8-KLeadership ChangesAcquisitions & DispositionsExhibits & Filings

CROWN CASTLE INC. 8-K Report, Acquisition Completed (Jan 17, 2007)

Filed January 17, 2007For Securities:CCI

Summary

Crown Castle International Corp. (CCI) has officially completed its acquisition of Global Signal Inc. This significant transaction, finalized on January 12, 2007, involved a merger where Global Signal became part of CCI. The acquisition was structured with a mix of cash and stock, with Global Signal shareholders receiving either CCI common stock or cash, subject to certain proration rules and a total cash consideration cap. This move significantly expands CCI's asset base, with Global Signal's existing debt of approximately $1.8 billion also being assumed. In connection with the merger, Crown Castle has expanded its Board of Directors to thirteen members, adding representatives from major investment firms involved in the transaction, including Fortress Investment Group, Greenhill Capital Partners, and Abrams Capital. Furthermore, CCI has implemented an "Integration Restricted Stock Award" program for approximately 155 employees, including senior officers, to incentivize successful integration and align their interests with long-term shareholder value appreciation, contingent on meeting specific stock price performance targets.

Key Highlights

  • 1Completion of the acquisition of Global Signal Inc. by Crown Castle International Corp. on January 12, 2007.
  • 2Global Signal shareholders received a mix of Crown Castle common stock and cash, with a cash consideration cap of $550 million.
  • 3Approximately 98.1 million shares of Crown Castle common stock and $550 million in cash were issued as consideration.
  • 4Global Signal's outstanding debt of approximately $1.8 billion will remain outstanding.
  • 5Crown Castle's Board of Directors has been expanded to thirteen members, with new directors appointed from investment firms associated with the merger.
  • 6New directors include representatives from Fortress Investment Group, Greenhill Capital Partners, and Abrams Capital.
  • 7An "Integration Restricted Stock Award" program has been approved for approximately 155 employees to incentivize successful post-merger integration.
  • 8The Integration RSAs are performance-based, with vesting contingent on Crown Castle's common stock reaching $44.50 per share for 20 consecutive trading days between July 1, 2008, and December 31, 2008.

Frequently Asked Questions

This 8-K filing announces the completion of Crown Castle International Corp.'s acquisition of Global Signal Inc. It details the transaction structure, consideration paid, assumption of debt, changes to the Board of Directors, and new employee incentive programs related to the merger.

Global Signal was acquired through a merger where each share of Global Signal common stock was converted into either 1.61 shares of Crown Castle common stock or $55.95 in cash, subject to proration and a total cash cap of $550 million. The aggregate consideration included approximately 98.1 million shares of Crown Castle stock and $550 million in cash.

The approximately $1.8 billion in outstanding debt of Global Signal will remain outstanding as obligations of the acquired entities. This means Crown Castle is taking on this existing debt as part of the acquisition.

Crown Castle's Board of Directors has expanded to thirteen members. New directors have been appointed who represent investment firms involved in the acquisition, including Wesley R. Edens (Fortress), Robert H. Niehaus (Greenhill), and David C. Abrams (Abrams Capital), all of whom previously held roles at Global Signal or were affiliated with its major investors.

The Integration RSAs are a new incentive program for approximately 155 Crown Castle employees, including senior officers, aimed at retaining key talent and motivating them to ensure the successful integration of Global Signal. The vesting of these awards is contingent on Crown Castle's stock price performance, aligning employee incentives with long-term shareholder value creation.