Crown Castle Announces Pricing of Public Offerings of Common Stock and Mandatory Convertible Preferred Stock
July 21 2017 - 6:30AM
Crown Castle International Corp. (NYSE:CCI) ("Crown Castle")
announced today that it has priced its concurrent offerings of
36,500,000 shares of its common stock at $96.00 per share and
1,500,000 shares of its 6.875% Mandatory Convertible Preferred
Stock, Series A, at $1,000.00 per share. In addition, the
underwriters in each respective offering have been granted an
option to purchase up to an additional 3,650,000 shares of common
stock and up to an additional 150,000 shares of Mandatory
Convertible Preferred Stock. These offerings are being made by
means of separate prospectus supplements and are not contingent on
each other or upon the consummation of the recently announced
transaction between LTS Group Holdings LLC and Crown Castle
(“Lightower Transaction”). The offerings are expected to close on
July 26, 2017, subject to customary closing conditions.
Unless converted earlier, each share of
Mandatory Convertible Preferred Stock will convert automatically on
August 1, 2020, into between 8.6806 and 10.4167 shares of Crown
Castle common stock, subject to customary anti-dilution
adjustments. The number of shares of common stock issuable upon
conversion will be determined based on the volume-weighted average
price per share of Crown Castle common stock over the 20
consecutive trading day averaging period commencing on and
including the 22nd scheduled trading day immediately preceding the
mandatory conversion date.
Dividends on the shares of Mandatory Convertible
Preferred Stock will be payable on a cumulative basis when, as and
if declared by Crown Castle’s board of directors, at an annual rate
of 6.875% on the liquidation preference of $1,000.00 per share. The
dividends may be paid in cash, or subject to certain limitations,
in shares of Crown Castle common stock or any combination of cash
and shares of common stock on February 1, May 1, August 1 and
November 1 of each year, commencing on November 1, 2017, and to,
and including, August 1, 2020.
The net proceeds from the common stock offering
and the Mandatory Convertible Preferred Stock offering will be
approximately $3.414 billion and $1.460 billion, respectively, in
each case after the underwriting discount and estimated offering
expenses payable by Crown Castle. Crown Castle expects to use
the net proceeds from these offerings, together with the net
proceeds from additional debt financing, which may include
additional borrowings under its revolving credit facility, to
finance the consideration to be paid in connection with the
Lightower Transaction and to pay related fees and expenses. If for
any reason the Lightower Transaction does not close, then Crown
Castle expects to use the net proceeds from these offerings for
general corporate purposes, which may include, in the Company’s
sole discretion, the redemption of the Mandatory Convertible
Preferred Stock and the repurchase or repayment of
indebtedness.
Morgan Stanley, BofA Merrill Lynch and J.P.
Morgan are acting as joint bookrunners of the offerings and
representatives of the underwriters. Additionally, Barclays and RBC
Capital Markets are acting as joint bookrunners of the
offerings.
These offerings are being made pursuant to an
effective shelf registration statement filed with the Securities
and Exchange Commission (“SEC”). Each offering will be made only by
means of a prospectus supplement relating to such offering and the
accompanying base prospectus, copies of which may be obtained by
contacting the underwriters using the information provided below.
An electronic copy of the preliminary prospectus supplement,
together with the accompanying prospectus, is also available on the
SEC’s website, www.sec.gov.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities
in any state or other jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Cautionary Language Regarding
Forward-Looking Statements This press release
contains forward-looking statements that are based on Crown Castle
management’s current expectations. Such statements include
plans, projections and estimates regarding the offering expenses
and the use of proceeds from the proposed offerings. Such
forward-looking statements are subject to certain risks,
uncertainties and assumptions, including prevailing market
conditions and other factors. Should one or more of these
risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those expected. More information about potential risk
factors that could affect Crown Castle and its results is included
in Crown Castle’s filings with the SEC. The term “including,”
and any variation thereof, means “including, without
limitation.”
UNDERWRITER CONTACT
INFORMATION
Morgan Stanley & Co. LLC180 Varick St, 2nd Floor,New York,
New York 10014Attn: Prospectus DepartmentToll-free: (866)
718-1649
J.P. Morgan Securities LLCc/o Broadridge Financial Solutions1155
Long Island Avenue, Edgewood, NY 11717Attn: Prospectus
DepartmentToll-free: 1-866-803-9204
BofA Merrill LynchNC1-004-03-43200 North College Street, 3rd
floorCharlotte, NC 28255-0001Attn: Prospectus
DepartmentEmail: dg.prospectus_requests@baml.com
Contacts: Dan Schlanger, CFOSon Nguyen, VP & TreasurerCrown
Castle International Corp.713-570-3050
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