8-KMaterial AgreementsShareholder MattersCorporate Changes+1

CROWN CASTLE INC. 8-K Report, Material Agreement (Oct 28, 2013)

Filed October 28, 2013For Securities:CCI

Summary

Crown Castle International Corp. (CCI) filed an 8-K on October 28, 2013, primarily detailing material definitive agreements and modifications to security holder rights. The company entered into underwriting agreements on October 22, 2013, to issue and sell a significant amount of common stock (41,400,000 shares) and mandatory convertible preferred stock (9,775,000 shares). These offerings were conducted under the company's shelf registration statement and involved major underwriters like Morgan Stanley, Merrill Lynch, and J.P. Morgan. The filing also announces the effectiveness, on October 28, 2013, of the Certificate of Designations for its 4.50% Mandatory Convertible Preferred Stock, Series A. This document formally establishes the terms, preferences, and limitations of this new preferred stock. Notably, it outlines restrictions on common stock dividends and distributions while the preferred stock is outstanding, and details the liquidation preference for preferred shareholders. The company also filed Certificates of Elimination to remove provisions for previously authorized but unissued series of preferred stock, indicating a restructuring of its capital. These actions collectively signal a significant capital raise and a strategic adjustment to Crown Castle's capital structure.

Key Highlights

  • 1Crown Castle International Corp. entered into an underwriting agreement to sell 41,400,000 shares of its common stock in a registered public offering.
  • 2Concurrently, the company agreed to issue and sell 9,775,000 shares of its 4.50% Mandatory Convertible Preferred Stock, Series A.
  • 3These offerings were executed on October 22, 2013, with major underwriters including Morgan Stanley, Merrill Lynch, and J.P. Morgan.
  • 4A Certificate of Designations for the 4.50% Mandatory Convertible Preferred Stock, Series A, became effective on October 28, 2013, outlining its rights and preferences.
  • 5The Certificate of Designations imposes restrictions on common stock dividends and distributions until preferred stock dividends are paid.
  • 6Holders of the Mandatory Convertible Preferred Stock have a liquidation preference of $100.00 per share plus accumulated unpaid dividends.
  • 7Crown Castle filed Certificates of Elimination to remove provisions for two previous series of preferred stock, simplifying its capital structure.

Frequently Asked Questions

This 8-K filing reports on two material definitive agreements: the underwriting agreements for the issuance and sale of common stock and mandatory convertible preferred stock. It also announces the modification to the rights of security holders through the filing of a Certificate of Designations for the new preferred stock and the elimination of previous preferred stock series.

While the 8-K filing doesn't specify the exact offering prices or total capital raised, it details the number of shares offered: 41,400,000 shares of common stock and 9,775,000 shares of 4.50% Mandatory Convertible Preferred Stock, Series A. These are substantial amounts, indicating a significant capital infusion.

This preferred stock carries a 4.50% dividend rate and has a liquidation preference of $100.00 per share plus accumulated dividends. Crucially, its terms restrict the payment of common stock dividends and distributions while the preferred stock remains outstanding, prioritizing preferred shareholders' rights and returns.

The company filed Certificates of Elimination to remove the provisions related to two prior series of preferred stock (6.25% Cumulative Convertible Preferred Stock and Series A Participating Cumulative Preferred Stock) from its Certificate of Incorporation. This action was taken because no shares of these series were outstanding and it streamlines the company's capital structure by removing outdated or unused provisions.