8-KMaterial AgreementsFinancial EventsExhibits & Filings

CROWN CASTLE INC. 8-K Report, Material Agreement (Aug 26, 2010)

Filed August 26, 2010For Securities:CCI

Summary

This Form 8-K filing by Crown Castle International Corp. (CCI) on August 26, 2010, announces a significant debt issuance. Crown Castle Towers LLC, a subsidiary, issued $1.55 billion in Senior Secured Tower Revenue Notes across three new series (2010-4, 2010-5, and 2010-6) under an existing indenture. These notes are secured by revenue generated from approximately 11,744 tower sites held by the issuers and are guaranteed by CC Towers Guarantor LLC. The primary purpose of this issuance was to repay existing Series 2006-1 Notes, along with associated fees and premiums. Investors should note that these notes are obligations solely of the special purpose entities (Issuers) and are not guaranteed by the parent company, Crown Castle International Corp., or most of its affiliates, with the exception of the Guarantor. The repayment of the notes is exclusively tied to the cash flows from the tower sites. The filing also details covenants, including a debt service coverage ratio requirement for issuing additional debt and triggers for amortization periods and cash trap conditions, which are important considerations for assessing the financial health and risk profile associated with these notes.

Key Highlights

  • 1Crown Castle subsidiary issued $1.55 billion in Senior Secured Tower Revenue Notes.
  • 2The issuance consisted of three new series: Series 2010-4 ($250M at 3.214%), Series 2010-5 ($300M at 4.174%), and Series 2010-6 ($1B at 4.883%).
  • 3The proceeds were used to fully repay the outstanding Series 2006-1 Notes.
  • 4The notes are secured by revenue generated from approximately 11,744 tower sites.
  • 5The notes are obligations solely of the special purpose issuing entities and not guaranteed by the parent company, Crown Castle International Corp.
  • 6Debt service coverage ratio requirements (2.00x for new debt, 1.45x trigger for amortization, 1.75x for cash trap) are outlined in the indenture.
  • 7Maturity dates for the new notes range from August 2035 to August 2040.

Frequently Asked Questions

The primary purpose of this filing is to report Crown Castle's entry into a material definitive agreement regarding the issuance of $1.55 billion in Senior Secured Tower Revenue Notes by its subsidiary, Crown Castle Towers LLC. It also serves to notify the SEC about the creation of a direct financial obligation.

The new notes are solely the obligations of the special purpose issuing entities (Crown Castle Towers LLC and certain of its direct subsidiaries). They are not guaranteed by Crown Castle International Corp. or any affiliates other than the Guarantor, CC Towers Guarantor LLC. Repayment relies solely on cash flows generated from the tower sites owned by the issuers.

The net proceeds from the issuance of these new notes were used to repay in full the Series 2006-1 Notes, including associated prepayment premiums, fees, and expenses.

The notes are secured by a first priority security interest in all of the issuers' assignable personal property, the space licenses on the tower sites, and the revenues generated from these licenses. Equity interests in the issuing entities are also pledged.