8-KMaterial AgreementsExhibits & Filings

CROWN CASTLE INC. 8-K Report, Material Agreement (Oct 2, 2012)

Filed October 2, 2012For Securities:CCI

Summary

Crown Castle Inc. (CCI) has entered into a definitive material agreement with T-Mobile USA, Inc. and its subsidiaries to acquire, lease, and operate up to 7,180 wireless communication sites. The total transaction value is approximately $2.4 billion, subject to adjustments based on the final number of sites. This agreement represents a significant expansion for Crown Castle, as it will gain exclusive rights to manage and operate these T-Mobile sites. The deal structure involves a combination of leases, subleases, and outright purchases, with Crown Castle establishing new subsidiaries to manage these assets. The transaction is subject to customary closing conditions, including regulatory approvals, and specific conditions related to the number of sites and consents for certain existing agreements, particularly concerning sites in California and Nevada.

Key Highlights

  • 1Crown Castle is acquiring exclusive rights to lease, operate, or acquire up to 7,180 T-Mobile wireless communication sites.
  • 2The total transaction consideration is approximately $2.4 billion in cash, with potential adjustments.
  • 3The agreement includes a mix of MPL (Master Prepaid Lease) sites and Sale Sites, with Crown Castle forming dedicated subsidiaries for operations.
  • 4Crown Castle has the option to purchase MPL sites between 2035 and 2049, with aggregate option payments up to $1.994 billion.
  • 5Specific closing conditions are in place, including minimum percentages of sites not subject to exceptions (e.g., third-party consents) and a crucial consent requirement for California/Nevada sites.
  • 6The deal involves comprehensive indemnification provisions between Crown Castle and T-Mobile entities.
  • 7T-Mobile will continue to be a primary tenant through Master Lease Agreements, paying initial collocation rent of $1,905 or $1,850 per month per site, guaranteed by T-Mobile.

Frequently Asked Questions

The primary purpose of this agreement is for Crown Castle to acquire the rights to lease, operate, and purchase a significant portfolio of T-Mobile's wireless communication sites, which will expand Crown Castle's network infrastructure.

Crown Castle is committing approximately $2.4 billion in cash for the transaction. This acquisition is expected to significantly increase Crown Castle's asset base and future revenue streams from collocations on these acquired sites.

The transaction is subject to several conditions, including obtaining necessary third-party consents (authorizations) for a certain percentage of sites, satisfaction of minimum TCF (tower cash flow) thresholds for sites not subject to exceptions, and a specific consent requirement for California/Nevada sites. Failure to meet these conditions or obtain necessary consents could impact the transaction's scope or completion.

T-Mobile will remain a key tenant on these sites through Master Lease Agreements. They will lease collocation space back from Crown Castle's subsidiaries, paying monthly rent for each site, which is guaranteed by T-Mobile.