8-KMaterial AgreementsFinancial EventsExhibits & Filings

CROWN CASTLE INC. 8-K Report, Material Agreement (Jan 20, 2010)

Filed January 20, 2010For Securities:CCI

Summary

Crown Castle International Corp. (CCI) announced a significant financing event through its subsidiary Crown Castle Towers LLC, issuing $1.9 billion in Senior Secured Tower Revenue Notes on January 15, 2010. These notes are structured under an existing indenture and comprise three new series with varying interest rates and maturities, rated A2/A by Moody's and Fitch. The issuance aims to refinance existing debt, specifically the Series 2005-1 Notes, while bolstering the company's capital structure. The new notes are secured by a portfolio of tower sites and associated revenues, held by special purpose entities, and are guaranteed by CC Towers Guarantor LLC. Importantly, the notes are not guaranteed by the parent company, Crown Castle International Corp., nor are they secured by the assets of certain subsidiaries (Crown Atlantic and Crown GT) due to existing agreements with Verizon Communications. The company's ability to distribute cash from these special purpose entities for general corporate purposes is generally unrestricted, provided such investments are in a permitted business.

Key Highlights

  • 1Issuance of $1.9 billion in Senior Secured Tower Revenue Notes by subsidiary Crown Castle Towers LLC.
  • 2The new notes are comprised of three series with aggregate principal amounts of $300 million, $350 million, and $1.25 billion.
  • 3Interest rates for the new notes range from 4.523% to 6.113%, with ratings of A2/A from Moody's/Fitch.
  • 4The proceeds from the issuance will be used to repay the Series 2005-1 Notes, including associated premiums, fees, and expenses.
  • 5The notes are secured by a first priority security interest in tower sites, space licenses, and associated revenues held by special purpose entities.
  • 6Certain subsidiaries, Crown Atlantic and Crown GT, are excluded from directly securing these notes due to pre-existing agreements with Verizon Communications.
  • 7The issuance is part of a larger debt facility under an existing indenture, which allows for additional notes to be issued under certain financial conditions, including a Debt Service Coverage Ratio of at least 2.00x.

Frequently Asked Questions

This Form 8-K filing reports on the entry into a material definitive agreement, specifically the issuance of $1.9 billion in Senior Secured Tower Revenue Notes by Crown Castle Towers LLC. It details the terms of these notes, their security, and how the proceeds will be used.

The notes are issued by Crown Castle Towers LLC and certain of its direct subsidiaries. They are guaranteed by CC Towers Guarantor LLC, an indirect wholly owned subsidiary, and are secured by the assets and cash flows generated from the tower sites held by the issuing entities. The parent company, Crown Castle International Corp., and other affiliates do not guarantee these notes.

The net proceeds from the issuance of these new notes, along with other cash, will be used to fully repay the Series 2005-1 Notes, including any related prepayment premiums, fees, and expenses.

Under the indenture, there are generally no restrictions on Crown Castle International Corp.'s use of cash distributed to it from the issuing entities after debt service, provided such investments are made in a Permitted Business, which includes businesses the company and its subsidiaries currently conduct or related, ancillary, or complementary businesses.