8-KMaterial AgreementsFinancial EventsExhibits & Filings

CROWN CASTLE INC. 8-K Report, Material Agreement (Oct 16, 2012)

Filed October 16, 2012For Securities:CCI

Summary

Crown Castle International Corp. (CCI) has filed an 8-K report detailing the successful closing of a $1.65 billion offering of 5.25% Senior Notes due 2023. These notes are general obligations of the company and rank equally with existing and future senior debt, though they are effectively subordinated to liabilities of subsidiaries. The issuance was conducted under Rule 144A and Regulation S, targeting qualified institutional buyers and investors outside the United States. This significant debt financing provides the company with capital and matures in January 2023. The indenture includes covenants that restrict the company and its subsidiaries from making certain restricted payments, incurring additional indebtedness, or engaging in specific transactions without meeting certain qualifications. The notes also include a change of control provision, allowing holders to require repurchase at 101% of principal plus accrued interest in such an event. Investors should note the company's ability to redeem the notes early under specific conditions, including a make-whole premium or redemption with proceeds from equity offerings.

Key Highlights

  • 1Successfully closed a $1.65 billion offering of 5.25% Senior Notes due 2023.
  • 2Notes are general obligations, ranking equally with existing and future senior debt.
  • 3Notes are effectively subordinated to all liabilities of subsidiaries.
  • 4Maturity date for the notes is January 15, 2023.
  • 5Indenture includes restrictive covenants on restricted payments, additional indebtedness, asset sales, and other activities.
  • 6Includes a change of control provision requiring repurchase at 101% of principal plus accrued interest.
  • 7Company has the option to redeem notes early with a make-whole premium or using proceeds from equity offerings.

Frequently Asked Questions

This 8-K filing announces the closing of Crown Castle International Corp.'s offering of $1.65 billion in aggregate principal amount of 5.25% Senior Notes due 2023. It also provides details about the terms of these notes as outlined in the Indenture and the associated Registration Rights Agreement.

The notes bear an annual interest rate of 5.25%, payable semi-annually, and mature on January 15, 2023. They are general obligations of the company and rank equally with other senior debt but are effectively subordinated to the liabilities of Crown Castle's subsidiaries. The indenture includes various restrictions on the company's financial activities and protections for noteholders, such as a change of control provision.

Yes, the Indenture includes a provision for a 'Change of Control.' If a change of control event occurs, noteholders have the right to require the company to repurchase their notes at a price of 101% of the principal amount, plus any accrued and unpaid interest.

Yes, the company has the option to redeem the notes in whole or in part at any time. This redemption would typically involve paying 100% of the principal amount, plus accrued interest and a 'make-whole' premium. Additionally, before January 15, 2016, the company may redeem up to 35% of the notes using proceeds from certain equity offerings.