ITEM 1.01.
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On August 1, 2017, Crown Castle International Corp.
(Company) closed its previously announced public offering (Debt Offering) of $750 million aggregate principal amount of the Companys 3.200% Senior Notes due 2024 (2024 Notes) and $1.0 billion aggregate
principal amount of the Companys 3.650% Senior Notes due 2027 (2027 Notes, together with the 2024 Notes, Notes). The Notes were issued pursuant to an indenture dated as of April 15, 2014 (Base
Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (Trustee), as amended and supplemented by the second supplemental indenture dated as of December 15, 2014 (Second
Supplemental Indenture), between the Company and the Trustee, and the ninth supplemental indenture dated as of August 1, 2017 (Ninth Supplemental Indenture and, together with the Base Indenture and the Second Supplemental
Indenture, Indenture), between the Company and the Trustee.
The Notes are senior unsecured obligations of the Company, which rank equally
with all existing and future senior indebtedness, including the Companys obligations under its senior unsecured credit facility, and senior to all future subordinated indebtedness of the Company. The Notes will effectively rank junior to all
of the Companys secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes will be structurally subordinated to all existing and future liabilities and obligations of the Companys subsidiaries.
The 2024 Notes will bear interest at a rate of 3.200% per annum and the 2027 Notes will bear interest at a rate of 3.650% per annum, both payable semi-annually on March 1 and September 1, to persons who are registered holders of
the Notes on the immediately preceding February 15 and August 15, beginning on March 1, 2018.
The Indenture limits the ability of the
Company and its subsidiaries to incur certain liens and merge with or into other companies, in each case subject to certain exceptions and qualifications set forth in the Indenture.
In the event of a Change of Control Triggering Event (as defined in the Indenture), holders of the Notes will have the right to require the Company to
repurchase all or any part of the Notes at a purchase price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of such repurchase.
The 2024 Notes will mature on September 1, 2024. The 2027 Notes will mature on September 1, 2027. However, the Company, at its option, may redeem
some or all of the Notes of a series at any time or from time to time prior to their maturity. If the Company elects to redeem the 2024 Notes prior to July 1, 2024 (the date that is two months prior to their maturity date) or the 2027 Notes
prior to June 1, 2027 (the date that is three months prior to their maturity date), the Company will pay a redemption price equal to 100% of the principal amount of the Notes redeemed plus a make-whole premium and accrued and unpaid
interest, if any. If the Company elects to redeem the 2024 Notes on or after July 1, 2024 (the date that is two months prior to their maturity date) or the 2027 Notes on or after June 1, 2027 (the date that is three months prior to their
maturity date), the Company will pay a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest thereon to but excluding the date of redemption.
If the previously announced acquisition (Lightower Acquisition) by the Company of all of the outstanding equity interests in LTS Group Holdings
LLC (Lightower) is not consummated on or prior to June 29, 2018 or if the Agreement and Plan of Merger dated July 18, 2017, among the Company, Lightower and the other parties thereto, is terminated any time prior to such date other than
as a result of consummating the Lightower Acquisition, then the Company will be required to redeem each series of the outstanding Notes 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 date of redemption.
The above description of the Indenture does not purport to be a complete statement of the
parties rights and obligations under the Indenture and is qualified in its entirety by reference to the terms of the Indenture. The Company is filing the Ninth Supplemental Indenture as Exhibit 4.1 to this Current Report on Form 8-K,
which exhibit is incorporated herein by reference.
ITEM 1.02.
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TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
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On July 18, 2017, the Company entered into a
commitment letter (Commitment Letter) with Morgan Stanley Senior Funding, Inc., Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (such financial institutions being referred to collectively as the
Commitment Parties), pursuant to which the Commitment Parties committed to provide up to $7.1 billion in senior unsecured bridge loans to ensure financing for the Lightower Acquisition and to pay related fees and expenses. Following
receipt of the proceeds from the previously announced offerings of 41,150,000 shares of the Companys common stock at $96 per share and 1,650,000 shares of the Companys Mandatory Convertible Preferred Stock, Series A, at $1,000 per share
and the Debt Offering, the Company determined that it had adequate cash resources and undrawn availability under its revolving credit facility to fund the cash consideration payable in connection with the Lightower Acquisition and, on August 1,
2017, terminated the Commitment Letter and the commitments thereunder. In addition, the Companys previously announced commitment letter in respect of a backstop senior unsecured credit facility terminated in accordance with its
terms on July 26, 2017. Some of the Commitment Parties (and their respective subsidiaries or affiliates) have in the past provided, and may in the future provide, investment banking, underwriting, lending, commercial banking, trust and other
advisory services to the Company and its subsidiaries for which they have received and may in the future receive compensation.