8-KRegulation FDExhibits & Filings

CROWN CASTLE INC. 8-K Report, Regulation FD Disclosure (May 15, 2006)

Filed May 15, 2006For Securities:CCI

Summary

Crown Castle International Corp. (CCI) is filing this Form 8-K to disclose an event related to its significant investment in FiberTower Corporation. On May 15, 2006, FiberTower announced a definitive merger agreement with First Avenue Networks Inc. in an all-stock transaction valued at approximately $1.5 billion. CCI's subsidiary is the largest shareholder in FiberTower, holding a 33.8% equity interest on a fully diluted basis prior to the merger. Following the anticipated completion of the FiberTower/First Avenue merger, expected by the end of Q3 2006, CCI's subsidiary is projected to hold an approximately 17% equity interest in the combined entity. This filing primarily serves to furnish the press release announcing this strategic combination, which will impact CCI's proportionate ownership in a significant telecommunications infrastructure player.

Key Highlights

  • 1Crown Castle International Corp. (CCI) is disclosing information regarding FiberTower Corporation, in which it holds a substantial ownership stake.
  • 2FiberTower Corporation and First Avenue Networks Inc. have entered into a definitive merger agreement.
  • 3The merger is an all-stock transaction valued at approximately $1.5 billion.
  • 4CCI's subsidiary is the largest shareholder of FiberTower, holding a 33.8% equity interest on a fully diluted basis before the merger.
  • 5Post-merger, CCI's subsidiary is expected to hold an approximately 17% equity interest in the combined FiberTower/First Avenue entity.
  • 6The merger is anticipated to close by the end of the third quarter of 2006.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose an event impacting Crown Castle's investment in FiberTower Corporation. Specifically, it announces the merger agreement between FiberTower and First Avenue Networks Inc., and highlights the resulting change in Crown Castle's expected ownership percentage in the combined company.

Crown Castle International Corp.'s subsidiary is the largest shareholder in FiberTower Corporation, holding a 33.8% equity interest on a fully diluted basis prior to the announced merger.

After the FiberTower and First Avenue merger is completed, Crown Castle's subsidiary, which is a significant shareholder in FiberTower, is expected to hold an approximately 17% equity interest in the combined company.

The merger between FiberTower and First Avenue Networks Inc. is expected to close by the end of the third quarter of 2006.