8-KLeadership ChangesMaterial AgreementsRegulation FD+1

CROWN CASTLE INC. 8-K Report, Material Agreement (Jan 23, 2007)

Filed January 23, 2007For Securities:CCI

Summary

Crown Castle International Corp. (CCI) has entered into a material definitive agreement to repurchase a significant number of its own shares. On January 19, 2007, the company agreed to purchase approximately 17.7 million shares of its common stock from certain investment funds affiliated with Fortress Investment Group, Greenhill Capital Partners, and Abrams Capital for a total consideration of $600 million. This transaction is structured as a stock purchase and is priced at a slight discount to the company's recent trading average, reflecting a strategic move to consolidate ownership and potentially offset obligations related to a prior merger. The acquisition of these shares is contingent upon Crown Castle Operating Company securing at least $600 million in gross cash proceeds from a new term loan, which is intended to fund the purchase. This event also coincides with the addition of David C. Abrams to Crown Castle's Board of Directors, representing Abrams Capital, further integrating key stakeholders into the company's governance. Investors should monitor the closing of this transaction and the associated financing to assess its impact on the company's capital structure and future financial outlook.

Key Highlights

  • 1Crown Castle to acquire 17,713,819 shares of its own common stock.
  • 2Total purchase price for the stock buyback is $600 million.
  • 3The purchase price per share is approximately $33.87, a 1% discount to the five-day average closing price as of January 18, 2007.
  • 4This stock purchase is in lieu of a required marketed secondary offering by the stockholders.
  • 5The transaction is subject to Crown Castle Operating Company obtaining at least $600 million in gross cash proceeds from a new term loan.
  • 6David C. Abrams, representing Abrams Capital, has joined the Board of Directors as a Class III director.
  • 7The company also updated its outlook for the full year 2007, details of which were released in a press release on January 19, 2007.

Frequently Asked Questions

This Form 8-K announces Crown Castle International Corp.'s entry into a material definitive agreement to purchase approximately 17.7 million shares of its own common stock from major stockholders, funded by a new term loan. It also discloses the appointment of a new director and provides an update on the company's 2007 outlook.

The shares are being sold by certain investment funds affiliated with Fortress Investment Group LLC, Greenhill Capital Partners, LLC, and Abrams Capital, LLC.

Crown Castle intends to fund the $600 million stock purchase with proceeds from a new term loan that its wholly owned subsidiary, Crown Castle Operating Company, is expected to obtain. The closing of the stock purchase is contingent on receiving at least $600 million in gross cash proceeds from this new term loan.

David C. Abrams, representing Abrams Capital, one of the selling stockholder groups, has been appointed to the Board of Directors. This appointment reflects the integration of key stakeholders following the company's prior merger and provides a direct link between major shareholders and the company's governance.