, or the proceeds of the sale or other disposition of, the notes are generally subject to information reporting unless the U.S. Holder is an exempt recipient (such as a corporation)
.
Such payments may also be subject to U.S. federal backup withholding tax at the applicable rate if the recipient of such payment fails to supply a taxpayer identification number, certified under penalties of perjury, as well as certain other
information or otherwise fails to establish an exemption from backup withholding
.
Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against that U.S. Holders U.S. federal income tax liability,
provided the required information is timely furnished to the IRS.
Non-U.S.
Holders
Interest.
Subject to the discussion below concerning backup withholding and FATCA (as defined below), all
payments of interest on the notes made to a
Non-U.S.
Holder will be exempt from U.S. federal income and withholding tax, provided that: (i) such
Non-U.S.
Holder
does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote, (ii) such
Non-U.S.
Holder is not a controlled foreign corporation
related, directly or indirectly, to us through stock ownership, (iii) such
Non-U.S.
Holder is not a bank receiving certain types of interest and (iv) such
Non-U.S.
Holder certifies, under penalties of perjury, to us or our paying agent on IRS Form
W-8BEN
or IRS Form
W-8BEN-E,
as applicable (or appropriate substitute form), that it is not a U.S. person and provides its name, address and certain other required information or certain other certification requirements are
satisfied.
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If a
Non-U.S.
Holder cannot satisfy the requirements
described above, payments of interest will be subject to the 30% U.S. federal withholding tax, unless such
Non-U.S.
Holder provides us or our paying agent with a properly executed (i) IRS Form
W-8BEN
or IRS Form
W-8BEN-E,
as applicable (or appropriate substitute form), claiming an exemption from or reduction in withholding
under the benefit of an applicable income tax treaty or (ii) IRS Form
W-8ECI
(or appropriate substitute form) stating that interest paid or accrued on the notes is not subject to withholding tax because
it is effectively connected with the conduct of a trade or business in the United States (see Income Effectively Connected with a U.S. Trade or Business below).
Sale, Exchange, Retirement or Other Disposition of the
Notes.
Subject to the discussion below concerning backup withholding and FATCA, and except with respect to accrued but unpaid interest, which will be taxable as described above under Interest, a
Non-U.S.
Holder generally will not be subject to U.S. federal income or withholding tax on the receipt of payments of principal on the notes, or on any gain recognized upon the sale, exchange, retirement or other
disposition of the notes, unless (i) such gain is effectively connected with the conduct by such
Non-U.S.
Holder of a trade or business within the United States (see Income Effectively
Connected with a U.S. Trade or Business below) or (ii) such
Non-U.S.
Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain
other conditions are met, in which case such
Non-U.S.
Holder will be subject to U.S. federal income tax on such gain (which may be offset by certain U.S. source losses).
Income Effectively Connected with a U.S. Trade or
Business.
If a
Non-U.S.
Holder of the notes is engaged in a trade or business in the United States, and if interest on the notes, or gain realized on the sale, exchange, retirement
or other disposition of the notes is effectively connected with the conduct of such trade or business, the
Non-U.S.
Holder generally will be subject to regular U.S. federal income tax on such income or gain in
the same manner as if the
Non-U.S.
Holder were a U.S. Holder
.
If the
Non-U.S.
Holder is eligible for the benefits of an income tax treaty between the United
States and the holders country of residence, any effectively connected income or gain generally will be subject to U.S. federal income tax only if it is also attributable to a permanent establishment or fixed base maintained by the
holder in the United States
.
Payments of interest that are effectively connected with a U.S. trade or business (and, if an income tax treaty applies, attributable to a permanent establishment or fixed base), and therefore included in the
gross income of a
Non-U.S.
Holder, will not be subject to the 30% withholding tax provided that the holder provides us or our paying agent with a properly executed IRS Form
W-8ECI
(or appropriate substitute form) stating that interest paid or accrued on the notes is not subject to withholding tax because it is effectively connected with the conduct of a trade or business in the
United States
.
In addition, if such a
Non-U.S.
Holder is a foreign corporation, such holder may also be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable treaty)
of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.
Information Reporting and Backup Withholding.
A
Non-U.S.
Holder may
be required to comply with certain certification procedures to establish that the holder is not a U.S. person in order to avoid backup withholding tax with respect to our payment of principal and interest on, or the proceeds of the sale or other
disposition of, the notes
.
Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against that
Non-U.S.
Holders U.S. federal income tax liability, provided
the required information is timely furnished to the IRS
.
In certain circumstances, the name and address of the beneficial owner and the amount of interest paid on the notes, as well as the amount, if any, of tax withheld, may be reported to
the IRS
.
Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the
Non-U.S.
Holder resides.
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The Foreign Account Tax Compliance Act
Legislation commonly referred to as the Foreign Account Tax
Compliance Act (FATCA) generally imposes a 30% U.S. federal withholding tax on interest income paid on the notes or, after December 31, 2018, on the gross proceeds from a disposition of the notes paid to certain
non-U.S.
entities (whether or not such
non-U.S.
entity is a beneficial owner or an intermediary), including certain foreign financial institutions, unless such
non-U.S.
entity provides sufficient documentation evidencing either (i) an exemption from FATCA, or (ii) its compliance with certain reporting and disclosure obligations (or deemed compliance pursuant to
an intergovernmental agreement with the United States). You should consult your own tax advisor regarding the possible implications of FATCA on your ownership of the notes.
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UNDERWRITING
Under the terms and subject to the conditions set forth in
the underwriting agreement dated the date of this prospectus supplement, the underwriters named below, for which Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Mizuho Securities USA LLC
and RBC Capital Markets, LLC are acting as representatives (representatives), have severally agreed to purchase, and we have agreed to sell to them, the principal amount of the notes set forth opposite the underwriters name.
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Underwriter
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Principal amount
of 2024 notes
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Principal amount
of 2027 notes
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Morgan Stanley & Co. LLC
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$
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$
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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Barclays Capital Inc.
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Mizuho Securities USA LLC
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RBC Capital Markets, LLC
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Citigroup Global Markets Inc.
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Credit Agricole Securities (USA) Inc.
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Fifth Third Securities, Inc.
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J.P. Morgan Securities LLC
|
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MUFG Securities Americas Inc.
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PNC Capital Markets LLC
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SG Americas Securities, LLC
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SMBC Nikko Securities America, Inc.
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SunTrust Robinson Humphrey, Inc.
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TD Securities (USA) LLC
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Citizens Capital Markets, Inc.
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Wells Fargo Securities, LLC
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Total
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$
|
|
|
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$
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The underwriting agreement
provides that the underwriters obligations to purchase the notes depend on the satisfaction of the conditions contained in the underwriting agreement, and that if any of the notes are purchased by the underwriters, all of the notes must be
purchased. The conditions contained in the underwriting agreement include the condition that all the representations and warranties made by us to the underwriters are true, that there has been no material adverse change in the condition of us or in
the financial markets and that we deliver to the underwriters customary closing documents.
The following table shows the underwriting discounts to be paid to the underwriters by us in connection with this offering.
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Per note
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Total
|
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2024 notes
|
|
|
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%
|
|
$
|
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2027 notes
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%
|
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$
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|
The notes sold by the
underwriters to the public will initially be offered at the public offering price set forth on the cover of this prospectus supplement. Any notes sold by the underwriters to securities dealers may be sold at the public offering price less a
concession not in excess of % of the principal amount of the 2024 notes and % of the principal amount of the 2027 notes. The underwriters may allow, and such dealers may reallow, to certain other
dealers a concession not in excess of % of the principal amount of the 2024 notes and % of the principal amount of the 2027 notes. After the notes are released for sale, the underwriters may change the
offering price and the other selling terms.
S-51
The expenses of the offering, not including the underwriting discount, are estimated to be
approximately $3 million and are payable by us.
The notes will constitute a new series of securities with no established trading market. We will not list the notes on any national securities exchange. Certain of the underwriters have advised us that
they currently intend to make a market in the notes. However, they are not obligated to do so and they may discontinue any market-making activities with respect to the notes at any time without notice. Accordingly, we cannot assure you as to the
liquidity of or the trading market for the notes.
In connection with the offering, the underwriters may purchase and sell notes in the open market. These transactions may include over
allotment, covering transactions and stabilizing transactions. Over allotment involves sales of notes in excess of the principal amount of notes to be purchased by the underwriters in this offering, which creates a short position for the
underwriters. Covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions consist of certain bids or purchases of notes made for the
purpose of preventing or retarding a decline in the market price of the notes while the offering is in progress.
The underwriters may also impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate
member when the representatives of the underwriters, in covering syndicate short positions or making stabilizing purchases, repurchase notes originally sold by that syndicate member.
Any of these activities may have the effect of preventing or retarding a decline in the market price of the
notes. They may also cause the price of the notes to be higher than the price that otherwise would exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the
over-the-counter
market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.
We have agreed to indemnify the underwriters against
specified liabilities, including liabilities under the Securities Act.
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial
advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. In the ordinary course of business, the underwriters or their affiliates have provided and may in the future continue to provide
investment banking, commercial banking, financial advisory and other financial services to us and our subsidiaries for which they have received and may in the future receive compensation. In that regard, certain of the underwriters or their
respective affiliates are lenders under the existing credit agreement and affiliates of certain underwriters serve other roles under the existing credit agreement. Certain underwriters or their affiliates of the underwriters have also entered into a
commitment to act as lenders under our $7.1 billion Bridge Facility Commitment described under Description of Other Indebtedness. In addition, certain underwriters or their affiliates have acted as sales agents on our registered
at-the-market
offering filed in August 2015.
In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad
array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities
activities may involve securities or instruments of ours or our subsidiaries. If the underwriters or their affiliates that have lending relationships with us or our subsidiaries, certain of the underwriters or their affiliates are likely to hedge,
and certain other of the underwriters or their affiliates may hedge, their credit exposure to us or our subsidiaries, as the case may be, consistent with their customary risk management policies. Typically those underwriters and their affiliates
would hedge such exposure by entering into transactions which may consist of either the purchase of credit default swaps or the creation of short positions in securities of ours or our subsidiaries, including potentially the notes offered hereby.
Any such
S-52
credit default swaps or short positions could adversely affect future trading prices of the notes. The underwriters and their respective affiliates may also make investment recommendations or
publish or express independent research views in respect of our securities or financial instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.
The notes will be delivered only through the facilities of
The Depository Trust Company for the accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, as operator of the Euroclear System, against payment in New York, New York.
We expect to deliver the notes against payment for the notes
on the fifth business day following the pricing of the notes (T+5). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly
agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement
arrangements to prevent a failed settlement.
Notice to
Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter has represented and agreed that,
with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State it has not made and will not make an offer of notes which are the subject of the offering contemplated by this prospectus
supplement to the public in that Relevant Member State other than:
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(a)
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to any legal entity which is a qualified investor as defined in the Prospectus Directive;
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(b)
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to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the
underwriter or underwriters nominated by Crown Castle for any such offer; or
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(c)
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in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of notes shall require us or any underwriter to publish
a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
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For the purposes of this provision, the expression an offer of notes to the public in relation to any notes in any Relevant
Member State means the communication in any form and by means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase the notes, as the same may be varied in that Member State
by any measure implementing the Prospectus Directive in that Member State, and the expression Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure
in the Relevant Member State.
Notice to Prospective Investors
in the United Kingdom
Each underwriter has
represented and agreed that:
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(a)
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(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its
business and (ii) it has not offered or sold and will not offer or sell the notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the
purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the notes would otherwise constitute a contravention
of Section 19 of the Financial Services and Markets Act (FSMA) by us;
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(b)
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it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in
investment activity (within the meaning of
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S-53
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Section 21 of the FSMA) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to us; and
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(c)
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it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving
the United Kingdom.
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Notice to Prospective
Investors in Switzerland
This prospectus
supplement is not intended to constitute an offer or solicitation to purchase or invest in the notes described herein. The notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be
listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither this prospectus supplement nor any other offering or marketing material relating to the notes constitutes a prospectus as such term is
understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations, and neither this prospectus supplement nor any other offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly
available in Switzerland.
Notice to Prospective Investors in
the Dubai International Financial Centre
This prospectus supplement relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority
(DFSA). This prospectus supplement is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for
reviewing or verifying any prospectus supplements in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this prospectus
supplement. The notes to which this prospectus supplement relates may be illiquid or subject to restrictions on their resale. Prospective purchasers of the notes offered should conduct their own due diligence on the notes. If you do not understand
the contents of this prospectus supplement, you should consult an authorized financial advisor.
In relation to its use in the Dubai International Financial Centre (DIFC), this prospectus supplement is strictly private and confidential and is being distributed to a limited number of
investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the notes may not be offered or sold directly or indirectly to the public in the DIFC.
Notice to Prospective Investors in Australia
No placement document, prospectus, product disclosure
statement or other disclosure document (including as defined in the Corporations Act 2001 (Cth) (Corporations Act)) has been or will be lodged with the Australian Securities and Investments Commission (ASIC) or any other
governmental agency, in relation to the offering. This prospectus supplement does not constitute a prospectus, product disclosure statement or other disclosure document for the purposes of the Corporations Act, and does not purport to include the
information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act. No action has been taken which would permit an offering of the notes in circumstances that would require disclosure under
Parts 6D.2 or 7.9 of the Corporations Act.
The
notes may not be offered for sale, nor may application for the sale or purchase of any notes be invited in Australia (including an offer or invitation which is received by a person in Australia) and neither this prospectus supplement nor any other
offering material or advertisement relating to the notes may be distributed or published in Australia unless, in each case:
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(a)
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the aggregate consideration payable on acceptance of the offer or invitation by each offeree or invitee is at least A$500,000 (or its equivalent in another currency, in
either case, disregarding moneys lent by the person offering the notes or making the invitation or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 or 7.9 of the Corporations
Act;
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S-54
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(b)
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the offer, invitation or distribution complied with the conditions of the Australian financial services license of the person making the offer, invitation or
distribution or an applicable exemption from the requirement to hold such license;
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(c)
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the offer, invitation or distribution complies with all applicable Australian laws, regulations and directives (including, without limitation, the licensing
requirements set out in Chapter 7 of the Corporations Act);
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(d)
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the offer or invitation does not constitute an offer or invitation to a person in Australia who is a retail client as defined for the purposes of
Section 761G of the Corporations Act; and
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(e)
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such action does not require any document to be lodged with ASIC or the Australian Securities Exchange.
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Notice to Prospective Investors in Hong Kong
Each underwriter (i) has not offered or sold and will
not offer or sell in Hong Kong, by means of any document, any notes other than (a) to professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (SFO) and any rules made under that
Ordinance; or (b) in other circumstances which do not result in the document being a prospectus as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an
offer to the public within the meaning of that Ordinance; and (ii) has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other
than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that Ordinance.
Notice to Prospective Investors in Canada
The notes may be sold only to purchasers purchasing, or
deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument
45-106
Prospectus Exemptions
or subsection 73.3(1) of the
Securities Act
(Ontario), and are
permitted clients, as defined in National Instrument
31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations
. Any resale of the notes must be made in accordance with an exemption
from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if
this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the
purchasers province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchasers province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument
33-105
Underwriting Conflicts
(NI
33-105),
the underwriters are not required to comply with the disclosure requirements of NI
33-105
regarding underwriter conflicts of interest in connection with this offering.
S-55
VALIDITY OF THE NOTES
Certain legal matters with respect to the validity of the
notes offered hereby will be passed upon for us by Cravath, Swaine & Moore LLP, New York, New York. Certain legal matters with respect to the notes will be passed upon for the underwriters by Skadden, Arps, Slate, Meagher & Flom
LLP, Los Angeles, California.
EXPERTS
The financial statements and managements assessment of
the effectiveness of internal control over financial reporting (which is included in Managements Report on Internal Control over Financial Reporting), incorporated in this prospectus supplement by reference to the Annual Report on Form
10-K
for the year ended December 31, 2016, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
The
financial statements of LTS Group Holdings LLC and subsidiary as of and for the year ended December 31, 2016, incorporated in this prospectus supplement by reference to the Current Report on Form
8-K,
dated July 19, 2017, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and are included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
S-56
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy
statements and other information with the SEC. Our SEC filings are available to the public over the internet at the SECs website at
http://www.sec.gov
. You may also read and copy any document we file with the SEC at the
SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for
further information on the Public Reference Room. Our SEC filings are also available through the investor relations section of our website at
http://investor.crowncastle.com
. Except for documents incorporated by reference into this prospectus
supplement and the accompanying prospectus as described below, no information contained in, or that can be accessed through, our website is incorporated by reference into this prospectus supplement or the accompanying prospectus, and no such
information should be considered as part of this prospectus supplement or the accompanying prospectus.
We are incorporating by reference into this prospectus supplement and the accompanying prospectus specific documents that we
file with the SEC, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus supplement and the accompanying prospectus. Information that we file subsequently
with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below, and any future documents that we file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
until the termination of the offering of the securities covered by this prospectus supplement (other than information furnished under Item 2.02 or 7.01 (including any related exhibit under Item 9.01) of any Form
8-K,
which is not deemed filed under the Exchange Act). This prospectus supplement and the accompanying prospectus are part of a registration statement filed with the SEC.
We are incorporating by reference into this
prospectus supplement and the accompanying prospectus the following documents filed with the SEC (excluding any portions of such documents that have been furnished but not filed for purposes of the Exchange Act):
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our Annual Report on Form
10-K
for the fiscal year ended December 31, 2016;
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our Quarterly Report on Form
10-Q
for the three months ended March 31, 2017;
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the portions of our Definitive Proxy Statement on Schedule 14A, filed April 3, 2017, that are incorporated by reference into our Annual Report on
Form
10-K
for the fiscal year ended December 31, 2016; and
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our Current Reports on Form
8-K
filed February 2, 2017, February 13, 2017, February 23, 2017,
April 17, 2017, May 1, 2017, May 18, 2017 (solely with respect to Item 5.07), June 26, 2017, July 19, 2017 relating to the proposed Lightower Acquisition (solely with respect to Items 1.01, 8.01 and 9.01
(other than Exhibit 99.1)) and July 21, 2017.
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We will provide to each person, including any beneficial owner of shares of our capital stock, to whom a prospectus supplement is delivered, upon written or oral request and without charge, a copy of the
documents referred to above that we have incorporated in this prospectus supplement and the accompanying prospectus by reference. You can request copies of such documents if you write or call us at the following address or telephone number:
Investor Relations, Crown Castle International Corp., 1220 Augusta Drive, Suite 600, Houston, Texas 77057,
(713) 570-3000,
or you may visit the investor relations section of our website at
http://investor.crowncastle.com
for copies of any such document.
Except as stated herein, no information contained in, or that can be accessed through, our website is incorporated by reference into this prospectus supplement or the
accompanying prospectus, and no such information should be considered a part of this prospectus supplement or the accompanying prospectus.
This prospectus supplement, the accompanying prospectus or information incorporated by reference herein or therein contains summaries of
certain agreements that we have filed as exhibits to various SEC filings, as well as certain agreements that we will enter into in connection with the offering of securities covered by any
S-57
particular prospectus supplement. The descriptions of these agreements contained in this prospectus supplement, the accompanying prospectus or information incorporated by reference herein or
therein do not purport to be complete and are subject to, and qualified in their entirety by reference to, the definitive agreements. Copies of the definitive agreements will be made available without charge to you by making a written or oral
request to us.
Any statement contained herein or
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained herein, in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein or in the accompanying prospectus, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified and
superseded, to constitute a part of this prospectus supplement.
S-58
PROSPECTUS
CROWN CASTLE INTERNATIONAL CORP.
Debt Securities
Preferred Stock
Common
Stock
Warrants
The securities
covered by this prospectus may be sold from time to time by Crown Castle International Corp. In addition, selling security holders to be named in a prospectus supplement may offer and sell from time to time securities in such amounts as are set
forth in such prospectus supplement. We may, and any selling security holder may, offer the securities independently or together in any combination for sale directly to purchasers or through underwriters, dealers or agents to be designated at a
future date. Unless otherwise set forth in a prospectus supplement, we will not receive any proceeds from the sale of securities by any selling security holder.
When we offer securities, we will provide you with a prospectus supplement describing the specific terms of the specific issue of securities,
including the offering price of the securities. You should carefully read this prospectus and the prospectus supplement relating to the specific issue of securities, together with the documents we incorporate by reference, before you decide to
invest in any of these securities.
Our common stock is traded on the New York Stock Exchange under the symbol CCI.
The securities may be offered and sold to or through underwriters, dealers or agents as designated from time to time, or directly to one or
more other purchasers or through a combination of such methods. See Plan of Distribution on page 27. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase
price, fee, commission or discount arrangements between or among them, will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement.
Investing in our securities involves a high degree of risk. See
Risk Factors
on page 3 of
this prospectus. You should carefully review the risks and uncertainties described under the heading Risk Factors contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in
the documents that are incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is March 27, 2015.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission
(SEC) using the shelf registration process. Under the shelf registration process, we, or certain of our security holders, may from time to time sell the securities described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the securities that we or a selling security holder may offer. Each time we, or,
under certain circumstances, our security holders, sell securities in a manner not described herein, we will provide you with a prospectus supplement containing specific information about the terms of the offering and the means of distribution. A
prospectus supplement may include other special considerations applicable to such offering of securities. The prospectus supplement may also add, update or change information in this prospectus. If there is any inconsistency between the information
in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should carefully read this prospectus and any prospectus supplement together with the additional information described under the
heading Where You Can Find More Information.
The prospectus supplement will describe: the terms of the securities offered,
any initial public offering price, the price paid to us for the securities, the net proceeds to us, the manner of distribution and any underwriting compensation and the other specific material terms related to the offering of the applicable
securities. For more detail on the terms of the securities, you should read the exhibits filed with or incorporated by reference in our registration statement of which this prospectus forms a part.
In this prospectus, unless otherwise indicated or the context otherwise requires, the terms Crown Castle, we,
our, our company, the Company and us refer to Crown Castle International Corp., a Delaware corporation, whose shares of common stock are publicly traded on the New York Stock Exchange under the symbol
CCI, and its subsidiaries on a consolidated basis.
References to securities include any security that we or our
security holders might sell under this prospectus or any prospectus supplement.
We prepare our financial statements in U.S. dollars and
prepare our financial statements, including all of the financial statements incorporated by reference in this prospectus, in conformity with U.S. generally accepted accounting principles (U.S. GAAP). Our fiscal year ends on
December 31. In this prospectus, except where otherwise indicated, references to $ or dollars are to the lawful currency of the United States.
This prospectus contains summaries of certain provisions contained in some of the documents described herein. Please refer to the actual
documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred to herein have been filed, or will be filed or incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under the heading Where You Can Find More Information.
You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus. We have not
authorized anyone to provide you with different information. The distribution of this prospectus and the sale of these securities in certain jurisdictions may be restricted by law. Persons in possession of this prospectus are required to inform
themselves about and observe any such restrictions. We are not making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as
of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.
1
THE COMPANY
We own, operate and lease shared wireless infrastructure, including: (1) towers and other structures, such as rooftops (collectively,
towers), and to a lesser extent, (2) distributed antenna systems, a type of small cell network, and (3) interests in land under third party towers in various forms (collectively, wireless infrastructure). As of
December 31, 2014, we owned, leased or managed approximately 40,000 towers in the United States, including Puerto Rico (collectively, U.S.), and approximately 1,800 towers in Australia. As of December 31, 2014, we owned,
including fee interests and perpetual easements, land and other property interests (collectively, land) on which approximately one-third of our site rental gross margin is derived, and we leased, subleased, managed or licensed the land
interests on which approximately two-thirds of our site rental gross margin is derived. Our customers include many of the worlds major wireless communication services companies, including AT&T, Sprint, T-Mobile and Verizon Wireless.
Our core business is providing access, including space or capacity, to our wireless infrastructure via long-term contracts in various forms,
including license, sublease and lease agreements. Our wireless infrastructure can accommodate multiple tenants for antennas or other equipment necessary for the transmission of signals for wireless communication devices. We seek to increase our site
rental revenues by adding more tenants on our wireless infrastructure, which we expect to result in significant incremental cash flows due to our relatively fixed operating costs. Site rental revenues represented approximately 81% of our
consolidated net revenues and site rental gross margin represented approximately 88% of our consolidated gross margin for the year ended December 31, 2014.
Our tower portfolios consist primarily of towers in various metropolitan areas. As of December 31, 2014, approximately 56% and 71% of our
towers in the U.S. were located in the 50 and 100 largest U.S. basic trading areas, respectively, with a significant presence in each of the top 100 U.S. basic trading areas.
As part of our effort to provide comprehensive wireless infrastructure solutions, we offer certain network services relating to our wireless
infrastructure, predominately consisting of (1) installation of tenant equipment or subsequent augmentation and (2) the following additional site development services: site acquisition, architectural and engineering or zoning and
permitting.
Our principal executive offices are located at 1220 Augusta Drive, Suite 600, Houston, Texas 77057, and our
telephone number is (713) 570-3000. We maintain an internet website at www.crowncastle.com.
The information contained in or connected to our website is not a part of this prospectus.
2
RISK FACTORS
Investing in our securities involves risks. Potential investors are urged to read and consider the risk factors and other disclosures relating
to an investment in securities issued by Crown Castle described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as updated by annual, quarterly and other reports and documents we file with the SEC after the date
of this prospectus and that are incorporated by reference herein. Before making an investment decision, you should carefully consider those risks as well as other information we include or incorporate by reference in this prospectus and any
prospectus supplement. If any of the events or developments described actually occurred, our business, financial condition or results of operations would likely suffer. The risks and uncertainties we have described are not the only ones facing our
company. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also affect our business operations. To the extent a particular offering implicates additional risks, we will include a discussion of
those risks in the applicable prospectus supplement.
3
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The statements contained in or incorporated by reference in this prospectus include certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans
and objectives of management, markets for our stock and other matters. Statements contained in or incorporated by reference in this prospectus that are not historical facts are hereby identified as forward-looking statements for the
purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), and Section 27A of the Securities Act of 1933, as amended (Securities Act). These forward-looking
statements, including those relating to future business prospects, revenues and income, wherever they occur in this prospectus or documents incorporated by reference in this prospectus, are necessarily estimates reflecting the best judgment of our
senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements should, therefore, be considered in light
of various risks, uncertainties, assumptions and other important factors, including those set forth in or incorporated by reference in this prospectus. Important factors that could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements include those factors described in the sections entitled Risk Factors on page 3 of this prospectus and in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2014, as updated by annual, quarterly and other reports and documents we file with the SEC after the date of this prospectus and that are incorporated by reference herein.
Words such as estimate, anticipate, project, plan, intend, believe,
expect, likely, predicted, any variations of these words and similar expressions are intended to identify forward-looking statements. These forward-looking statements are found at various places throughout this
prospectus and the documents incorporated by reference herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus or the date of the documents incorporated by
reference herein. Readers also should understand that it is not possible to predict or identify all such factors and that the risk factors as listed in our filings with the SEC should not be considered a complete statement of all potential risks and
uncertainties. Readers should also realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from our projections. We undertake no obligation to update any
forward-looking statements as a result of future events or developments. As used herein, the term including means including without limitation. The use of the word or herein is not exclusive.
4
SELLING SECURITY HOLDERS
We may register securities covered by this prospectus for re-offers and resales by any selling security holders to be named in a prospectus
supplement. Because we are a well-known seasoned issuer, as defined in Rule 405 of the Securities Act, we may add secondary sales of securities by any selling security holders by filing a prospectus supplement with the SEC. We may register
these securities to permit selling security holders to resell their securities when they deem appropriate. A selling security holder may resell all, a portion or none of their securities at any time and from time to time. We may register those
securities for sale through an underwriter or other plan of distribution as set forth in a prospectus supplement. See Plan of Distribution. Selling security holders may also sell, transfer or otherwise dispose of some or all of their
securities in transactions exempt from the registration requirements of the Securities Act. We may pay all expenses incurred with respect to the registration of the securities owned by the selling security holders, other than underwriting fees,
discounts or commissions, which will be borne by the selling security holders. We will provide you with a prospectus supplement naming the selling security holders, the amount of securities to be registered and sold and other terms of the securities
being sold by a selling security holder.
5
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, we intend to use the net proceeds from the sale of our securities for general corporate
purposes, repayment of indebtedness, the financing of possible acquisitions and investments or for such other purposes as may be specified in the applicable prospectus supplement. Unless otherwise set forth in a prospectus supplement, we will not
receive any proceeds from any sales of our securities by any selling security holder to be named in a prospectus supplement.
6
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED
CHARGES AND DIVIDENDS ON PREFERRED STOCK AND LOSSES ON PURCHASES OF PREFERRED STOCK
The following table sets forth our ratio of
earnings to fixed charges, the (deficiency) excess of our earnings to cover fixed charges, our ratio of earnings to combined fixed charges and dividends on preferred stock and losses on purchases of preferred stock and the (deficiency) excess of our
earnings to cover fixed charges and preferred stock dividends and losses on purchases of preferred stock for the periods indicated.
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Year Ended December 31,
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2010
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2011
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2012
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2013
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2014
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(dollars in thousands)
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Ratio of Earnings to Fixed Charges
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1.3
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1.1
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1.4
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1.5
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(Deficiency) Excess of Earnings to Cover Fixed Charges
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$ (338,105
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)
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$
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179,542
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$
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98,492
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$
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290,697
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$
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385,149
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Ratio of Earnings to Combined Fixed Charges and Dividends on Preferred Stock and Losses on
Purchases of Preferred Stock
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1.2
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1.1
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1.4
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1.4
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(Deficiency) Excess of Earnings to Cover Fixed Charges and Preferred Stock Dividends and Losses on
Purchases of Preferred Stock
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$ (358,911
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)
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$
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156,602
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$
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95,863
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$
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279,334
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$
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341,161
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For purposes of computing the ratios of earnings to fixed charges and earnings to combined fixed charges and
dividends on preferred stock and losses on purchases of preferred stock, earnings represent income (loss) before income taxes and fixed charges less interest capitalized. Fixed charges consist of interest expense, amortized premiums, discounts and
capitalized expenses related to indebtedness, interest capitalized and the interest component of operating lease expense.
7
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the debt securities sets forth certain general terms and provisions of the debt securities to
which any prospectus supplement may relate. The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which these general provisions may apply to those debt securities will be described in the
prospectus supplement relating to those debt securities. Accordingly, for a description of the terms of a particular issue of debt securities, reference must be made to both the prospectus supplement relating thereto and to the following
description. As used in this section, we, our and us refer only to Crown Castle International Corp. and not to its consolidated subsidiaries.
We may issue debt securities from time to time in one or more series. The debt securities will be general obligations of Crown Castle. In the
event that any series of debt securities will be subordinated to other indebtedness that we have outstanding or may incur, the terms of the subordination will be set forth in the prospectus supplement relating to the subordinated debt securities.
Debt securities will be issued under one or more indentures between us and The Bank of New York Mellon Trust Company, N.A., as trustee, or another trustee named in the prospectus supplement. A copy of the form of indenture has been filed as an
exhibit to the registration statement of which this prospectus forms a part. The following discussion of certain provisions of the indenture is a summary only and should not be considered a complete description of the terms and provisions of the
indenture. Accordingly, the following discussion is qualified in its entirety by reference to the provisions of the indenture, including the definition of certain terms used below.
General
The debt securities represent
direct, general obligations of Crown Castle and:
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may rank equally with other unsubordinated debt or may be subordinated to other debt we have or may incur;
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may be issued in one or more series with the same or various maturities;
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may be issued at a price of 100% of their principal amount or at a premium or discount;
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may be issued in registered or bearer form and certificated or uncertificated form; and
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may be represented by one or more global notes registered in the name of a designated depositarys nominee, and if so, beneficial interests in the global note will be shown on and transfers will be made only
through records maintained by the designated depositary and its participants.
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The aggregate principal amount of debt
securities that we may authenticate and deliver is unlimited. The debt securities may be issued in one or more series as we may authorize from time to time. You should refer to the applicable prospectus supplement for the following terms of the debt
securities of the series with respect to which that prospectus supplement is being delivered:
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the title of the debt securities of the series (which shall distinguish the debt securities of that particular series from the debt securities of any other series);
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the price or prices of the debt securities of the series;
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any limit on the aggregate principal amount of the debt securities of the series that may be authenticated and delivered under the indenture (except for debt securities authenticated and delivered upon registration or
transfer of, or in exchange for, or in lieu of, other debt securities of the series);
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the date or dates on which the principal and premium with respect to the debt securities of the series are payable;
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the rate or rates (which may be fixed or variable) at which the debt securities of the series shall bear interest
(if any) or the method of determining such rate or rates, the date or dates from which such
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interest, if any, shall accrue, the interest payment dates on which such interest, if any, shall be payable or the method by which such dates will be determined, the record dates for the
determination of holders thereof to whom such interest is payable (in the case of securities in registered form), and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months;
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the currency or currencies in which debt securities of the series shall be denominated, if other than U.S. dollars, the place or places, if any, in addition to or instead of the corporate trust office of the trustee (in
the case of securities in registered form) or the principal New York office of the trustee (in the case of securities in bearer form), where the principal, premium and interest with respect to debt securities of the series shall be payable or the
method of such payment, if by wire transfer, mail or other means;
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the price or prices at which, the period or periods within which, and the terms and conditions upon which debt securities of the series may be redeemed, in whole or in part, at our option or otherwise;
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whether debt securities of the series are to be issued as securities in registered form or securities in bearer form or both and, if securities in bearer form are to be issued, whether coupons will be attached to them,
whether securities in bearer form of the series may be exchanged for securities in registered form of the series, and the circumstances under which and the places at which any such exchanges, if permitted, may be made;
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if any debt securities of the series are to be issued as securities in bearer form or as one or more global securities representing individual securities in bearer form of the series, whether certain provisions for the
payment of additional interest or tax redemptions shall apply; whether interest with respect to any portion of a temporary bearer security of the series payable with respect to any interest payment date prior to the exchange of such temporary bearer
security for definitive securities in bearer form of the series shall be paid to any clearing organization with respect to the portion of such temporary bearer security held for its account and, in such event, the terms and conditions (including any
certification requirements) upon which any such interest payment received by a clearing organization will be credited to the persons entitled to interest payable on such interest payment date; and the terms upon which a temporary bearer security may
be exchanged for one or more definitive securities in bearer form of the series;
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the obligation, if any, to redeem, purchase or repay debt securities of the series pursuant to any sinking fund or analogous provisions or at the option of a holder of such debt securities and the price or prices at
which, the period or periods within which, and the terms and conditions upon which, debt securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligations;
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the terms, if any, upon which the debt securities of the series may be convertible into or exchanged for any issuers common stock, preferred stock, other debt securities or warrants for common stock, preferred
stock, indebtedness or other securities of any kind and the terms and conditions upon which such conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period and any other
additional provisions;
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if other than denominations of $1,000 or any integral multiple thereof, the denominations in which debt securities of the series shall be issuable;
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if the amount of principal, premium or interest with respect to the debt securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts will be
determined;
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if the principal amount payable at the stated maturity of debt securities of the series will not be determinable as of any one or more dates prior to such stated maturity, the amount that will be deemed to be such
principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any maturity other than the stated maturity or which will be deemed to be outstanding as of any such date (or, in any
such case, the manner in which such deemed principal amount is to be determined), and if necessary, the manner of determining the equivalent thereof in U.S. dollars;
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any changes or additions to the provisions of the indenture dealing with defeasance;
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if other than the principal amount thereof, the portion of the principal amount of debt securities of the series that shall be payable upon declaration of acceleration of the maturity thereof or provable in bankruptcy;
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the terms, if any, of the transfer, mortgage, pledge or assignment as security for the debt securities of the series of any properties, assets, moneys, proceeds, securities or other collateral, including whether certain
provisions of the Trust Indenture Act of 1939, as amended (Trust Indenture Act), are applicable and any corresponding changes to provisions of the indenture as then in effect;
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any addition to or change in the events of default with respect to the debt securities of the series and any change in the right of the trustee or the holders to declare the principal, premium and interest, if any, with
respect to such debt securities due and payable;
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if the debt securities of the series shall be issued in whole or in part in the form of a global security, the terms and conditions, if any, upon which such global security may be exchanged in whole or in part for other
individual debt securities in definitive registered form, the depositary (as defined in the applicable prospectus supplement) for such global security and the form of any legend or legends to be borne by any such global security in addition to or in
lieu of the legend referred to in the indenture;
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any trustee, authenticating or paying agent, transfer agent or registrar;
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the applicability of, and any addition to or change in, the covenants and definitions then set forth in the indenture or in the terms then set forth in the indenture relating to permitted consolidations, mergers or
sales of assets;
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the terms, if any, of any guarantee of the payment of principal, premium and interest with respect to debt securities of the series and any corresponding changes to the provisions of the indenture as then in effect;
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the subordination, if any, of the debt securities of the series pursuant to the indenture and any changes or additions to the provisions of the indenture relating to subordination;
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with regard to debt securities of the series that do not bear interest, the dates for certain required reports to the trustee; and
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any other terms of the debt securities of the series (which terms shall not be prohibited by the provisions of the indenture).
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The prospectus supplement will also describe any material U.S. federal income tax consequences or other special considerations applicable to
the series of debt securities to which such prospectus supplement relates, including those applicable to:
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securities in bearer form;
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debt securities with respect to which payments of principal, premium or interest are determined with reference to an index or formula (including changes in prices of particular securities, currencies or commodities);
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debt securities with respect to which principal or interest is payable in a foreign or composite currency;
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debt securities that are issued at a discount below their stated principal amount, bearing no interest or interest at a rate that at the time of issuance is below market rates, or original issue discount debt
securities; and
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variable rate debt securities that are exchangeable for fixed rate debt securities.
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Unless
otherwise provided in the applicable prospectus supplement, securities in registered form may be transferred or exchanged at the office of the trustee at which its corporate trust business is principally administered
10
in the United States or at the office of the trustee or the trustees agent in the Borough of Manhattan, the City and State of New York, at which its corporate agency business is conducted,
subject to the limitations provided in the indenture, without the payment of any service charge, other than any tax or governmental charge payable in connection therewith. Securities in bearer form will be transferable only by delivery. Provisions
with respect to the exchange of securities in bearer form will be described in the prospectus supplement relating to those securities in bearer form.
All funds that we pay to a paying agent for the payment of principal, premium or interest with respect to any debt securities that remain
unclaimed at the end of two years after that principal, premium or interest shall have become due and payable will be repaid to us, and the holders of those debt securities or any related coupons will thereafter look only to us for payment thereof.
Global Securities
The debt
securities of a series may be issued in whole or in part in the form of one or more global securities. A global security is a debt security that represents, and is denominated in an amount equal to the aggregate principal amount of, all outstanding
debt securities of a series, or any portion thereof, in either case having the same terms, including the same original issue date, date or dates on which principal and interest are due, and interest rate or method of determining interest. A global
security will be deposited with, or on behalf of, a depositary, which will be identified in the prospectus supplement relating to such debt securities. Global securities may be issued in either registered or bearer form and in either temporary or
definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities represented thereby, a global security may not be transferred except as a whole by the depositary to a nominee of the depositary, by a nominee
of the depositary to the depositary or another nominee of the depositary, or by the depositary or any nominee of the depositary to a successor depositary or any nominee of such successor.
The terms of the depositary arrangement with respect to a series of debt securities will be described in the prospectus supplement relating to
such debt securities. We anticipate that the following provisions will generally apply to depositary arrangements, in all cases subject to any restrictions or limitations described in the prospectus supplement relating to such debt securities.
Upon the issuance of a global security, the depositary for such global security will credit, on its book entry registration and transfer
system, the respective principal amounts of the individual debt securities represented by such global security to the accounts of persons that have accounts with the depositary, referred to as participants. Such accounts shall be designated by the
dealers or underwriters with respect to such debt securities or, if such debt securities are offered and sold directly by us or through one or more agents, by us or such agents. Ownership of beneficial interests in a global security will be limited
to participants or persons that hold beneficial interests through participants. Ownership of beneficial interests in such global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the
depositary (with respect to interests of participants) or records maintained by participants (with respect to interests of persons other than participants). The laws of some states require that certain purchasers of securities take physical delivery
of such securities in definitive form. Such limitations and laws may impair the ability to transfer beneficial interests in a global security.
So long as the depositary for a global security, or its nominee, is the registered owner or holder of such global security, such depositary or
nominee, as the case may be, will be considered the sole owner or holder of the individual debt securities represented by such global security for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global
security will not be entitled to have any of the individual debt securities represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of any of such debt securities in definitive
form, and will not be considered the owners or holders thereof under the indenture.
Payments of principal, premium, and interest with
respect to individual debt securities represented by a global security will be made to the depositary or its nominee, as the case may be, as the registered owner or
11
holder of such global security. Neither we, the trustee, any paying agent or registrar for such debt securities nor any agent of ours or the trustee will have any responsibility or liability for:
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any aspect of the records relating to or payments made by the depositary, its nominee or any participants on account of beneficial interests in the global security or for maintaining, supervising or reviewing any
records relating to such beneficial interests;
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the payment to the owners of beneficial interests in the global security of amounts paid to the depositary or its nominee; or
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any other matter relating to the actions and practices of the depositary, its nominee or its participants.
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Neither we, the trustee, any paying agent or registrar for such debt securities or any agent of ours or the trustee will be liable for any delay by the
depositary, its nominee or any of its participants in identifying the owners of beneficial interests in the global security, and we and the trustee may conclusively rely on, and will be protected in relying on, instructions from the depositary or
its nominee for all purposes.
We expect that the depositary for a series of debt securities or its nominee, upon receipt of any payment
of principal, premium or interest with respect to a definitive global security representing any of such debt securities, will immediately credit participants accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such global security, as shown on the records of the depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in such global security held through such
participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers and registered in street name. Such payments will be the responsibility of such
participants. Receipt by owners of beneficial interests in a temporary global security of payments of principal, premium or interest with respect thereto will be subject to the restrictions described in an applicable prospectus supplement. See
Limitations on Issuance of Securities in Bearer Form below.
If the depositary for a series of debt securities is at any
time unwilling, unable or ineligible to continue as depositary, we shall appoint a successor depositary. If a successor depositary is not appointed by us within 90 days, we will issue individual debt securities of such series in exchange for the
global security representing such series of debt securities. In addition, we may at any time and in our sole discretion determine to no longer have debt securities of a series represented by a global security and, in such event, will issue
individual debt securities of such series in exchange for the global security representing such series of debt securities. Furthermore, if we so specify with respect to the debt securities of a series, an owner of a beneficial interest in a global
security representing debt securities of such series may, on terms acceptable to us, the trustee, and the depositary for such global security, receive individual debt securities of such series in exchange for such beneficial interests. In any such
instance, an owner of a beneficial interest in a global security will be entitled to physical delivery of individual debt securities of the series represented by such global security equal in principal amount to such beneficial interest and to have
such debt securities registered in its name (if the debt securities are issuable as securities in registered form). Individual debt securities of such series so issued will generally be issued:
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as securities in registered form in denominations, unless otherwise specified by us, of $1,000 and integral multiples thereof if the debt securities are issuable as securities in registered form;
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as securities in bearer form in the denomination or denominations specified by us if the debt securities are issuable as securities in bearer form; or
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as either securities in registered form or securities in bearer form as described above if the debt securities are issuable in either form.
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Limitations on Issuance of Securities in Bearer Form
The debt securities of a series may be issued as securities in registered form (which will be registered as to principal and interest in the
register maintained by the registrar for such debt securities) or securities in bearer
12
form (which will be transferable only by delivery). If such debt securities are issuable as securities in bearer form, the applicable prospectus supplement will describe certain special
limitations and considerations that will apply to such debt securities.
Certain Covenants
If debt securities are issued, the indenture, as supplemented for a particular series of debt securities, will contain certain covenants for
the benefit of the holders of such series of debt securities, which will be applicable (unless waived or amended) so long as any of the debt securities of such series are outstanding, unless stated otherwise in the prospectus supplement. The
specific terms of the covenants, and summaries thereof, will be set forth in the prospectus supplement relating to such series of debt securities.
Subordination
Debt securities of a
series may be subordinated, which we refer to as subordinated debt securities, to senior indebtedness (as defined in the applicable prospectus supplement) to the extent set forth in the prospectus supplement relating thereto. To the extent we
conduct operations through subsidiaries, the holders of debt securities (whether or not subordinated debt securities) will be structurally subordinated to the creditors of our subsidiaries.
Events of Default
Each of the following
constitutes an event of default under the indenture with respect to any series of debt securities:
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default in payment of the principal or premium, if any, on the debt securities of that series, when such amount becomes due and payable at maturity, upon acceleration, required redemption or otherwise;
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failure to pay interest on the debt securities of that series within 30 days of the due date;
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failure to comply with the obligations described under Mergers and Sales of Assets below;
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failure to comply for 60 days after notice with any of our other agreements in the debt securities of that series or the indenture or supplemental indenture related to that series of debt securities; or
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certain events of bankruptcy, insolvency or reorganization affecting us.
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A prospectus
supplement may omit, modify or add to the foregoing events of default.
A default under the fourth clause above will not constitute an
event of default until the trustee or the holders of 25% in principal amount of the outstanding debt securities notify us of the default and we do not cure such default within the time specified after receipt of such notice.
If any event of default (other than an event of default relating to certain events of bankruptcy, insolvency or reorganization) occurs and is
continuing with respect to a particular series of debt securities, either the trustee or the holders of not less than 25% in aggregate principal amount of the debt securities of that series then outstanding by written notice to us (and to the
trustee if such notice is given by the holders), may declare the principal amount of (or in the case of original issue discount debt securities, the portion thereby specified in the terms thereof), premium, if any, and accrued interest on the debt
securities of that series to be immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization, the principal amount of, premium, if any, and accrued interest on the debt securities of that series shall
automatically become and be immediately due and payable without any declaration or other act on the part of the trustee or any holders.
The holders of a majority in aggregate principal amount of the debt securities of any series then outstanding by notice to the trustee under
the indenture may, on behalf of the holders of all of such series of debt securities, waive any existing default or event of default and its consequences under the applicable indenture except a continuing default or event of default in the payment
of interest on, or the principal of, the debt securities of such series.
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Subject to the provisions of the indenture relating to the duties of the trustee in case an event
of default shall occur and be continuing, the trustee is under no obligation to exercise any of its rights or powers under the indenture or debt securities at the request or direction of any of the holders of any series of debt securities, unless
such holders have offered to the trustee indemnity or security satisfactory to it against any loss, liability or expense. Subject to such provisions for the indemnification of the trustee, the holders of at least a majority in aggregate principal
amount of the outstanding debt securities of a series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to
such series of debt securities. The trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the trustee determines is unduly prejudicial to the rights of any other holder of such series of debt
securities or that would involve the trustee in personal liability. Prior to taking any action under the indenture, the trustee is entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking
or not taking such action.
Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no holder
of debt securities of a series has any right to institute any proceeding with respect to the indenture or debt securities, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless:
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such holder has previously given to the trustee written notice of a continuing event of default with respect to such series of debt securities;
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holder or holders have offered security or indemnity satisfactory to the
trustee against any loss, liability or expense, to the trustee to institute such proceeding as trustee; and
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the trustee has failed to institute such proceeding, and has not received from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series a direction inconsistent with such
request, within 60 days after such notice, request and offer.
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However, such limitations do not apply to a suit instituted by a holder of a
debt security of such series for the enforcement of payment of the principal, premium, if any, or interest on such debt security on or after the applicable due date specified in such debt security.
The indenture provides that if a default with respect to a series of debt securities occurs and is continuing and is known to the trustee, the
trustee must mail to each holder of such debt securities notice of the default within 90 days after it occurs. Except in the case of a default in the principal or premium, if any, upon acceleration, redemption or otherwise with respect to any debt
security of a series when such amount becomes due and payable, the trustee may withhold notice if and so long as a committee of its trust officers in good faith determines that withholding notice is in the interests of the holders.
The indenture requires us to furnish to the trustee, within 120 days after the end of each fiscal year, a statement by certain of our officers
as to whether or not we, to their knowledge, are in default in the performance or observance of any of the terms, provisions and conditions of the indenture and, if so, specifying all such known defaults.
Street name and other indirect holders should consult their banks and brokers for information on their requirements for giving notice or
taking other actions upon a default.
Modification and Waiver
Modifications and amendments of the indenture, any supplemental indenture and any series of debt securities may be made by us and the trustee
with the consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of any series affected by such modification or amendment.
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No such modification or amendment may, without the consent of each holder affected thereby,
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make any change to the percentage of principal amount of debt securities of any series the holders of which must consent to an amendment;
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reduce the principal amount of, premium, if any, or interest on, or extend the stated maturity or interest payment periods, of any debt security;
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make any debt security payable in money or securities other than that stated in such debt security;
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make any change that adversely affects such holders right to require us to purchase a debt security, if any;
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impair the right to institute suit for the enforcement of any payment with respect to the debt securities;
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in the case of any subordinated debt security or coupons appertaining thereto, make any change in the provisions of the indenture relating to subordination that adversely affects the rights of any holder under such
provisions;
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except as provided under Satisfaction and Discharge of the Indenture; Defeasance, release any security that may have been granted with respect to the debt securities; or
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waive a default in payment of principal of, premium, if any, or interest on the debt securities of a series or modify any provisions of the indenture relating to modification or amendment thereof.
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Without the consent of any holder, we and the trustee may amend the indenture, any supplemental indenture and any series of debt securities
for one or more of the following purposes:
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to evidence the succession of another person pursuant to the provisions of the indenture relating to consolidations, mergers and sales of assets and the assumption by such successor of the covenants, agreements and
obligations in the indenture and in the debt securities;
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to surrender any right or power conferred upon us by the indenture, to add to our covenants such further covenants, restrictions, conditions or provisions for the protection of the holders of all or any series of debt
securities as our boards of directors shall consider to be for the protection of the holders of such debt securities, and to make the occurrence, or the occurrence and continuance, of a default in respect of any of such additional covenants,
restrictions, conditions or provisions a default or an event of default under the indenture (
provided, however,
that with respect to any such additional covenant, restriction, condition or provision, such supplemental indenture may provide
for a period of grace after default, which may be shorter or longer than that allowed in the case of other defaults, may provide for an immediate enforcement upon such default, may limit the remedies available to the trustee upon such default or may
limit the right of holders of a majority in aggregate principal amount of any series of debt securities to waive such default);
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to cure any ambiguity or correct or supplement any provision contained in the indenture, in any supplemental indenture or in any debt securities that may be defective or inconsistent with any other provision contained
therein;
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to convey, transfer, assign, mortgage or pledge any property to or with the trustee, or to make such other provisions in regard to matters or questions arising under the indenture as shall not adversely affect in any
material respect the interests of any holders of debt securities of any series;
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to modify or amend the indenture in such a manner as to permit the qualification of the indenture or any supplemental indenture under the Trust Indenture Act as then in effect;
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to add to or change any of the provisions of the indenture to provide that securities in bearer form may be registrable as to principal, to change or eliminate any restrictions on the payment of principal or premium
with respect to securities in registered form or of principal, premium or interest with respect to securities in bearer form; or to permit securities in registered form to be exchanged for securities in bearer form, so as to not adversely affect the
interests of the holders of debt securities or any coupons of any series in any material respect or permit or facilitate the issuance of debt securities of any series in uncertificated form;
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in the case of subordinated debt securities, to make any change in the provisions of the indenture relating to subordination that would limit or terminate the benefits available to any holder of senior indebtedness
under such provisions (but only if each such holder of senior indebtedness consents to such change);
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to add guarantees with respect to the debt securities or to secure the debt securities;
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to make any change that does not adversely affect the rights of any holder;
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to add to, change, or eliminate any of the provisions of the indenture with respect to one or more series of debt securities, so long as any such addition, change or elimination not otherwise permitted under the
indenture shall (a) neither apply to any debt security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the holders of any such debt security with
respect to such provision or (b) become effective only when there is no such debt security outstanding;
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to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the debt securities of one or more series and to add to or change any of the provisions of the indenture as
shall be necessary to provide for or facilitate the administration of the indenture by more than one trustee; or
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to establish the form or terms of debt securities and coupons of any series, as described under General above.
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Mergers and Sales of Assets
The
indenture provides that we may not consolidate with or merge into any other person or convey, transfer or lease all or substantially all of our properties and assets to another person, unless among other items: (a) the resulting, surviving or
transferee person (if other than us) is organized and existing under the laws of the United States, any state thereof or the District of Columbia and such person expressly assumes, by supplemental indenture, all of our obligations under all of the
debt securities and the indenture; (b) we or such successor person shall not immediately thereafter be in default under the indenture; and (c) we shall have provided the trustee with an opinion of counsel and officers certificate
confirming compliance with the indenture. Upon the assumption of our obligations by such a person in such circumstances, subject to certain exceptions, we shall be discharged from all obligations under all debt securities and the indenture (except
in the case of a lease).
Satisfaction and Discharge of the Indenture; Defeasance
Unless otherwise provided for in the prospectus supplement, the indenture shall generally cease to be of any further effect with respect to a
series of debt securities if (a) we have delivered to the trustee for cancellation all debt securities of such series (with certain limited exceptions) or (b) all debt securities and coupons of such series not theretofore delivered to the
trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year, and we shall have deposited with the trustee as trust funds the entire
amount sufficient to pay at maturity or upon redemption all such debt securities and coupons (and if, in either case, we shall also pay or cause to be paid all other sums payable under the indenture by us).
In addition, we shall have a legal defeasance option (pursuant to which we may terminate, with respect to the debt securities of a
particular series, all of our obligations under such debt securities and the indenture with respect to such debt securities) and a covenant defeasance option (pursuant to which we may terminate, with respect to the debt securities of a
particular series, our obligations with respect to such debt securities under certain specified covenants contained in the indenture). If we exercise our legal defeasance option with respect to a series of debt securities, payment of such debt
securities may not be accelerated because of an event of default. If we exercise our covenant defeasance option with respect to a series of debt securities, payment of such debt securities may not be accelerated because of an event of default
related to the specified covenants.
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The applicable prospectus supplement will describe the procedures we must follow in order to
exercise our defeasance options.
Regarding the Trustee
The indenture provides that, except during the continuance of an event of default, the trustee will perform only such duties as are
specifically set forth in the indenture. During the existence of an event of default, the trustee will exercise such rights and powers vested in it under the indenture and use the same degree of care and skill in its exercise as a prudent person
would exercise under the circumstances in the conduct of such persons own affairs.
The indenture and provisions of the Trust
Indenture Act that are incorporated by reference therein contain limitations on the rights of the trustee, should it become one of our creditors, to obtain payment of claims in certain cases or to realize on certain property received by it in
respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with us or any of our affiliates;
provided, however,
that if it acquires any conflicting interest (as defined in the indenture or in
the Trust Indenture Act), it must eliminate such conflict or resign.
Governing Law
The indenture and the debt securities will be governed by the laws of the State of New York.
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DESCRIPTION OF CAPITAL STOCK
The following descriptions set forth certain general terms of our common stock, our 4.50% Mandatory Convertible Preferred Stock, Series A
(Convertible Preferred Stock), and our authorized but unissued preferred stock. While we believe that the following description covers the material terms of our capital stock, the descriptions may not contain all of the information that
is important to you. The descriptions set forth below are not complete and are subject to, and qualified in their entirety by, our restated certificate of incorporation (including the Certificate of Designations of Convertible Preferred Stock
incorporated therein as Exhibit I, the Charter), our amended and restated by-laws (By-laws), the Delaware General Corporation Law (DGCL), and, for any other series of preferred stock, the certificate of
designations relating to such particular series of preferred stock. The particular terms of any series of preferred stock offered by any prospectus supplement and the extent, if any, to which these general provisions may apply to that series of
preferred stock will be described in the prospectus supplement relating to that series of preferred stock. Copies of the Charter and the By-laws have been filed as exhibits to the registration statement of which this prospectus forms a part. You are
urged to read the Charter and the By-laws in their entirety.
Authorized Capital
Our authorized capital stock consists of 600,000,000 shares of common stock, par value $0.01 per share, and 20,000,000 shares of preferred
stock, par value $0.01 per share. As of March 23, 2015, there were 333,761,959 shares of our common stock outstanding and 9,775,000 shares of our Convertible Preferred Stock outstanding. A description of the terms of our Convertible Preferred
Stock is set forth in the description of our capital stock contained in Exhibit 4.1 to our Current Report on Form 8-K filed on December 16, 2014, which is incorporated by reference herein.
Our common stock is listed for trading on the New York Stock Exchange under the trading symbol CCI and our Convertible Preferred
Stock is listed for trading on the New York Stock Exchange under the trading symbol CCI-PRA.
Common Stock
Voting Rights
Each share
of common stock is entitled to one vote. The common stock votes together as a single class on all matters presented for a vote of the stockholders, except as provided under the DGCL. See also Certificate of Incorporation and
By-lawsAmendment to Declassify Our Board of Directors and Related Provisions below.
Dividends and Liquidation Rights
Each share of common stock is entitled to receive dividends if, as and when declared by our board of directors out of funds legally
available for that purpose, subject to certain rights of holders of preferred stock, including the rights of holders of Convertible Preferred Stock. In the event of our voluntary or involuntary liquidation, dissolution or winding up, after
satisfaction of amounts payable to our creditors and distribution of any preferential amounts to the holders of outstanding preferred stock, including Convertible Preferred Stock, holders of common stock are entitled to share ratably in the assets
available for distribution to the stockholders.
Other Provisions
The holders of our common stock have no preemptive, subscription or redemption rights and are not entitled to the benefit of any sinking fund.
All outstanding shares of common stock are validly issued, fully paid and nonassessable. Under the DGCL, stockholders generally are not personally liable for a corporations acts or debts.
Preferred Stock
Under the Charter, our
board of directors is authorized, without further stockholder action, to issue up to 20,000,000 shares of preferred stock, par value $0.01 per share, in one or more series by filing a certificate of
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designations with the Secretary of State of the State of Delaware. Such certificate of designations may set forth the designations, powers, preferences and rights of the shares of each such
series of preferred stock and the qualifications, limitations and restrictions thereof, including the dividend rate, the redemption provisions, if any, the amount payable in the event of our voluntary or involuntary liquidation, winding-up or
dissolution, the terms and conditions, if any, of conversion and the voting rights. We have filed a certificate of designations with the Secretary of State of the State of Delaware to create the Convertible Preferred Stock described above.
Certificate of Incorporation and By-laws
Stockholders rights and related matters are governed by the DGCL, the Charter and the By-laws. Certain provisions of the Charter and the
By-laws, descriptions of which are summarized or otherwise incorporated within this prospectus, may have the effect, either alone or in combination with each other, of discouraging or making more difficult a tender offer or takeover attempt that is
opposed by our board of directors but that a stockholder might consider to be in its best interest. Such provisions may also adversely affect prevailing market prices for our capital stock. We believe that such provisions are necessary to enable us
to develop our business in a manner that will foster our long-term growth without disruption caused by the threat of a takeover not deemed by our board of directors to be in our best interests and those of our stockholders.
Amendment to Declassify Our Board of Directors and Related Provisions
On December 15, 2014, in connection with adopting certain provisions in our Charter relating to our qualification as a real estate
investment trust (REIT), we completed a merger, whereby our predecessor company that was then named Crown Castle International Corp. (Predecessor Registrant) was merged with and into us and we continued as the surviving
entity. On May 23, 2013, at the annual meeting of stockholders of the Predecessor Registrant, its stockholders approved an amendment to Article VII of the Amended and Restated Certificate of Incorporation of the Predecessor Registrant
(Predecessor Charter) to declassify its board of directors and provide for the annual election of directors. Pursuant to the amendment, such declassification began phasing in commencing with the 2014 annual meeting of stockholders and
would have resulted in its board of directors being fully declassified (and all members of the board of directors standing for annual elections) commencing with the 2016 annual meeting of stockholders. The Predecessor Charter amendment became
effective upon the filing of a Certificate of Amendment of the Predecessor Charter with the Secretary of State of the State of Delaware on May 24, 2013. The Charter contains substantially identical phasing in provisions with respect to a
declassified board of directors and, as such, our board of directors will be fully declassified commencing with the 2016 annual meeting of stockholders.
The Charter provides that any director, except for directors who may be elected by the holders of any series of preferred stock, may be
removed from office at any time, with or without cause, only by the affirmative vote of the holders of at least 80% of the voting power of the then outstanding Voting Stock, voting together as a single class. However, any director serving in a class
of directors elected for a term expiring at the third annual meeting of stockholders following the election of such class of directors may be removed only for cause by the affirmative vote of the holders of at least 80% of the voting power of the
then outstanding Voting Stock, voting together as a single class. Voting Stock is defined in the Charter as the outstanding shares of our capital stock entitled to vote in a general vote of our stockholders as a single class with shares
of our common stock.
No Stockholder Action by Written Consent; Special Meeting
The Charter prohibits stockholders from taking action by written consent in lieu of an annual or special meeting, and, thus, stockholders may
only take action at an annual or special meeting called in accordance with the By-laws. The By-laws provide that special meetings of stockholders may only be called (a) by our secretary, chief executive officer or president at the direction of
our board of directors pursuant to a resolution adopted by the board or (b) by the chief executive officer.
These provisions could
have the effect of delaying consideration of a stockholder proposal until the next annual meeting. These provisions would also prevent the holders of a majority of the voting power of our capital stock entitled to vote from unilaterally using the
written consent procedure to take stockholder action.
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Advance Notice Requirements for Stockholder Proposals and Director Nominations
The By-laws establish advance notice procedures for stockholder proposals and the nomination, other than by or at the direction of the board of
directors, of candidates for election as directors. These procedures provide that the notice of stockholder proposals and stockholder nominations for the election of directors at an annual meeting must be in writing and received by our secretary at
least 90 days but not more than 120 days prior to the first anniversary of our preceding years annual meeting. However, if the date of our annual meeting is more than 30 days earlier than, or more than 90 days later than, the anniversary date
of our preceding years annual meeting, notice by a stockholder will be considered timely if it is delivered not earlier than the 120th day prior to such annual meeting and not later than the later of the 90th day prior to such annual meeting
or the 10th day following the day on which public disclosure of the date of the annual meeting was made. The notice of nominations for the election of directors must set forth certain information concerning the stockholder giving the notice and each
nominee.
By requiring advance notice of nominations by stockholders, these procedures afford our board of directors an opportunity to
consider the qualifications of the proposed nominees and, to the extent deemed necessary or desirable by the board of directors, to inform stockholders about these qualifications. By requiring advance notice of other proposed business, these
procedures provide our board of directors with an opportunity to inform stockholders of any business proposed to be conducted at a meeting, together with any recommendations as to the board of directors position on action to be taken on such
business. This should allow stockholders to better decide whether to attend a meeting or to grant a proxy for the disposition of any such business.
Dilution
The Charter
provides that our board of directors is authorized to create and issue, whether or not in connection with the issuance and sale of any of its stock or other securities or property, rights entitling the holders to purchase from us shares of stock or
other securities of us or of any other corporation. Our board of directors is authorized to issue these rights even though the creation and issuance of these rights could have the effect of discouraging third parties from seeking, or impairing their
right to seek, to:
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acquire a significant portion of our outstanding securities;
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engage in any transaction which might result in a change of control of the corporation; or
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enter into any agreement, arrangement or understanding with another party to accomplish these transactions or for the purpose of acquiring, holding, voting or disposing of any of our securities.
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Amendments
The Charter
and the By-laws provide that we may amend, alter, change or repeal any provision contained in the Charter or a preferred stock designation. However, the affirmative vote of the holders of at least 80% of the voting power of the then outstanding
voting stock, voting together as a single class, is required to amend, repeal or adopt any provision inconsistent with certain provisions of the Charter, including the provisions discussed above relating to the issuance of stockholder rights,
prohibiting stockholder action by written consent and prohibiting the calling of special meetings by stockholders.
The By-laws may be
amended by either the holders of 80% of the voting power of the voting stock or by the majority of the board, but the board may alter, amend or repeal or adopt new by-laws in conflict with certain of the By-law provisions only by a two-thirds vote
of the entire board.
Section 203 of the Delaware General Corporation Law
We are subject to the provisions of Section 203 of the DGCL which generally prohibit certain transactions between a Delaware corporation
and an interested stockholder for a period of three years after the date such interested stockholder acquired its stock, unless:
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the business combination is approved by the corporations board of directors prior to the date the interested stockholder acquired shares;
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the interested stockholder acquired at least 85% of the voting stock of the corporation in the transaction in which it became an interested stockholder; or
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the business combination is approved by a majority of the board of directors and by the affirmative vote of two-thirds of the outstanding voting stock owned by disinterested stockholders at an annual or special meeting.
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A business combination is defined broadly to include mergers, consolidations, sales or other dispositions of assets having
an aggregate value of 10% or more of the consolidated assets of the corporation, and certain transactions that would increase the interested stockholders proportionate share ownership in the corporation. In general, Section 203 defines an
interested stockholder as an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.
Exclusive Forum
The By-laws provide
that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of us, (b) any action asserting a claim of breach of a fiduciary duty
owed by any of our current or past directors, officers or other employees to us or any of our stockholders (including any beneficial owner of our stock), (c) any action asserting a claim arising pursuant to any provision of the DGCL, the
Charter or the By-Laws and (d) any action asserting a claim governed by the internal affairs doctrine, will, to the fullest extent permitted by law, be the United States District Court for the Southern District of Texas in Harris County, Texas
or, if such court lacks jurisdiction, any Texas District Court in Harris County, Texas or, if such court lacks jurisdiction, the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, any state or federal court in the state
of Delaware that has jurisdiction. The By-laws also provide that any person (including any entity) purchasing or otherwise acquiring or holding any interest in shares of our capital stock will be deemed to have notice of and consented to the
exclusive forum provisions in the By-laws.
Limitations of Directors Liability
The Charter provides that none of our directors will be personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability:
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for any breach of the directors duty of loyalty to us or our stockholders;
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for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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under Section 174 of the DGCL; or
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for any transaction from which the director derived an improper personal benefit.
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The effect
of these provisions is to eliminate our rights and the rights of our stockholders (through stockholders derivatives suits on behalf of us) to recover monetary damages against a director for breach of fiduciary duty as a director (including
breaches resulting from grossly negligent behavior), except in the situations described above. These provisions do not limit the liability of directors under federal securities laws and do not affect the availability of equitable remedies such as an
injunction or rescission based upon a directors breach of his duty of care.
Ownership Limitations and Transfer Restrictions
To facilitate our continued qualification as a REIT under the Internal Revenue Code of 1986, as amended (Code), the Charter
contains ownership limitations and transfer restrictions on our capital stock. These
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ownership limitations and transfer restrictions could have the effect of delaying, deferring or preventing a transaction or a change in control of us that might involve a premium price for our
capital stock or otherwise be in the best interest of our stockholders. All certificates representing shares of capital stock bear a legend describing such ownership limitations and transfer restrictions.
In order for us to continue to satisfy the requirements for REIT qualification, our capital stock must be beneficially owned by 100 or more
persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year (other than the first year for which an election to be a REIT has been made). Also, not more than 50% of the value of the
outstanding shares of our capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities such as private foundations) during the last half of a taxable year (other
than the first taxable year for which an election to be a REIT has been made). To satisfy these ownership requirements and other requirements for continued qualification as a REIT and to otherwise protect us from the consequences of a concentration
of ownership among our stockholders, the Charter contains provisions limiting the ownership and restricting the transfer of shares of our capital stock.
The relevant section of the Charter provides that, among other things and subject to certain exceptions described below, no person (as defined
in the Charter) may beneficially or constructively own, or be deemed to beneficially or constructively own by virtue of the attribution provisions of the Code, more than 9.8%, by value or number of shares, whichever is more restrictive, of the
outstanding shares of our common stock (which restriction we refer to as the common stock ownership limit), or 9.8% in aggregate value of the outstanding shares of all classes and series of our capital stock, including our common stock
and Convertible Preferred Stock (which restriction we refer to as the aggregate stock ownership limit).
The applicable
constructive ownership rules under the Code are complex and may cause capital stock owned actually or constructively by a group of related individuals or entities to be treated as owned by one individual or entity. As a result, the acquisition of
less than 9.8% in value of our outstanding capital stock or less than 9.8% in value or number of our outstanding shares of common stock (including through the acquisition of an interest in an entity that owns, actually or constructively, our common
stock) by an individual or entity could nevertheless cause that individual or entity, or another individual or entity, to own, constructively or beneficially, in excess of 9.8% in value of our outstanding capital stock or 9.8% in value or number of
our outstanding shares of common stock. The number and value of our outstanding shares of capital stock (or any class or series thereof) beneficially or constructively owned by any individual or entity shall be determined by our board of directors,
whose determination shall be binding and conclusive.
Our board of directors, in its sole discretion, may (prospectively or retroactively)
exempt a person from the aggregate stock ownership limit and common stock ownership limit described above and may establish different limits on ownership for any such person (which we refer to as an excepted holder limit) and may
(prospectively or retroactively) increase any excepted holder limit with respect to any person. However, our board of directors may not exempt any person or increase an excepted holder limit for any person whose ownership of outstanding capital
stock would violate the other provisions on transferability and ownership set forth in the Charter and described below. In order to be considered by our board of directors for an exemption from the aggregate stock ownership limit and common stock
ownership limit or for an increase in an excepted holder limit, a person must make such representations and undertakings as our board of directors determines are reasonably necessary to determine that no persons beneficial or constructive
ownership of our capital stock will violate the other provisions on transferability and ownership set forth in the Charter and described below, and that such person does not and will not own, actually or constructively, an interest in a tenant of
ours that would cause us to own, actually or constructively, more than a 9.9% interest in such tenant. As a condition to such exemption or such increase in an excepted holder limit, our board of directors may require an opinion of counsel or
Internal Revenue Service ruling satisfactory to our board of directors and may impose such other conditions or restrictions as it deems necessary, appropriate or desirable in connection with granting such exemption or such increase in an excepted
holder limit.
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Our board of directors, in its sole discretion, may also increase or decrease the aggregate stock
ownership limit and common stock ownership limit for all stockholders, provided that the new ownership limits would not allow five or fewer persons to beneficially own more than 49.9% of the value of our outstanding capital stock. A reduced
aggregate stock ownership limit and common stock ownership limit will not apply to any person whose percentage ownership of our capital stock or our common stock, as applicable, is in excess of such decreased ownership limit, until such time as such
persons percentage ownership of our capital stock or our common stock, as applicable, equals or falls below such decreased ownership limit. However, until such time as such persons percentage ownership of our capital stock or our common
stock, as applicable, falls below such decreased ownership limit any further acquisition of our capital stock or our common stock, as applicable, will be in violation of the decreased ownership limit.
The Charter further prohibits:
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any person from beneficially owning shares of our capital stock to the extent that such beneficial ownership would result in our being closely held within the meaning of Section 856(h) of the Code
(without regard to whether the ownership interest is held during the last half of a taxable year);
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any person from beneficially or constructively owning shares of our capital stock to the extent that such beneficial or constructive ownership would otherwise result in our failing to qualify as a REIT (including, but
not limited to, beneficial ownership or constructive ownership that would result in our actually owning or constructively owning an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by us from such
tenant would cause us to fail to satisfy any of the gross income requirements of Section 856(c) of the Code);
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any person from beneficially or constructively owning shares of our capital stock to the extent such beneficial or constructive ownership could result in our failing to qualify as a domestically controlled
qualified investment entity within the meaning of Section 897(h)(4)(B) of the Code; and
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any person from transferring shares of our capital stock if such transfer would result in shares of our capital stock being beneficially owned by fewer than 100 persons (determined under the principles of
Section 856(a)(5) of the Code).
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The foregoing provisions on transferability and ownership, including the aggregate
stock ownership limit and common stock ownership limit, will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.
Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of our capital stock that will or may
violate the aggregate stock ownership limit and common stock ownership limit or any of the other foregoing restrictions on transferability and ownership will be required to give written notice to us immediately (or, in the case of a proposed or
attempted transaction, written notice at least 15 days prior to such transaction) and provide us with such other information as we may request in order to determine the effect, if any, of such transfer on our status as a REIT and to ensure
compliance with the aggregate stock ownership limit and common stock ownership limit.
Pursuant to the Charter, if there is any purported
transfer of our capital stock or other event or change of circumstances that, if effective, would violate any of the restrictions described above, then the number of shares causing the violation (rounded up to the nearest whole share) will be
automatically transferred to a trust for the exclusive benefit of a designated charitable beneficiary, except that any transfer that results in the violation of the restriction relating to our capital stock being beneficially owned by fewer than 100
persons will be automatically void and of no force or effect. The automatic transfer will be effective as of the close of business on the business day prior to the date of the purported transfer or other event or change of circumstances that
requires the transfer to the trust. We refer below to the person that would have owned the shares if they had not been transferred to the trust as the purported transferee. No purported transferee shall acquire any rights in such shares
and any dividend or other distribution paid to the purported transferee, prior to our discovery that the shares had been
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automatically transferred to a trust as described above, must be repaid to the trustee upon demand. If the transfer to the trust as described above is not automatically effective, for any reason,
to prevent violation of the applicable restriction contained in the Charter, then the transfer of the excess shares will be automatically void and of no force or effect.
Shares of our capital stock transferred to the trustee are deemed to be offered for sale to us or our designee at a price per share equal to
the lesser of (i) the price per share paid by the purported transferee for the shares or, if the purported transferee did not give value for the shares in connection with the event causing the shares to be held in trust (e.g., in the case of a
gift, devise or other such transaction), the market price on the day of such event and (ii) the market price of the shares on the date we accept, or our designee accepts, such offer. We have the right to accept such offer until the trustee has
sold the shares of our capital stock held in the trust pursuant to the clauses discussed below. We may reduce the amount payable to the purported transferee by the amount of dividends or other distributions that we paid to the purported transferee
prior to our discovery that the shares had been transferred to the trust and that is owed by the purported transferee to the trustee as described above. We shall pay the amount of such reduction to the trustee for the benefit of the charitable
beneficiary. Upon a sale to us, the interest of the charitable beneficiary in the shares sold terminates and the trustee must distribute the net proceeds of the sale to the purported transferee and any dividends or other distributions held by the
trustee shall be paid to the charitable beneficiary.
If we do not buy the shares, the trustee must, within 20 days after receiving notice
from us of the transfer of shares to the trust, sell the shares to a person or entity who could own the shares without violating the restrictions described above. Upon such a sale, the trustee must distribute to the purported transferee an amount
equal to the lesser of (i) the price paid by the purported transferee for the shares or, if the purported transferee did not give value for the shares in connection with the event causing the shares to be held in trust (e.g., in the case of a
gift, devise or other such transaction), the market price of the shares on the day of the event causing the shares to be held in the trust and (ii) the sales proceeds (net of commissions and other expenses of sale) received by the trustee for
the shares. The trustee may reduce the amount payable to the purported transferee by the amount of any dividends or other distributions that we paid to the purported transferee before our discovery that the shares had been transferred to the trust
and that is owed by the purported transferee to the trustee as described above. Any net sales proceeds in excess of the amount payable to the purported transferee will be immediately paid to the charitable beneficiary, together with any dividends or
other distributions held by the trustee with respect to such capital stock. In addition, if prior to discovery by us that shares of our capital stock have been transferred to a trust, such shares of capital stock are sold by a purported transferee,
then such shares will be deemed to have been sold on behalf of the trust and, to the extent that the purported transferee received an amount for or in respect of such shares that exceeds the amount that such purported transferee was entitled to
receive as described above, such excess amount shall be paid to the trustee upon demand and immediately paid to the charitable beneficiary. The purported transferee will have no rights in the shares held by the trustee.
The trustee will be designated by us and must be unaffiliated with us and with any purported transferee. Prior to the sale of any shares by
the trust, the trustee will receive, in trust for the beneficiary, all dividends and other distributions paid by us with respect to the shares, and may also exercise all voting rights with respect to the shares.
Subject to the DGCL, effective as of the date that the shares have been transferred to the trust, the trustee will have the authority, at the
trustees sole discretion:
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to rescind as void any vote cast by a purported transferee prior to our discovery that the shares have been transferred to the trust; and
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to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary of the trust.
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However, if we have already taken irreversible corporate action, then the trustee may not rescind and recast the vote.
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In addition, if our board of directors determines that a proposed or purported transfer would
violate the restrictions on ownership and transfer of our capital stock set forth in the Charter, our board of directors may take such action as it deems necessary, appropriate or desirable to refuse to give effect to or to prevent such violation,
including causing us to redeem shares of our capital stock, refusing to give effect to the transfer on our books or instituting proceedings to enjoin the transfer.
Within 30 days after the end of each taxable year, every owner of more than 5% (or such lower percentage as required by the Code or the
Treasury regulations thereunder) of the outstanding shares of our capital stock must provide us written notice of the persons name and address, the number of shares of each class and series of our capital stock that such person beneficially or
constructively owns and a description of the manner in which the shares are held. Each such owner must also provide us with such additional information as we may request in order to determine the effect, if any, of such owners beneficial or
constructive ownership on our qualification as a REIT and to ensure compliance with the aggregate stock ownership limit and common stock ownership limit. In addition, each beneficial or constructive owner of our capital stock, and any person
(including the stockholder of record) who is holding shares of our capital stock for a beneficial or constructive owner will, upon demand, be required to provide us with such information as we may request in order to determine our qualification as a
REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance and to ensure compliance with the aggregate stock ownership limit and common stock ownership limit.
Transfer Agent and Registrar
Computershare Inc. is the transfer agent and registrar for the Companys common stock.
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DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of debt securities, preferred stock or common stock. Warrants may be issued independently or together
with debt securities, preferred stock or common stock offered by any prospectus supplement and may be attached to or separate from any such offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered
into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial
owners of warrants. The following summary of certain provisions of the warrants does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the warrant agreement that will be filed with the SEC
in connection with the offering of such warrants.
The prospectus supplement relating to a particular issue of warrants will describe the
terms of such warrants, including the following:
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the title of such warrants;
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the offering price for such warrants, if any;
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the aggregate number of such warrants;
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the designation and terms of the securities purchasable upon exercise of such warrants;
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
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if applicable, the date from and after which such warrants and any securities issued therewith will be separately transferable;
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the principal amount of debt securities purchasable upon exercise of a warrant and the price at which such principal amount of debt securities may be purchased upon exercise (which price may be payable in cash,
securities, or other property) and the number of shares of common stock or preferred stock purchasable upon exercise of a warrant and the price at which such shares may be purchased upon exercise;
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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if applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;
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whether the warrants represented by the warrant certificates or debt securities that may be issued upon exercise of the warrants will be issued in registered or bearer form;
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information with respect to book-entry procedures, if any;
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the currency or currency units in which the offering price, if any, and the exercise price are payable;
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if applicable, a discussion of material United States federal income tax considerations;
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the antidilution provisions of such warrants, if any;
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the redemption or call provisions, if any, applicable to such warrants; and
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any additional terms of such warrants, including terms, procedures, and limitations relating to the exchange and exercise of such warrants.
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PLAN OF DISTRIBUTION
We and any selling security holder may offer and sell the securities covered by this prospectus from time to time, in one or more
transactions, at market prices prevailing at the time of sale, at prices related to market prices, at a fixed price or prices subject to change, at varying prices determined at the time of sale or at negotiated prices, by a variety of methods,
including the following:
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to or through underwriters;
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in at the market offerings, within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;
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through brokers or dealers;
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directly by us or any selling security holders to purchasers, including through a specific bidding, auction or other process; or
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through a combination of any of these methods of sale.
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Registration of the securities covered
by this prospectus does not mean that those securities necessarily will be offered or sold.
In effecting sales, brokers or dealers
engaged by us may arrange for other brokers or dealers to participate. Broker-dealer transactions may include:
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purchases of the securities by a broker-dealer as principal and resales of the securities by the broker-dealer for its account pursuant to this prospectus;
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ordinary brokerage transactions; or
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transactions in which the broker-dealer solicits purchasers.
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In addition, we and any selling
security holder may sell any securities covered by this prospectus in private transactions or under Rule 144 of the Securities Act rather than pursuant to this prospectus.
We may sell offered securities through agents designated by us from time to time. Any agent in the offer or sale of the securities for which
this prospectus is delivered will be named, and any commissions payable by us to that agent will be set forth, in the applicable prospectus supplement. Unless indicated in such prospectus supplement, the agents will have agreed to use their
reasonable best efforts to solicit purchases for the period of their appointment.
In connection with the sale of securities covered by
this prospectus, broker-dealers may receive commissions or other compensation from us in the form of commissions, discounts or concessions. Broker-dealers may also receive compensation from purchasers of the securities for whom they act as agents or
to whom they sell as principals or both. Compensation as to a particular broker-dealer may be in excess of customary commissions or in amounts to be negotiated. In connection with any underwritten offering, underwriters may receive compensation in
the form of discounts, concessions or commissions from us or from purchasers of the securities for whom they act as agents. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Any underwriters, broker-dealers agents or other persons acting on our behalf that participate in the distribution of
the securities may be deemed to be underwriters within the meaning of the Securities Act, and any profit on the sale of the securities by them and any discounts, commissions or concessions received by any of those underwriters,
broker-dealers agents or other persons may be deemed to be underwriting discounts and commissions under the Securities Act.
In connection
with the distribution of the securities covered by this prospectus or otherwise, we or any selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions. In
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connection with such transactions, broker-dealers or other financial institutions may engage in short sales of our securities in the course of hedging the positions they assume with us or any
selling stockholder. We or any selling stockholder may also sell securities short and deliver the securities offered by this prospectus to close out our short positions. We or any selling security holder may also enter into option or other
transactions with broker-dealers or other financial institutions, which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial
institution may resell pursuant to this prospectus, as supplemented or amended to reflect such transaction. We or any selling security holder may also from time to time pledge our securities pursuant to the margin provisions of our customer
agreements with our brokers. Upon our default, the broker may offer and sell such pledged securities from time to time pursuant to this prospectus, as supplemented or amended to reflect such transaction.
At any time a particular offer of the securities covered by this prospectus is made, a revised prospectus or prospectus supplement, if
required, will be distributed which will set forth the aggregate amount of securities covered by this prospectus being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents, any discounts,
commissions, concessions and other items constituting compensation from us and any discounts, commissions or concessions allowed or reallowed or paid to dealers. Such prospectus supplement, and, if necessary, a post-effective amendment to the
registration statement of which this prospectus is a part, will be filed with the SEC to reflect the disclosure of additional information with respect to the distribution of the securities covered by this prospectus. In order to comply with the
securities laws of certain states, if applicable, the securities sold under this prospectus may only be sold through registered or licensed broker-dealers. In addition, in some states the securities may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from registration or qualification requirements is available and is satisfied.
In connection with an underwritten offering, we and any selling stockholder would execute an underwriting agreement with an underwriter or
underwriters. Unless otherwise indicated in the revised prospectus or applicable prospectus supplement, such underwriting agreement would provide that the obligations of the underwriter or underwriters are subject to certain conditions precedent,
and that the underwriter or underwriters with respect to a sale of the covered securities will be obligated to purchase all of the covered securities, if any such securities are purchased. We or any selling security holder may grant to the
underwriter or underwriters an option to purchase additional securities at the public offering price, less any underwriting discount, as may be set forth in the revised prospectus or applicable prospectus supplement. If we or any selling security
holder grants any such option, the terms of that option will be set forth in the revised prospectus or applicable prospectus supplement.
To the extent that we make sales through one or more underwriters or agents in at the market offerings, we will do so pursuant to the terms of
a sales agency financing agreement or other at the market offering arrangement between us and the underwriters or agents. If we engage in at the market sales pursuant to any such agreement, we will issue and sell our securities through one or more
underwriters or agents, which may act on an agency basis or on a principal basis. During the term of any such agreement, we may sell securities on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. The
agreement will provide that any securities sold will be sold at prices related to the then prevailing market prices for our securities. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined as
of the date of this prospectus. Pursuant to the terms of the agreement, we may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our common stock or other securities. The terms of each such
agreement will be set forth in more detail in a prospectus supplement.
Underwriters, agents, brokers or dealers may be entitled, pursuant
to relevant agreements entered into with us, to indemnification by us or any selling security holder against certain civil liabilities, including liabilities under the Securities Act that may arise from any untrue statement or alleged untrue
statement of a material fact, or any omission or alleged omission to state a material fact in this prospectus, any supplement or amendment hereto, or in the registration statement of which this prospectus forms a part, or to contribution with
respect to payments which the underwriters, agents, brokers or dealers may be required to make.
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LEGAL MATTERS
The validity of the securities offered in this prospectus and any related prospectus supplement and certain legal matters will be passed upon
for us by Cravath, Swaine & Moore LLP, New York, New York. If the securities are being distributed in an underwritten offering, certain legal matters will be passed upon for the underwriters by counsel identified in the related prospectus
supplement.
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EXPERTS
The consolidated financial statements, the financial statement schedule and managements assessment of the effectiveness of internal
control over financial reporting (which is included in Managements Report on Internal Control over Financial Reporting) of Crown Castle International Corp., incorporated in this prospectus by reference to the Annual Report on Form 10-K for the
year ended December 31, 2014, and the audited historical Statement of Revenue and Certain Expenses of T3 Sites (a component of T-Mobile USA, Inc.) included in Exhibit 99.1 of the Crown Castle International Corp. Current Report on Form 8-K/A
dated December 21, 2012, have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The Statement of Revenues and Certain Expenses of Tower Sites (a component of AT&T Inc.) for the year ended December 31, 2012
included in Exhibit 99.1 of the Crown Castle International Corp. Current Report on Form 8-K/A dated January 17, 2014 has been incorporated herein by reference in reliance upon the report of Ernst & Young LLP, independent auditors,
given on the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC
filings are available to the public over the internet at the SECs website at
http://www.sec.gov
. You may also read and copy any document we file with the SEC at the SECs Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available through the investor relations section of our website at
http://investor.crowncastle.com
. Except for
documents incorporated by reference into this prospectus as described below, no information in, or that can be accessed through, our website is incorporated by reference into this prospectus, and no such information should be considered as part of
this prospectus.
We are incorporating by reference into this prospectus specific documents that we file with the SEC,
which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus. Information that we file subsequently with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below, and any future documents that we file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until the termination of the offerings of all of the securities
covered by this prospectus (other than information furnished under Items 2.02 or 7.01 of any Form 8-K or Rule 406T of Regulation S-T, which is not deemed filed under the Exchange Act). This prospectus is part of a registration statement filed with
the SEC.
We are incorporating by reference into this prospectus the following documents filed with the SEC (excluding any
portions of such documents that have been furnished but not filed for purposes of the Exchange Act):
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2014;
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our Definitive Proxy Statement filed April 7, 2014;
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our Current Reports on Form 8-K filed December 3, 2012 (relating to Items 2.01 and 9.01) (as amended by Amendment No. 1 to such Form 8-K, filed on Form 8-K/A, on December 21, 2012), December 16,
2013 (relating to Items 2.01 and 9.01) (as amended by Amendment No. 1 to such Form 8-K, filed on Form 8-K/A, on January 21, 2014), January 22, 2015, February 3, 2015 and February 19, 2015; and
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the description of our capital stock contained in Exhibit 4.1 to our Current Report on Form 8-K filed December 16, 2014, and any subsequent amendments and reports filed for the purpose of updating that description.
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We will provide to each person, including any beneficial owner, to whom a prospectus is
delivered, upon written or oral request and without charge, a copy of the documents referred to above that we have incorporated by reference in this prospectus. You can request copies of such documents if you write or call us at the following
address or telephone number: Investor Relations, Crown Castle International Corp., 1220 Augusta Drive, Suite 600, Houston, Texas 77057, (713) 570-3000, or you may visit the investor relations section of our website at
http://investor.crowncastle.com
for copies of any such document.
This prospectus, any accompanying prospectus supplement or
information incorporated by reference herein or therein, contains summaries of certain agreements that we have filed as exhibits to various SEC filings, as well as certain agreements that we will enter into in connection with the offering of
securities covered by any particular accompanying prospectus supplement. The descriptions of these agreements contained in this prospectus, any accompanying prospectus supplement or information incorporated by reference herein or therein do not
purport to be complete and are subject to, or qualified in their entirety by reference to, the definitive agreements. Copies of the definitive agreements will be made available without charge to you by making a written or oral request to us.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement contained herein, in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or in any accompanying prospectus supplement,
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified and superseded, to constitute a part of this prospectus.
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$
Crown Castle
International Corp.
$ % Senior Notes due 2024
$ % Senior Notes due 2027
PROSPECTUS SUPPLEMENT
July , 2017
Joint Book-Running Managers
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Morgan Stanley
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BofA Merrill Lynch
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Barclays
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Mizuho Securities
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RBC Capital Markets
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Citigroup
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Credit Agricole CIB
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Fifth Third Securities
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J.P. Morgan
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MUFG
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PNC Capital Markets LLC
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SMBC Nikko
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SOCIETE GENERALE
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SunTrust Robinson Humphrey
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TD Securities
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Co-Managers
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Citizens Capital Markets
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Wells Fargo Securities
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