Form 8-K
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 8, 2010
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) |
|
(Zip Code) |
Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
ITEM 8.01 OTHER EVENTS
On January 8, 2010, the Company issued a press release announcing that the previously announced private offering by
certain of its indirect subsidiaries of $1.9 billion of Senior Secured Tower Revenue Notes had been priced. The January
8 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 8, 2010 |
2
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.
|
|
|
|
Date: January 11, 2010
|
By: |
/s/ E. Blake Hawk |
|
|
|
|
|
|
|
Name: E. Blake Hawk
Title: Executive Vice President
and General Counsel |
|
3
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description |
99.1
|
|
Press Release dated January 8, 2010 |
4
Exhibit 99.1
Exhibit 99.1
|
|
|
|
|
FOR IMMEDIATE RELEASE
|
|
Contacts:
|
|
Jay Brown, CFO
Fiona McKone, VP Finance
Crown Castle International Corp.
713-570-3050 |
CROWN CASTLE INTERNATIONAL PRICES $1.9 BILLION IN SENIOR SECURED TOWER REVENUE NOTES OFFERING
January 8, 2010 HOUSTON, TEXAS Crown Castle International Corp. (NYSE: CCI) announced today
that it has priced $1.9 billion of Senior Secured Tower Revenue Notes (Offered Notes) which will
be issued by certain of its indirect subsidiaries in a private transaction as additional debt
securities under the existing Indenture dated as of June 1, 2005, pursuant to which the Senior
Secured Tower Revenue Notes, Series 2005-1 (Series 2005-1 Notes), and the Senior Secured Tower
Revenue Notes, Series 2006-1, were issued.
The Offered Notes consist of three classes of Notes, all of which are expected to be rated
investment grade. The Class C-2015 Notes consist of $300 million of 4.523% Notes and have an
expected life of five years with a final maturity date in January 2035. The Class C-2017 Notes
consist of $350 million of 5.495% Notes and have an expected life of seven years with a final
maturity date in January 2037. The Class C-2020 Notes consist of $1.25 billion of 6.113% Notes and
have an expected life of ten years with a final maturity date in January 2040. All of the Offered
Notes were priced at par. The weighted average interest rate on the Notes is approximately 5.75%.
Crown Castle intends to use the net proceeds received from this offering, together with other cash,
to repay in full at closing the Series 2005-1 Notes, together with related prepayment premiums,
fees and expenses. The offering is scheduled to close on January 15, 2010.
News Release continued:
Page 2 of 2
This press release is not an offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of the notes in any jurisdiction in which any such offer, solicitation, or sale would
be unlawful prior to the registration or qualification under the securities laws of any such
jurisdiction. The notes are offered to qualified institutional buyers under Rule 144A, to persons
outside of the United States under Regulation S and to institutional investors that are Accredited
Investors under Rule 501. The notes will not be registered under the Securities Act of 1933, as
amended (the Securities Act), or any state securities laws, and, unless so registered, may not be
offered or sold in the United States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws.
Crown Castle owns, operates, and leases towers and other communication structures for wireless
communications. Crown Castle offers significant wireless communications coverage to 91 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.
Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on Crown Castle managements
current expectations. Such statements include, but are not limited to, plans, projections and
estimates regarding (i) the proposed offering of the Offered Notes, (ii) the investment grade
rating of the Offered Notes, (iii) the terms of the Offered Notes, including with respect to
servicing and repayment and the expected life of the Offered Notes and (iv) the use of proceeds
from the Offered 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 that
could affect Crown Castles results is included in our filings with the Securities and Exchange
Commission.