8-KMaterial AgreementsRegulation FDExhibits & Filings

CROWN CASTLE INC. 8-K Report, Material Agreement (May 20, 2015)

Filed May 20, 2015For Securities:CCI

Summary

Crown Castle International Corp. (CCI) announced on May 14, 2015, its entry into a definitive agreement to sell its Australian subsidiary, Crown Castle Australia Holdings Pty Ltd (CCAH), to Turri Finance Pty Ltd and Turri Bidco Pty Ltd, a consortium of investors led by Macquarie Infrastructure and Real Assets. This transaction is a significant strategic move, signaling a potential divestment from international operations to focus on core markets. The sale is for an aggregate purchase price of approximately A$2.0 billion (US$1.6 billion). Crown Castle expects to receive net proceeds of approximately US$1.3 billion after accounting for its ownership stake, intercompany debt, and transaction costs. The company anticipates using a portion of these proceeds to potentially offset its gain on the sale and expects to designate a significant portion of its 2015 dividend distributions as capital gain dividends for its stockholders, which could be tax-advantageous.

Key Highlights

  • 1Sale of Australian subsidiary (CCAH) for approximately A$2.0 billion (US$1.6 billion).
  • 2Expected net proceeds to Crown Castle of approximately US$1.3 billion.
  • 3Buyer is a consortium led by Macquarie Infrastructure and Real Assets.
  • 4Transaction is subject to customary closing conditions and expected to close in Q2 2015.
  • 5Crown Castle anticipates designating a significant portion of 2015 dividends as capital gain dividends.
  • 6Company expects to utilize net operating losses to offset gain on sale.
  • 7This divestiture may indicate a strategic shift to focus on core domestic operations.

Frequently Asked Questions

Crown Castle is selling its Australian subsidiary, Crown Castle Australia Holdings Pty Ltd (CCAH), which represents its operations in Australia.

Crown Castle expects to receive approximately US$1.3 billion in net proceeds after accounting for its ownership, intercompany debt, and transaction expenses. The company also plans to leverage its net operating losses to offset the gain from the sale and may classify a significant portion of its 2015 dividends as capital gains.

The buyer is Turri Finance Pty Ltd and Turri Bidco Pty Ltd, which are entities controlled by a consortium of investors led by Macquarie Infrastructure and Real Assets.

The closing of the transaction is subject to customary conditions and is anticipated to occur during the second quarter of 2015.