Crown Castle Highlights Actions its Board Has Implemented to Successfully Strengthen Foundation and Position Company for Long-Term Value Creation
Urges Shareholders to Vote “FOR” ONLY Crown Castle’s 12 Qualified and Experienced Director Nominees on the WHITE Proxy Card
Ted Miller’s Self-Serving Campaign Risks Derailing Important Work Underway and Is Not Aligned with Interests of Shareholders
The full text of the letter follows and can be found at www.VoteCrownCastle.com, along with Crown Castle’s definitive proxy materials and other materials regarding the Board of Directors’ recommendations for the 2024 Annual Meeting.
Your Vote is Important to
Vote the Enclosed WHITE Proxy Card Today “FOR” ONLY the 12 Crown Castle Highly Qualified Director Nominees
Dear Fellow Shareholders,
Our Board of Directors (the "Board") and management team are focused on creating a strong
Over the past several months, we have executed on critical steps and set a solid foundation for the future, including:
- Announcing the appointment of
Steven J. Moskowitz , a tower industry executive with 25+ years of experience, as Crown Castle’s new President and CEO following a robust search process. - Advancing the comprehensive strategic and operating review of the Company’s fiber and small cell business underway by the Fiber Review Committee of our Board, with the help of independent financial and legal advisors.
- Strengthening our Board with the appointment of four new independent directors over the past year, who collectively bring valuable leadership, financial, and tower industry expertise, shareholder representation and a commitment to the Company’s goal of driving enhanced value creation.
As we move forward, our Board is committed to taking decisive actions that it believes are in the best interests of shareholders, even as
A towers industry veteran who knows our business well,
The Board is confident that
Mr. Moskowitz spent 12 years in executive leadership roles at American Tower Corporation, including seven years as Executive Vice President and President of theU.S. Tower business. During his tenure, American Tower became the largest and most profitableU.S. wireless infrastructure company, tripling in size to more than 20,000 cell sites and expanding the indoor DAS network division.- Most recently, he served as CEO of
Centennial Towers Holding LP , where he established the company as a leading provider of build-to-suit cell sites inBrazil ,Colombia andMexico . - Prior to Centennial,
Mr. Moskowitz served as the CEO of NextG Networks, a provider of fiber-based small cell solutions. During his tenure, he successfully scaled the business, significantly increasing revenue and cash flow, and doubling the asset base prior to its sale toCrown Castle in 2012.
The Board will also benefit from having its CEO,
With
FOLLOWING INITIAL FIBER REVIEW, CROWN CASTLE HAS THE STRATEGIC FLEXIBILITY TO MAXIMIZE VALUE
In January of 2024, the Fiber Review Committee commenced its strategic and operating review of the Company’s fiber segment, with the goal of enhancing and unlocking shareholder value. Since then, the Fiber Review Committee has made significant progress working with Morgan Stanley,
The Board’s analysis includes the following considerations (among others):
- Valuation of the fiber solutions sub-segment, small cells sub-segment, and the fiber segment as a whole;
- Evaluation of potential counterparties to a sale, merger or joint venture transaction;
- Use of any resulting proceeds; and
- Pro forma financial impact of the various alternatives on the remaining business of the Company, including the leverage, Adjusted Funds from Operations (“AFFO”) accretion / dilution in the event of separation.
The Board’s review has confirmed that
As this process progresses, the Board remains focused on moving rapidly, yet methodically, on all initiatives in connection with the fiber review to drive value for shareholders.
TED MILLER HAS TRIED TO CLOAK HIMSELF IN A MANTLE OF GOOD GOVERNANCE WHILE PURSUING AN AGENDA DESIGNED TO BENEFIT PRIMARILY HIMSELF AND HIS FAMILY AND FRIENDS
Mr. Miller’s preferred tactic has been to pursue a litigation strategy that would impact Crown Castle’s most critical initiatives, including:
- Impeding the progress of the Company’s strategic and operating review of the fiber and small cell business;
- Attempting to delay the search for a new CEO; and
- Seeking to reduce the size of our director nominee slate after we announced the expansion of the Board to enable Crown Castle’s new CEO,
Steven Moskowitz , to stand for election at the upcoming 2024 Annual Meeting.
Impeding the Progress of Our Strategic and Operating Review of the Fiber and Small Cell Business
Specifically,
- Hired external advisors, who provided their recommendations to the
Boots Capital team without the benefit of inside/non-public information regarding the fiber segment, and thus offered opinions that lacked detailed and current information about the Company that would be essential to any accurate or meaningful assessment of this part of the business; - Claimed tax “savings” for the Company, attempting to generate a false sense of urgency for a sale of the fiber segment based on a flawed understanding of the tax “savings;”
- Claimed to have signed non-disclosure agreements with “prospective buyers and financing sources” for the fiber segment, only to later disclose in Boots Capital’s proxy statement that a number of these parties were merely “potential investors in the Boots Funds” and not explicitly interested in pursuing a transaction with the Company; and
- Insisted on onboarding its own advisors for the fiber review process and having shareholders assume the costs of its proposals, regardless of the validity of its analyses or methods (which to date it has provided no information to substantiate).
Boots Capital has estimated already-incurred costs to be approximately$5 million and has demanded reimbursement from the Company.
Attempting to Delay the Search for Crown Castle’s New CEO
Additionally, while the CEO Search Committee was focused on conducting its CEO search,
Aiming to Prevent Crown Castle’s New CEO,
In his most recent motion,
TED MILLER’S ACTIONS CONTINUE TO DEMONSTRATE THAT HE IS NOT ALIGNED WITH THE INTERESTS OF SHAREHOLDERS
To sum it up, we believe that Mr. Miller’s actions have repeatedly demonstrated that he is not aligned with the interests of shareholders and his repeated misleading statements should disqualify him as a constructive and value-added member of the Board. Given Mr. Miller’s self-serving actions, your Board continues to believe that giving into Mr. Miller’s demands would jeopardize Crown Castle’s growth prospects and optimization initiatives, and diminish shareholder value.
PROTECT THE VALUE OF YOUR INVESTMENT IN CROWN CASTLE:
VOTE THE WHITE PROXY CARD OR VOTING INSTRUCTION FORM TODAY
The Board is taking decisive actions to improve the Company’s business and drive value for shareholders. We believe that Ted Miller’s self-interested agenda will disrupt the clear progress underway, and that your current Board is best positioned to strengthen Crown Castle and deliver on our objectives.
We urge you to use the enclosed WHITE proxy card or voting instruction form and vote “FOR” ONLY the twelve (12) nominees proposed by the Board: P. Robert Bartolo, Cindy Christy, Ari Q. Fitzgerald, Jason Genrich, Andrea J. Goldsmith, Tammy K. Jones, Kevin T. Kabat, Anthony J. Melone, Sunit S. Patel, Bradley E. Singer, Kevin A. Stephens and Matthew Thornton, III (collectively, "Company Nominees").
Please note that your WHITE proxy card or voting instruction form has more names on it than the 12 seats that are up for election, pursuant to the requirement that our proxy card list Boots Capital’s nominees in addition to the Company Nominees. Shareholders can vote “FOR” less than 12 nominees at the 2024 Annual Meeting but cannot vote “FOR” more than 12 nominees.
If you have already voted using a prior proxy card or voting instruction form listing 13 Company Nominees, your vote for all proposals will not be counted. Accordingly, you are urged to re-vote using the WHITE proxy card or voting instruction form listing 12 Company Nominees to ensure that your vote is counted.
Your vote is extremely important no matter how many shares you own. Please cast your vote in advance of the 2024 Annual Meeting Annual Meeting (whether or not you plan to attend the meeting) by marking, signing, dating and returning the enclosed WHITE proxy card or voting instruction form by mail in the postage-paid envelope provided, or by voting via Internet or telephone following instructions on your white proxy card or voting instruction form.
You may receive solicitation materials from Mr. Miller, including an opposition proxy statement and gold proxy card. The Board does NOT endorse Boots Capital’s nominees or Boots Capital’s By-Laws Proposal and unanimously recommends that shareholders discard any proxy materials from Boots Capital. If you have already submitted a gold proxy card, you can revoke such proxy and vote for the Company Nominees and on the other matters to be voted on at the 2024 Annual Meeting in one of the ways outlined above. Only your latest validly executed proxy card or voting instruction form will count and you can revoke any proxy at any time prior to the 2024 Annual Meeting as described in the Company’s proxy statement.
Please mark your WHITE proxy card or voting instruction form carefully and vote "FOR" ONLY the 12 Company Nominees.
Thank you for your continued support.
Sincerely,
The Crown Castle Board of Directors
If you have any questions or require any assistance with voting your shares, please call the Company’s proxy solicitor:
INNISFREE M&A INCORPORATED
at
(877) 717-3904 (toll-free from the United States and Canada)
or
+1 (412) 232-3651 (from other locations).
Advisors
Morgan Stanley is serving as financial advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel, to the Company.
About Crown Castle
Crown Castle owns, operates and leases more than 40,000 cell towers and approximately 90,000 route miles of fiber supporting small cells and fiber solutions across every major U.S. market. This nationwide portfolio of communications infrastructure connects cities and communities to essential data, technology and wireless service – bringing information, ideas and innovations to the people and businesses that need them. For more information on Crown Castle, please visit www.crowncastle.com.
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as “estimate,” “anticipate,” “project,” “plan,” “intend,” “believe,” “expect,” “likely,” “predicted,” “positioned,” “continue,” “target,” “seek,” “focus” and any variations of these words and similar expressions are intended to identify forward-looking statements. Examples of forward-looking statements include (1) statements and expectations regarding the process and outcomes of Company’s Fiber Review Committee, including that it will help enhance and unlock shareholder value, (2) that the actions set forth in this press release best position the Company for long term success, including our Board’s regular evaluation of all paths to enhance shareholder value, (3) that the Company will benefit from the experience and insights of the directors and the new CEO, and (4) that the Company will identify the best path forward to capitalize on significant opportunities for growth in our industry. Such forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including prevailing market conditions, risk factors described in “Item 1A. Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 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. Unless legally required, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Our filings with the SEC are available through the SEC website at www.sec.gov or through our investor relations website at investor.crowncastle.com. We use our investor relations website to disclose information about us that may be deemed to be material. We encourage investors, the media and others interested in us to visit our investor relations website from time to time to review up-to-date information or to sign up for e-mail alerts to be notified when new or updated information is posted on the site.
Important Shareholder Information
The Company filed a definitive proxy statement and a WHITE proxy card with the SEC in connection with its solicitation of proxies for its 2024 Annual Meeting. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD, AND ANY AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS, AS THEY CONTAIN IMPORTANT INFORMATION. Shareholders may or will be able to obtain the proxy statement, any amendments or supplements to the proxy statement, and other documents without charge from the SEC’s website at www.sec.gov.
Participant Information
The Company, its directors, director nominees, certain of its officers, and other employees are or will be “participants” (as defined in Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the 2024 Annual Meeting. The identity, their direct or indirect interests (by security holdings or otherwise), and other information relating to the participants is available in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 11, 2024, on the section entitled “Beneficial Ownership of Common Stock” (on page 90) and Appendix C (on page C-1). To the extent the holdings by the “participants” in the solicitation reported in the Company’s definitive proxy statement have changed, such changes have been or will be reflected on “Statements of Change in Ownership” on Forms 3, 4 or 5 filed with the SEC. All these documents are or will be available free of charge at the SEC’s website at www.sec.gov.
CONTACTS:
713-570-3050
MEDIA:
Andy Brimmer / Adam Pollack
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
![](https://ml.globenewswire.com/media/NzIzMzJiYWYtOGQ1NC00Yjg4LThlZDQtZWM2NDVmOGM0YWU0LTEwMTkzNjQ=/tiny/Crown-Castle-Inc-.png)
Source: Crown Castle Inc.