8-KMaterial AgreementsFinancial EventsExhibits & Filings

CROWN CASTLE INC. 8-K Report, Material Agreement (Jul 16, 2018)

Filed July 16, 2018For Securities:CCI

Summary

On July 11, 2018, Crown Castle Towers LLC, an indirect subsidiary of Crown Castle Inc. (CCI), issued a total of $1.0527 billion in Senior Secured Tower Revenue Notes under an existing indenture. This issuance includes $1 billion in "Offered Notes" (Series 2018-1 and Series 2018-2) and $52.7 million in "Series R Notes." These new notes are secured by cash flows from Crown Castle's tower sites and related leases, with specific portions of the assets pledged as collateral. The issuance was conducted in compliance with risk retention rules, with a majority-owned affiliate purchasing the Series R Notes to retain an eligible horizontal residual interest. The primary purpose of this debt issuance was to refinance existing debt, specifically repaying the Series 2010-6 notes and associated fees. The structure of these notes is complex, with different classes and series having varying interest rates, maturity dates, and repayment structures, including anticipated repayment dates and potential amortization triggers. The notes are guaranteed by CC Towers Guarantor LLC, an indirect wholly owned subsidiary, which holds equity in the issuer entity. Notably, certain tower sites held by subsidiaries like Crown Atlantic and Crown GT are not directly pledged as collateral due to existing agreements with Verizon Communications Inc., although their distributions will service the notes.

Key Highlights

  • 1Crown Castle issued $1.0527 billion in new Senior Secured Tower Revenue Notes on July 11, 2018.
  • 2The issuance comprises $1 billion in Offered Notes (Series 2018-1 and 2018-2) and $52.7 million in Series R Notes.
  • 3The notes are secured by cash flows and assets from Crown Castle's tower site operations.
  • 4The primary use of proceeds was to repay outstanding Series 2010-6 notes.
  • 5A majority-owned affiliate purchased the Series R Notes to comply with risk retention regulations.
  • 6Certain tower sites held by Crown Atlantic and Crown GT are not directly pledged due to Verizon agreements, though their distributions will service the notes.
  • 7The notes have varying interest rates, maturity dates, and repayment profiles, including different Anticipated Repayment Dates.

Frequently Asked Questions

Crown Castle Towers LLC issued a total of $1,052,700,000 in new Senior Secured Tower Revenue Notes, comprising $1,000,000,000 in 'Offered Notes' and $52,700,000 in 'Series R Notes'.

The net proceeds from the issuance of the Offered Notes were used to fully repay all outstanding Senior Secured Tower Revenue Notes, Series 2010-6, Class, along with associated fees and expenses.

No, while the notes are secured by cash flows from tower sites, approximately 4,757 tower sites held by Crown Atlantic and Crown GT are not directly pledged as collateral. This is due to existing agreements with Verizon Communications Inc. that generally prevent these subsidiaries from issuing debt or granting liens without Verizon's approval. However, distributions from these entities to the issuers will still be used to service the notes.

The Series R Notes, totaling $52.7 million, were purchased by a majority-owned affiliate of Crown Castle International Corp. to satisfy the 'eligible horizontal residual interest' requirement under Regulation RR risk retention rules. These notes are subordinated to the 'Offered Notes' and have specific restrictions regarding prepayment.