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 6, 2010
Crown Castle International Corp.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-16441 |
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76-0470458 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1220 Augusta Drive Suite 500 Houston, TX
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77057 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (713) 570-3000
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(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))
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ITEM 8.01 OTHER EVENTS
On January 6, 2010, the Company issued a press release announcing that certain of its indirect subsidiaries have
commenced a private offering of up to $1.9 billion of Senior Secured Tower Revenue Notes. The January 6 press release
is attached as Exhibit 99.1 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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Exhibit No.
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Description |
99.1
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Press Release dated January 6, 2010 |
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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 6, 2010 |
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/s/ E. Blake Hawk |
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Name: E. Blake Hawk |
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Title: Executive Vice President |
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and General Counsel |
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EXHIBIT INDEX
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Exhibit No.
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Description |
99.1
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Press Release dated January 6, 2010 |
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Exhibit 99.1
Exhibit 99.1
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FOR IMMEDIATE RELEASE
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Contacts:
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Jay Brown, CFO
Fiona McKone, VP Finance
Crown Castle International Corp.
713-570-3050 |
CROWN CASTLE INTERNATIONAL ANNOUNCES
PROPOSED ADDITIONAL SECURITIZED NOTES
January 6, 2010 HOUSTON, TEXAS Crown Castle International Corp. (NYSE: CCI) announced today
that certain of its indirect subsidiaries intend to offer, in a private transaction, up to $1.9
billion of Senior Secured Tower Revenue Notes (Offered Notes), as additional debt securities
under the existing Indenture dated as of June 1, 2005 (Indenture), 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 subsidiaries expected to issue the Offered Notes
are special purpose entities that are the current issuers under the Indenture and that hold over
half of the U.S. and Puerto Rico towers of Crown Castle. Crown Castle expects that all of the
Offered Notes will be rated investment grade. The servicing and repayment of the Offered Notes are
expected to be made solely from the cash flow from the operation of the U.S. towers that are part
of the transaction.
Crown Castle expects to use the net proceeds received from this offering, together with other cash,
to repay in full the Series 2005-1 Notes, together with related prepayment premiums, fees and
expenses. Crown Castle expects the offering of the Offered Notes to close on or about 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 will be 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 (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, including the dollar amount to
be raised through such notes offering, (ii) the investment grade rating of the Offered Notes, (iii)
the terms of the Offered Notes, including with respect to servicing and repayment 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.