UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 12, 2012
| Crown Castle International Corp. |
(Exact name of registrant as specified in its charter)
| Delaware | 001-16441 | 76-0470458 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1220 Augusta Drive Suite 500 Houston, TX 77057 |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (713) 570-3000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01—OTHER EVENTS
On January 12, 2012, the Company issued a press release announcing that it has entered into a definitive agreement to acquire from Wireless Capital Partners, LLC a portfolio of ground lease related assets for approximately $180 million in cash and the assumption of approximately $320 million of debt. The January 12 press release is attached as Exhibit 99.1 to this Form 8-K.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
| (c) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated January 12, 2012 | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CROWN CASTLE INTERNATIONAL CORP. | ||
| By: | /s/ E. Blake Hawk | |
| Name: E. Blake Hawk | ||
| Title: Executive Vice President and General Counsel | ||
Date: January 12, 2012
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated January 12, 2012 | |
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Exhibit 99.1
| Contacts: |
Jay Brown, CFO | |||
| FOR IMMEDIATE RELEASE | Fiona McKone, VP—Finance | |||
| Crown Castle International Corp. | ||||
| 713-570-3050 |
CROWN CASTLE AGREES TO ACQUIRE
GROUND LEASE RELATED ASSETS
January 12, 2012 – HOUSTON, TX – Crown Castle International Corp. (NYSE: CCI) announced today that it has entered into a definitive agreement to acquire from Wireless Capital Partners, LLC (“WCP”) a portfolio of ground lease related assets for approximately $180 million in cash and the assumption of approximately $320 million of debt. The portfolio includes approximately 2,300 ground lease related assets, including over 150 related to Crown Castle towers. The assets being acquired generate annual cash flow of approximately $42 million, with 80% generated from the big four carriers. The acquisition is expected to close in the first quarter of 2012.
About Crown Castle
Crown Castle owns, operates, and leases towers and other infrastructure for wireless communications. Crown Castle offers significant wireless communications coverage to 92 of the top 100 US markets and to substantially all of the Australian population. Crown Castle owns, operates and manages over 22,000 and approximately 1,600 wireless communication sites in the US and Australia, respectively. For more information on Crown Castle, please visit www.crowncastle.com.
About Wireless Capital Partners
Wireless Capital Partners, LLC was founded in 2001 as a financial services company specializing in cellular real estate. Since inception, Wireless Capital Partners has acquired over 3,000 assets throughout the United States. TAP Advisors acted as financial advisor to Wireless Capital Partners.
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News Release continued:
Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on Crown Castle management’s current expectations. Such statements include plans, projections and estimates regarding the timing of closing of the contemplated acquisition of WCP. 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 that could affect Crown Castle’s results is included in our filings with the Securities and Exchange Commission. The term “including,” and any variation thereof, means “including, without limitation.”
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