ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
As previously disclosed, on July 18, 2017, Crown Castle International Corp. (the Company or Crown Castle) entered
into an Agreement and Plan of Merger (the Merger Agreement) with LTS Group Holdings LLC (Lightower), Berkshire Fund
VII-A
(LTS) Acquisition Partners, Berkshire Fund
VIII-A
(LTS) Acquisition Partners, LTS Berkshire Fund
VII-A
Blocker Corporation, LTS Berkshire Fund
VIII-A
Blocker Corporation, LTS
Co-Invest
Blocker LLC, LTS
Co-Invest
Blocker II LLC, LTS Rollover Blocker LLC, LTS BF
VII-A
Blocker Merger Sub, Inc., LTS BF
VIII-A
Blocker Merger Sub, Inc., LTS
Co-Invest
Blocker Merger Sub, Inc., LTS
Co-Invest
Blocker II Merger Sub, Inc., LTS Rollover
Blocker Merger Sub, Inc., LTS Group Holdings Merger Sub, Inc. and BSR LLC, as equityholders representative, pursuant to which the Company agreed to acquire all of the outstanding equity interests in Lightower in a series of related
transactions (the Acquisition).
On November 1, 2017, the Company completed the Acquisition, and Lightower became an
indirect wholly owned subsidiary of the Company. The Company paid a purchase price of approximately $7.1 billion in cash, subject to certain limited post-closing adjustments.
The consideration paid by the Company for the Acquisition was financed using (1) cash on hand, including proceeds from (a) the
Companys public offerings of 40,150,000 shares of common stock and 1,650,000 shares of the Companys 6.875% Mandatory Convertible Preferred Stock, Series A, each of which were issued on July 26, 2017, (b) the Companys public
offering of $750 million aggregate principal amount of 3.200% senior unsecured notes due 2024 and $1.0 billion aggregate principal amount of 3.650% senior unsecured notes due 2027, each of which were issued on August 1, 2017, and
(2) borrowings under the Companys revolving credit facility.
The foregoing description of the Acquisition does not purport to
be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form
8-K
filed by the Company with the Securities and
Exchange Commission (SEC) on July 19, 2017 (Signing Form
8-K)
and incorporated herein by reference. Item 1.01 of the Signing Form
8-K
is
incorporated herein by reference, to the extent not inconsistent with or superseded by subsequent public filings or the description contained herein.
The representations and warranties and the covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger
Agreement for the purpose of allocating contractual risk between those parties and do not establish such matters as facts. Investors should not rely on the representations and warranties and the covenants as characterizations of the actual state of
facts or condition of the Company, Lightower or any of their respective subsidiaries or affiliates.