HOUSTON, Nov. 8 /PRNewswire-FirstCall/ -- Crown Castle International Corp.
(NYSE: CCI) (the "Company") announced today that it has commenced a cash
tender offer for any and all of its outstanding 4% Convertible Senior Notes
due 2010 (CUSIP No. 228227AT1) (the "Convertible Notes").
The tender offer is being made upon the terms and conditions in the Offer
to Purchase and related Letter of Transmittal dated November 8, 2004. The
tender offer will expire at midnight, New York City time, on December 7, 2004,
unless extended or terminated (the "Expiration Date"). Tenders of the
Convertible Notes may be withdrawn at any time prior to the Expiration Date.
Under the terms of the tender offer, the purchase price for each $1,000
principal amount of Convertible Notes will be determined pursuant to a
formula, as set forth in the Offer to Purchase, that is based upon the volume-
weighted average price of the Company's common stock, subject to a minimum
price of $750.00 and a maximum price of $1,795.05 per $1,000 principal amount
of Convertible Notes, plus accrued and unpaid interest through, but excluding,
the date of purchase. The closing of the tender offer is conditioned upon the
satisfaction of certain conditions described in the Offer to Purchase.
The Company is making the tender offer in order to reduce its indebtedness
and to reduce the potential dilution of its common stock caused by the
issuance of additional common stock pursuant to the terms of the Convertible
Notes and is financing the tender offer with available cash on hand.
This press release is merely a notification of the tender offer and is
neither an offer to purchase nor a solicitation of an offer to sell the
Convertible Notes. The tender offer is being made only pursuant to the Offer
to Purchase and related Letter of Transmittal dated November 8, 2004.
Holders of Convertible Notes should read the Tender Offer Statement on
Schedule TO, the Offer to Purchase, related Letter of Transmittal and other
tender offer documents filed with the Securities and Exchange Commission (the
"SEC") on November 8, 2004, and any subsequently filed amendments or exhibits
thereto, because they contain important information. The Tender Offer
Statement on Schedule TO, the Offer to Purchase, related Letter of Transmittal
and other tender offer documents filed with the SEC may be obtained free of
charge from the SEC's website at http://www.sec.gov . Holders of Convertible
Notes may also request copies of the Tender Offer Statement on Schedule TO,
the Offer to Purchase, related Letter of Transmittal and other filed tender
offer documents free of charge by contacting MacKenzie Partners, Inc., the
Information Agent, by telephone at (800) 322-2885 (toll-free) or
(212) 929-5500 (collect), or in writing to MacKenzie Partners, Inc.,
105 Madison Avenue, New York, NY 10016, Attention: Steve Balet. Questions
regarding the tender offer may be directed to The Bank of New York, the
Depositary, at (212) 815-5920, or in writing to The Bank of New York,
Corporate Trust Operations, Reorganization Unit, 101 Barclay Street - 7 East,
New York, NY 10286, Attention: Carolle Montreuil.
This press release contains forward-looking statements that are based on
our management's current expectations. Such statements include, but are not
limited to, plans, projections and estimates regarding the terms of the tender
offer relating to the Convertible Notes. Such forward-looking statements are
subject to certain risks, uncertainties and assumptions, including prevailing
market conditions and other factors. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those expected. More information
about potential risk factors which could affect our results is included in our
filings with the SEC.
Contacts: W. Benjamin Moreland, CFO
Jay Brown, Treasurer
Crown Castle International Corp.
SOURCE Crown Castle International Corp.
/CONTACT: W. Benjamin Moreland, CFO, or Jay Brown, Treasurer, both of
Crown Castle International Corp., +1-713-570-3000/
/Web site: http://www.sec.gov /
/Web site: http://www.crowncastle.com /
CO: Crown Castle International Corp.; MacKenzie Partners, Inc.
IN: CPR TLS FIN
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5107 11/08/2004 17:10 EST http://www.prnewswire.com