8-KMaterial AgreementsOther EventsExhibits & Filings

CROWN CASTLE INC. 8-K Report, Material Agreement (Oct 11, 2006)

Filed October 11, 2006For Securities:CCI

Summary

Crown Castle International Corp. (CCI) announced on October 11, 2006, through an 8-K filing, a significant definitive agreement to merge with Global Signal Inc. This strategic transaction will be structured as a merger where Global Signal will merge into CCI's wholly owned subsidiary, CCGS Holdings LLC, with CCGS Holdings continuing as the surviving entity. This move is poised to expand Crown Castle's operational footprint and market presence in the telecommunications infrastructure sector. The merger offers Global Signal stockholders a choice between receiving 1.61 shares of Crown Castle common stock or $55.95 in cash for each share of Global Signal common stock they hold, subject to a total cash consideration cap of $550 million, which may lead to proration. The transaction is subject to customary closing conditions, including the approval of both companies' stockholders and regulatory approvals, as well as the effectiveness of a Form S-4 registration statement. The agreement also includes provisions for termination fees under specific circumstances.

Key Highlights

  • 1Crown Castle International Corp. (CCI) entered into a Merger Agreement to acquire Global Signal Inc.
  • 2Global Signal Inc. will merge with CCI subsidiary CCGS Holdings LLC.
  • 3Global Signal stockholders can elect to receive either 1.61 shares of CCI common stock or $55.95 in cash per share.
  • 4The total cash consideration is capped at $550 million, with potential proration if elections exceed this cap.
  • 5The transaction requires approval from both Crown Castle and Global Signal stockholders.
  • 6Key Global Signal stockholders (Fortress, Greenhill, Abrams) have entered into support agreements to vote in favor of the merger.
  • 7The agreement includes provisions for Global Signal stockholders to receive board representation and registration rights for acquired CCI shares.

Frequently Asked Questions

This 8-K filing announces the execution of a material definitive agreement, specifically an Agreement and Plan of Merger, between Crown Castle International Corp. and Global Signal Inc., detailing the terms and conditions of their proposed merger.

Global Signal stockholders have the option to receive either 1.61 shares of Crown Castle common stock or $55.95 in cash for each share of Global Signal common stock they own. However, the total cash payout is capped at $550 million, and if the cash election exceeds this limit, it will be prorated among the tendering stockholders.

The merger is subject to several closing conditions, including the approval of the merger agreement by Global Signal's stockholders, the approval of the stock issuance by Crown Castle's stockholders, the effectiveness of a Form S-4 registration statement filed by Crown Castle, and the receipt of necessary regulatory approvals.

Yes, major Global Signal stockholders (affiliated with Fortress, Greenhill, and Abrams) have entered into support agreements to vote in favor of the merger. Furthermore, upon closing, Crown Castle has agreed to expand its Board of Directors and appoint representatives from these groups, and these stockholders will receive registration rights for their acquired Crown Castle shares.