Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 26 2017 - 6:04AM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-203074
July 25, 2017
Crown Castle
International Corp.
$750,000,000 3.200% Senior Notes due 2024
$1,000,000,000 3.650% Senior Notes due 2027
July 25, 2017
Pricing Term Sheet
The information in this pricing term
sheet supplements the Issuers Preliminary Prospectus Supplement, dated July 25, 2017, and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information contained therein. This
pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Financial information presented in the Preliminary Prospectus Supplement or incorporated by reference therein is deemed to have changed to the
extent affected by the changes described herein. This pricing term sheet should be read together with the Preliminary Prospectus Supplement, including the documents incorporated by reference therein, and the accompanying prospectus dated
March 27, 2015 before making a decision in connection with an investment in the securities. Capitalized terms used in this pricing term sheet but not defined have the meanings given to them in the Preliminary Prospectus Supplement.
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Issuer:
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Crown Castle International Corp.
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Security Description:
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3.200% Senior Notes due 2024 (the 2024 Notes)
3.650% Senior Notes due 2027 (the 2027 Notes)
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Ratings (Moodys / S&P / Fitch)*:
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Baa3 (Negative) / BBB- (Stable) / BBB- (Stable)
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Distribution:
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SEC-registered
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Aggregate Principal Amount:
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2024 Notes: $750,000,000
2027 Notes: $1,000,000,000
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Gross Proceeds:
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2024 Notes: $747,907,500
2027 Notes: $999,300,000
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Maturity Date:
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2024 Notes: September 1, 2024
2027 Notes: September 1, 2027
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Coupon:
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2024 Notes: 3.200%
2027 Notes: 3.650%
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Benchmark Treasury:
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2024 Notes: 2.000% due June 30, 2024
2027 Notes: 2.375% due May 15, 2027
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Benchmark Treasury Price and Yield:
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2024 Notes: 99-02+; 2.144%
2027 Notes: 100-13; 2.328%
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Spread to Benchmark Treasury:
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2024 Notes: T + 110 basis points
2027 Notes: T + 133 basis points
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Price to Public:
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2024 Notes: 99.721% of principal amount
2027 Notes: 99.930% of principal amount
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Yield to Maturity:
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2024 Notes: 3.244%
2027 Notes: 3.658%
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Interest Payment Dates:
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2024 Notes: March 1 and September 1, commencing March 1, 2018
2027 Notes: March 1 and September 1, commencing March 1, 2018
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Record Dates:
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2024 Notes: February 15 and August 15
2027 Notes: February 15 and August 15
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Make-Whole Call:
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2024 Notes: Prior to July 1, 2024 (two months prior to the maturity date of
the
2024 Notes), at greater of par and make-whole at discount rate of Treasury plus
20 basis points
2027 Notes: Prior to June 1, 2027 (three months prior to the maturity date of the
2027 Notes), at greater of par and make-whole at discount rate of Treasury
plus
20 basis points
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Par Call:
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2024 Notes: At any time on or after July 1, 2024 (two months prior to
the
maturity date of the 2024 Notes)
2027 Notes: At any time on or after June 1,
2027 (three months prior to the
maturity date of the 2027 Notes)
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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.
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Trade Date:
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July 25, 2017
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Settlement Date:
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August 1, 2017 (T+5)
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.
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Use of Proceeds:
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We expect to receive net proceeds of approximately
$1.73 billion 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.
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CUSIP:
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2024 Notes: 22822V AG6
2027 Notes: 22822V AH4
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ISIN:
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2024 Notes: US22822VAG68
2027 Notes: US22822VAH42
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Denominations/Multiple:
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$2,000 x $1,000
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Joint Book-Running Managers:
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Morgan Stanley & Co. LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Barclays Capital Inc.
Mizuho Securities USA LLC
RBC Capital Markets, LLC
J.P. Morgan Securities LLC
Citigroup Global Markets Inc.
Credit Agricole Securities (USA)
Inc.
TD Securities (USA) LLC
Fifth Third Securities, Inc.
MUFG Securities Americas Inc.
PNC Capital Markets LLC
SG Americas Securities, LLC
SMBC Nikko Securities America,
Inc.
SunTrust Robinson Humphrey, Inc.
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Co-Managers:
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Citizens Capital
Markets, Inc.
Wells Fargo Securities, LLC
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* A securities rating is not a recommendation to buy, sell, or hold securities and should be evaluated independently of any
other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization.
The issuer has filed a registration
statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more
complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC (toll-free) at 1-866-718-1649, Merrill Lynch, Pierce, Fenner & Smith Incorporated (toll-free) at 1-800-294-1322, Barclays Capital Inc. (toll-free) at
1-888-603-5847, Mizuho Securities USA LLC (toll-free) at 1-866-271-7403 or RBC Capital Markets, LLC (toll-free) at 1-866-375-6829.
This pricing
term sheet does not constitute an offer to sell, or a solicitation of an offer to buy any security in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was
automatically generated as a result of this communication being sent by Bloomberg or another email system.
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