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 10, 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 7.01 – REGULATION FD DISCLOSURE
On January 10, 2012, the Company issued a press release announcing that its subsidiary, Crown Castle Operating Company, is seeking to refinance its existing credit facility with a new $3.1 billion senior credit facility. The January 10 press release is furnished herewith as Exhibit 99.1 to this Form 8-K.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
| (c) | Exhibits |
As described in Item 7.01 of this Report, the following exhibit is furnished as part of this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Press Release dated January 10, 2012 |
The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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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 10, 2012
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated January 10, 2012 |
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Exhibit 99.1
| FOR IMMEDIATE RELEASE | Contacts: | Jay Brown, CFO | ||
| Fiona McKone, VP—Finance Crown Castle International Corp. 713-570-3050 |
CROWN CASTLE ANNOUNCES
PROPOSED NEW CREDIT FACILITY
January 10, 2012 – HOUSTON, TX – Crown Castle International Corp. (NYSE: CCI) announced today that its subsidiary, Crown Castle Operating Company (“CCOC”), is seeking to refinance its existing credit facility with a new $3.1 billion senior credit facility (“New Facility”). The New Facility is expected to consist of a $1.0 billion Senior Secured Revolving Credit Facility (“Revolver”) maturing five years after the facility’s closing date, a $500 million Delayed-Draw Senior Secured Term Loan A Facility (“Term Loan A”) maturing five years after the facility’s closing date, and a $1.6 billion Senior Secured Term Loan B Facility (“Term Loan B”) maturing seven years after the facility’s closing date. CCOC expects the Term Loan B to be fully drawn at closing and the Revolver and the Term Loan A to remain undrawn at closing. The Term Loan A may be drawn in a single drawing on or after the closing of the New Facility but on or prior to April 1, 2012.
CCOC is in the process of seeking commitments from a group of lenders for the New Facility. The New Facility is subject to negotiation, execution and delivery of definitive loan documentation and various customary closing conditions.
The proceeds of the loans under the New Facility are expected to be used in part to repay CCOC’s existing revolving credit facility (under which $251 million is currently outstanding), to repay CCOC’s existing term loan facility (under which $619 million is currently outstanding), and to fund CCOC’s expected acquisition of NextG Networks for approximately $1 billion (previously announced on December 16, 2011). The balance of the proceeds will be available for general corporate purposes, including acquisitions permitted under the terms of the New Facility and purchases of shares of common stock of Crown Castle. CCOC anticipates the New Facility to be in place before the end of the first quarter of 2012.
News Release Continued:
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.
Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on our management’s current expectations. Such statements include, but are not limited to plans, projections and estimates regarding the (i) terms of the proposed credit facilities, including amounts and maturities, (ii) use of proceeds from the proposed credit facilities and (iii) timing, completion, and drawdown dates with respect to the proposed credit facilities. 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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