CCI Crown Castle Inc

On June 15, 2020, Crown Castle International Corp. (“Company”) closed its previously announced public offering (“Debt Offering”) of $500 million aggregate principal amount of the Company’s 1.350% Senior Notes due 2025 (“2025 Notes”), $1.100 billion aggregate principal amount of the Company’s 2.250% Senior Notes due 2031 (“2031 Notes”) and $900 million aggregate principal amount of the Company’s 3.250% Senior Notes due 2051 (“2051 Notes,” together with the 2025 Notes and 2031 Notes, “Notes”). The Notes were issued pursuant to an indenture dated as of February 11, 2019 (“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 fourth supplemental indenture dated as of June 15, 2020 (“Fourth Supplemental Indenture” and, together with the Base Indenture, “Indenture”), between the Company and the Trustee. The Company intends to use the net proceeds from the Debt Offering, together with available cash, to redeem or repurchase all of its outstanding 3.400% Senior Notes due 2021, 2.250% Senior Notes due 2021 and 4.875% Senior Notes due 2022. The redemption of the 3.400% Senior Notes due 2021, 2.250% Senior Notes due 2021 and 4.875% Senior Notes due 2022 is scheduled to occur on July 6, 2020 pursuant to a previously delivered redemption notice, which notice became unconditional upon the closing of the Debt Offering.

The Notes are senior unsecured obligations of the Company, which rank equally with all existing and future senior indebtedness of the Company, including the Company’s obligations under its senior unsecured credit facility, its commercial paper program and its existing bonds, and senior to all future subordinated indebtedness of the Company. The Notes will effectively rank junior to all of the Company’s 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 Company’s subsidiaries. The 2025 Notes will bear interest at a rate of 1.350% per annum, the 2031 Notes will bear interest at a rate of 2.250% per annum and the 2051 Notes will bear interest at a rate of 3.250% per annum, with interest on the Notes payable semi-annually on January 15 and July 15, to persons who are registered holders of the Notes on the immediately preceding January 1 and July 1, beginning on January 15, 2021.

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 of a series will have the right to require the Company to repurchase all or any part of the Notes of such series 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 2025 Notes will mature on July 15, 2025. The 2031 Notes will mature on January 15, 2031. The 2051 Notes will mature on January 15, 2051. 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 2025 Notes prior to June 15, 2025 (the date that is one month prior to their maturity date), the 2031 Notes prior to October 15, 2030 (the date that is three months prior to their maturity date) or the 2051 Notes prior to July 15, 2050 (the date that is six months prior to their maturity date) (each, a “Par Call Date”), the Company will pay a redemption price in respect of the Notes to be redeemed equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to but excluding the redemption date:

If the Company elects to redeem the Notes of any series on or after the applicable Par Call 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 redemption date.

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 Base Indenture, a copy of which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 11, 2019, and the Fourth Supplemental Indenture, a copy of which the Company is filing as Exhibit 4.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.