PROSPECTUS SUPPLEMENT
(To Prospectus dated March 26, 2018)
$2,500,000,000
Crown Castle International Corp.
$500,000,000 1.350% Senior Notes due 2025
$1,100,000,000 2.250% Senior Notes due 2031
$900,000,000 3.250% Senior Notes due 2051
We are offering
$500,000,000 aggregate principal amount of 1.350% Senior Notes due 2025 (2025 notes), $1,100,000,000 aggregate principal amount of 2.250% Senior Notes due 2031 (2031 notes) and $900,000,000 aggregate principal amount of
3.250% Senior Notes due 2051 (2051 notes and, together with the 2025 notes and the 2031 notes, notes). The 2025 notes will bear interest at a rate of 1.350% per year, the 2031 notes will bear interest at a rate of 2.250% per
year and the 2051 notes will bear interest at a rate of 3.250% per year, each payable on January 15 and July 15 of each year, beginning on January 15, 2021. The 2025 notes will mature on July 15, 2025, the 2031 notes will mature
on January 15, 2031 and the 2051 notes will mature on January 15, 2051.
We intend to use the net proceeds from this offering,
together with available cash, to redeem or repurchase all of our outstanding 3.400% Senior Notes due 2021, 2.250% Senior Notes due 2021 and 4.875% Senior Notes due 2022, and to pay fees and expenses related to the foregoing. See Use of
Proceeds.
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
at the specified redemption price for such series described under Description of NotesOptional Redemption. If we experience specific kinds of changes in control, we must offer to repurchase the notes. See Description of
NotesRepurchase of Notes upon a Change of Control Triggering Event.
The notes will be senior unsecured obligations of Crown
Castle International Corp. (CCIC) and will rank equally with all of CCICs existing and future senior indebtedness, including CCICs obligations under the Credit Facility (as defined in Capitalization), the CP
Program (as defined in Capitalization) 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. The notes will be structurally subordinated to all existing and future liabilities and obligations of our subsidiaries. Our subsidiaries will not be guarantors of the notes.
For a more detailed description of the notes, see Description of Notes, beginning on page
S-16 of this prospectus supplement.
We do not intend to apply for listing of the notes on any
securities exchange or for inclusion of the notes in any automated quotation system.
Investing in the notes involves risks. See
Risk Factors beginning on page S-6 of this prospectus supplement, page 3 of the accompanying prospectus, page 10 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and page 32 of our Quarterly Report on Form 10-Q for the period ended March 31, 2020, as updated by reports and
documents we file with the Securities and Exchange Commission that are incorporated by reference herein.
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Per
2025
note
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Total
2025
notes
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Per
2031
note
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Total
2031
notes
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Per
2051
note
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Total
2051
notes
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Price to public(1)
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99.736
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%
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$
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498,680,000
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99.830
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%
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$
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1,098,130,000
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99.786
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%
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$
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898,074,000
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Underwriting discounts
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0.600
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%
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$
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3,000,000
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0.650
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%
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$
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7,150,000
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0.875
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%
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$
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7,875,000
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Proceeds to Crown Castle International Corp. (before expenses)(1)
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99.136
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%
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$
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495,680,000
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99.180
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%
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$
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1,090,980,000
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98.911
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%
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$
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890,199,000
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(1)
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Plus accrued interest, if any, from June 15, 2020.
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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 supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form 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 on or about June 15, 2020.
Joint
Book-Running Managers
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J.P. Morgan
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Mizuho Securities
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SOCIETE GENERALE
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SMBC Nikko
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TD Securities
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Barclays
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BNP PARIBAS
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BofA Securities
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Citigroup
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COMMERZBANK
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Credit Agricole CIB
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Deutsche Bank Securities
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Fifth Third Securities
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Morgan Stanley
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MUFG
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PNC Capital Markets LLC
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RBC Capital Markets
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Scotiabank
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SunTrust Robinson Humphrey
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Co-Managers
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Citizens Capital Markets
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US Bancorp
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Wells Fargo Securities
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Prospectus Supplement dated June 4, 2020