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 26,
2007
Crown
Castle International Corp.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
(State
or Other
Jurisdiction
of
Incorporation)
|
001-16441
(Commission
File
Number)
|
76-0470458
(IRS
Employer
Identification
Number)
|
510
Bering Drive
Suite
600
Houston,
TX 77057
(Address
of Principal Executive Office)
Registrant’s
telephone number, including area code: (713) 570-3000
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)
|
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
January 26, 2007, Crown Castle Operating Company (“Borrower”), a subsidiary of
Crown Castle International Corp. (“Company”), and the Company entered into a
term loan joinder (“Term Loan Joinder”) with the lenders named therein, pursuant
to which such lenders agreed to provide the Borrower with a $600 million
senior
secured term loan (“Term Loan”) under the Borrower’s existing credit facility
(“Credit Facility”) dated as of January 9, 2007.
The
Credit Facility now provides for aggregate commitments of $850 million,
consisting of (i) a $250 million senior secured revolving credit facility
(“Revolving Facility”), which will mature on January 8, 2008, and (ii) the Term
Loan, which will mature on January 26, 2014.
Borrowings
under the Term Loan bear interest at a rate per annum, at the Borrower’s
election, equal to the prime rate of The Royal Bank of Scotland plc plus
1.00%
or LIBOR plus 2.00%. Interest on prime rate loans is due monthly, while interest
on LIBOR loans is due at the end of the interest period (one, two, three
or six
months) for which such LIBOR rate is in effect.
The
guarantees, security provisions, events of default and covenants of the Term
Loan are the same as those of the Revolving Facility under the Credit
Facility.
On
January 19, 2007, the Company entered into a stock purchase agreement (“Stock
Purchase Agreement”) with certain investment funds affiliates with Fortress
Investment Group LLC, Greenhill Capital Partners, LLC and certain of its
affiliate investment funds and certain investment funds affiliated with Abrams
Capital (collectively, “Stockholders”), pursuant to which the Company agreed to
purchase 17,713,819 shares of its common stock from the Stockholders (“Stock
Repurchase”). On January 26, 2007, the Company used the proceeds of the Term
Loan to consummate the Stock Repurchase.
The
above
summary of the Term Loan Joinder, the Credit Facility and the Stock Purchase
Agreement is qualified in its entirety be reference to the complete terms
and
provisions of the Term Loan Joinder filed herewith as Exhibit 10.1, the Credit
Facility previously filed by the Company on Form 8-K on January 11, 2007,
and
the Stock Purchase Agreement previously filed by the Company on Form 8-K
on
January 23, 2007.
ITEM
2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
See
Item
1.01, which is incorporated by reference.
ITEM
9.01 -- FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
|
Exhibit
No
|
Description
|
|
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10.1
|
Term
Loan Joinder, dated January 26, 2007, among Crown Castle International
Corp., Crown Castle Operating Company, the lenders named therein,
and The
Royal Bank of Scotland plc, as administrative
agent
|
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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. | ||
| |
|
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| Date: January 29, 2007 | By: | /s/ E. Blake Hawk |
|
Name: E. Blake Hawk |
||
| Title: Executive Vice President and General Counsel | ||
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EXHIBIT
INDEX
|
Exhibit
No
|
Description
|
|
|
Term
Loan Joinder, dated January 26, 2007, among Crown Castle International
Corp., Crown Castle Operating Company, the lenders named therein,
and The
Royal Bank of Scotland plc, as administrative
agent
|
TERM
LOAN JOINDER
TERM
LOAN
JOINDER, dated as of January 26, 2007 (this "Term
Loan Joinder"),
to
the Credit Agreement, dated as of January 9, 2007 (as amended, amended and
restated, supplemented, restated, replaced, refinanced or otherwise modified
from time to time, the "Credit
Agreement"),
among
CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation ("Holdings"),
CROWN
CASTLE OPERATING COMPANY, a Delaware corporation (the "Borrower"),
the
Subsidiary Guarantors (as defined therein) from time to time party thereto,
the
several banks and other financial institutions or entities from time to time
parties thereto (the "Lenders")
and THE
ROYAL BANK OF SCOTLAND PLC, as administrative agent (the "Administrative
Agent").
WHEREAS
pursuant to Section 2.23 of the Credit Agreement, the Borrower has requested
that the Persons listed on Schedule 1 hereto (the "Tranche
B Lenders")
provide Term Loans to the Borrower under the Credit Agreement in an aggregate
principal amount of $600,000,000 (such Term Loans, the "Tranche
B Term Loans");
WHEREAS
the Tranche B Lenders are willing to provide the Tranche B Term Loans to the
Borrower on the terms and subject to the conditions set forth herein;
and
WHEREAS
Morgan Stanley Senior Funding, Inc., RBS Securities Corporation and J.P. Morgan
Securities Inc. will act as joint lead arrangers and joint bookrunners in
respect of the Tranche B Term Loans;
NOW,
THEREFORE, Holdings, the Borrower, the Tranche B Lenders and the Administrative
Agent hereby agree as follows:
1. Definitions.
Capitalized terms used herein which are not defined herein and which are defined
in the Credit Agreement shall have the same meanings as therein
defined.
2. Terms
of the Tranche B Term Loans.
The
Tranche B Term Loans shall have the following terms:
(a) The
Tranche B Term Loans shall mature in consecutive quarterly installments (each
due on the last day of each calendar quarter), commencing on April 1, 2007,
each
of which shall be in an amount equal to (i) in the case of each such installment
other than the one described in clause (ii) hereof, 0.25% of the aggregate
outstanding principal amount of Tranche B Term Loans and (ii) in the case of
the
last such installment, the entire remaining outstanding principal amount of
Tranche B Term Loans.
(b) All
then
outstanding Tranche B Term Loans shall be repaid on the date that is seven
years
after the Term Loan Effective Date (as defined below).
(c) The
Applicable Margin with respect to the Term Loans shall be, for any day, a rate
per annum equal to (i) 1.00% for Term Loans maintained as ABR Loans and (ii)
2.00% for Term Loans maintained as Eurodollar Loans; provided
that if
(A) the Borrower fails to obtain ratings for the Term Loan Facility from Moody's
and S&P within 30 days after the Term Loan Effective Date or (B) the Term
Loan Facility's rating is lower than BB with a "negative outlook" from S&P
and B2 with a "stable outlook" from Moody's, the Applicable Margin shall be
increased by 0.25% per annum on the earlier of (x) the date that is 31 days
after the Term Loan Effective Date and (y) the date on which ratings for the
Term Loan Facility are obtained from Moody's and S&P; and provided,
further,
that
the Applicable Margins (which, for such purposes only, shall be deemed to
include all upfront or similar fees or original issue discount payable to all
Lenders providing such Term Loans) for any new Term Loans made after the date
of
this Term Loan Joinder shall not be greater than the highest Applicable Margins
that may, under any circumstances, be payable with respect to any outstanding
Tranche B Term Loans made pursuant to this Term Loan Joinder plus 25 basis
points, except to the extent that the Applicable Margins applicable to all
outstanding Tranche B Term Loans are increased to the extent necessary to
achieve the foregoing.
(d) The
Term
Loans shall only be utilized to finance a dividend to Holdings to enable
Holdings to repurchase its capital stock.
(e) All
other
terms and provisions of the Term Loans shall be as set forth in the Credit
Agreement.
3. Conditions
to the Effectiveness of the Term Loan Commitment and the Making of the Tranche
B
Term Loans.
The
Term Loan Commitment of each Tranche B Lender shall become effective as of
January 26, 2007 (the "Term
Loan Effective Date");
provided that each of the following conditions is satisfied:
(a) The
Administrative Agent shall have received duly executed and delivered
counterparts of (i) this Term Loan Joinder that, when taken together, bear
the
signatures of the Borrower, Holdings, the Administrative Agent and each Tranche
B Lender and (ii) the reaffirmation agreement (the "Reaffirmation
Agreement")
attached hereto as Exhibit A.
(b) After
giving pro forma effect to the Tranche B Term Loans and to any change in
Consolidated Adjusted EBITDA and any increase of Indebtedness, in each case
resulting from the consummation of any Investment made concurrently with such
borrowing, as of December 31, 2006, the Borrower is in compliance with each
of
the covenants set forth in Section 7.1 of the Credit Agreement, and the Borrower
shall have delivered reasonably satisfactory evidence of such to the
Administrative Agent.
(c) All
fees
required to be paid, and all expenses for which invoices have been presented
(including the reasonable fees and expenses of legal counsel), in connection
with this Term Loan Joinder shall have been paid or reimbursed, as the case
may
be.
(d) Each
of
the representations and warranties made or deemed to be made in this Term Loan
Joinder shall be true and correct.
(e) The
Administrative Agent shall have received the executed legal opinion of (x)
Cravath, Swaine & Moore LLP, counsel to Holdings, the Borrower and the
Subsidiaries, (y) Delaware counsel to the Loan Parties and (z) general counsel
to the Loan Parties, each in form and substance reasonably satisfactory to
the
Administrative Agent.
(f) Each
document (including any Uniform Commercial Code financing statement) required
by
the Security Documents or under law or reasonably requested by the
Administrative Agent to be filed, registered or recorded in order to create
in
favor of the Administrative Agent, for the benefit of the Lenders, a perfected
Lien on the Collateral described therein, prior and superior in right to any
other Person (other than with respect to Liens expressly permitted by Section
7.3), shall be in proper form for filing, registration or
recordation.
(g) The
Administrative Agent shall have received reasonably satisfactory evidence that
the Board of Directors (or such similar governing body) of the Borrower,
Holdings and each other Loan Party has approved the execution and delivery
of
this Term Loan Joinder and the Reaffirmation Agreement and the performance
of
the transactions contemplated hereby and thereby.
4. Representations
and Warranties.
The
Borrower hereby represents and warrants to the Administrative Agent and each
Lender as follows:
(a) Each
of
the representations and warranties made by any Loan Party in or pursuant to
the
Loan Documents is true and correct in all material respects on and as of the
Term Loan Effective Date as if made on and as of such date except to the extent
that such representations and warranties relate to an earlier date, in which
case such representation and warranty was true and correct in all material
respects as of such earlier date.
(b) No
Default or Event of Default has occurred and is continuing or would result
from
the borrowings to be made on the Term Loan Effective Date.
5. Loans;
Commitments.
Pursuant to Section 2.23 of the Credit Agreement, by execution and delivery
of
this Term Loan Joinder, together with the satisfaction of all of the other
requirements and conditions set forth in this Term Loan Joinder, each
undersigned Tranche B Lender (a) shall have, on and as of the Term Loan
Effective Date, a Term Loan Commitment equal to the amount set forth next to
its
name on Schedule 1 attached hereto, (b) shall be, and shall be deemed to be,
a
"Term Loan Lender" under, and as such term is defined in, the Credit Agreement
and (c) severally agrees to make a Term Loan to the Borrower on the Term Loan
Effective Date in an amount not to exceed the Term Loan Commitment of such
Lender.
[Signature
page follows.]
IN
WITNESS WHEREOF, the parties hereto have caused this Term Loan Joinder to be
duly executed and delivered by their proper and duly authorized officers as
of
the day and year first above written.
| CROWN CASTLE INTERNATIONAL CORP. | ||
| |
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| By: | /s/ Jay A. Brown | |
|
Name: Jay A. Brown |
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| Title: Vice President | ||
| CROWN CASTLE OPERATING COMPANY | ||
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| By: | /s/ Jay A. Brown | |
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Name: Jay A. Brown |
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| Title: Vice President | ||
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THE
ROYAL
BANK OF SCOTLAND PLC,
as Administrative
Agent
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| By: | /s/ Andrew Wynn | |
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Name: Andrew Wynn |
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| Title: Managing Director | ||
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THE
ROYAL
BANK OF SCOTLAND PLC,
as Term Loan Lender
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| By: | /s/ Andrew Wynn | |
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Name: Andrew Wynn |
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| Title: Managing Director | ||
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MORGAN
STANLEY SENIOR FUNDING, INC.,
as a Term Loan
Lender
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| By: | /s/ Andrew Earles | |
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Name: Andrew Earles |
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| Title: Vice President | ||
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JPMORGAN
CHASE BANK, N.A.,
as a Term Loan
Lender
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| By: | /s/ Christophe Vohamnn | |
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Name: Christophe Vohamnn |
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| Title: Vice President | ||
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EXHIBIT
A
REAFFIRMATION
AGREEMENT, dated as of January 26, 2007 (as amended, supplemented or otherwise
modified from time to time, this “Agreement”),
among
Crown Castle Operating Company (the “Borrower”),
Crown
Castle International Corp. (“Holdings”)
and
Crown Castle Operating LLC (collectively, the “Reaffirming
Parties”)
and
The Royal Bank of Scotland plc, as administrative agent (in such capacity,
the
“Administrative
Agent”).
WHEREAS
the Holdings, the Borrower, the Term Loan Lenders listed on Schedule 1 thereto
and the Administrative Agent have entered into the Term Loan Joinder, dated
as
of the date hereof (the “Term
Loan Joinder”),
which
supplements the Credit Agreement, dated as of January 9, 2007 (the “Credit
Agreement”),
among
Holdings, the Borrower, the Subsidiary Guarantors party thereto, the Lenders
party thereto and the Administrative Agent.
WHEREAS
each Reaffirming Party is party to one or more of the Loan
Documents.
WHEREAS
each Reaffirming Party expects to realize, or has realized, substantial direct
and indirect benefits as a result of the Term Loan Joinder becoming effective
and the transactions contemplated thereby being consummated.
WHEREAS
the execution and delivery of this Agreement is a condition precedent to
the
effectiveness of the Term Loan Joinder and the consummation of the transactions
contemplated thereby.
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties hereto agree as follows:
ARTICLE
I
Reaffirmation
SECTION
1.01. Defined
Terms.
Capitalized terms used and not defined herein have the meanings given to
them in
the Credit Agreement.
SECTION
1.02. Reaffirmation.
(a)
Each
Reaffirming Party hereby (i) consents to the Term Loan Joinder and the
transactions contemplated thereby and (ii) confirms its respective guarantees
and grants of security interests, as applicable, under each of the Loan
Documents to which it is party, and agrees that, notwithstanding the
effectiveness of the Term Loan Joinder, such guarantees and grants of security
interests shall continue to be in full force and effect and shall accrue
to the
benefit of the Secured Parties (as defined in the Security Agreement).
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SECTION
1.03. Grant
of Security Interest; Authorization. In furtherance of the reaffirmations
set forth in the preceding Section 1.02, each Reaffirming Party hereby assigns,
pledges and grants to the Administrative Agent, and its successors and assigns,
for the ratable benefit of the Secured Parties, a security interest in all
its
respective Collateral (as defined in the Security Agreement and/or the Pledge
Agreement, as applicable), as security for the Obligations. Pursuant to Section
9-509 of the UCC and any other applicable law, each Reaffirming Party authorizes
the Agent to file or record financing statements and other filing or recording
documents or instruments with respect to its respective Collateral without
the
signature of such Reaffirming Party.
ARTICLE
II
Miscellaneous
SECTION
2.01. Security
Document.
This
Agreement is a Security Document executed pursuant to the Credit Agreement
and
shall (unless otherwise expressly indicated herein) be construed, administered
and applied in accordance with the terms and provisions thereof.
SECTION
2.02. Effectiveness;
Counterparts.
This
Agreement shall become effective on the date when copies hereof which, when
taken together, bear the signatures of each Reaffirming Party and the
Administrative Agent, shall have been received by the Administrative Agent
(or
its counsel). This Agreement may not be amended nor may any provision hereof
be
waived except pursuant to a writing signed by each of the parties hereto.
This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute
but
one contract. Delivery of an executed counterpart of a signature page of
this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.
SECTION
2.03. No
Novation.
This
Agreement shall not extinguish the obligations for the payment of money
outstanding under the Credit Agreement or discharge or release the priority
of
any Loan Document or any other security therefor. Nothing herein contained
shall
be construed as a substitution or novation of the obligations outstanding
under
the Credit Agreement or instruments securing the same, which shall remain
in
full force and effect, except to any extent modified hereby or by instruments
executed concurrently herewith. Nothing implied in this Agreement or in any
other document contemplated hereby shall be construed as a release or other
discharge of the Borrower or any other Loan Party under any Loan Document
from
any of its obligations and liabilities under the Credit Agreement or the
other
Loan Documents. Each of the Credit Agreement and the other Loan Documents
shall
remain in full force and effect, until (as applicable) and except to any
extent
modified hereby or in connection herewith.
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SECTION
2.04. GOVERNING
LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL
BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION
2.05. No
Other Amendments; Confirmation.
Except
as expressly set forth herein, no other amendments to any Loan Document are
intended hereby and all other provisions of the Loan Documents are and shall
remain in full force and effect.
[The
remainder of the page has been intentionally left blank.]
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IN
WITNESS WHEREOF, each Reaffirming Party and the Administrative Agent, for
the
benefit of the Secured Parties, have caused this Agreement to be duly executed
by their respective officers as of the date first above written.
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CROWN
CASTLE OPERATING COMPANY,
as a Reaffirming
Party,
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| By: | ||
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Name: |
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| Title | ||
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CROWN
CASTLE INTERNATIONAL CORP.,
as a Reaffirming
Party,
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| By: | ||
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Name: |
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| Title: | ||
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CROWN
CASTLE OPERATING LLC,
as a Reaffirming
Party,
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| By: | ||
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Name: |
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| Title: | ||
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THE
ROYAL
BANK OF SCOTLAND PLC,
as Administrative
Agent,
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| By: | ||
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Name: |
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| Title: | ||