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): November 19, 2014
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 Number) |
1220 Augusta 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:
| ¨ | 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 5.07 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 19, 2014, Crown Castle International Corp. (“Crown Castle”) held a special meeting of stockholders (“Special Meeting”) in connection with the previously announced Agreement and Plan of Merger dated September 19, 2014 (“Merger Agreement”), between Crown Castle and its wholly owned subsidiary, Crown Castle REIT Inc. (“CCR”). At the Special Meeting, a proposal to adopt the Merger Agreement was submitted to a vote of the holders of Crown Castle’s common stock (“Merger Proposal”). The Merger Proposal is described in detail in the definitive joint proxy statement/prospectus included in the Registration Statement on Form S-4 that Crown Castle and CCR filed with the Securities and Exchange Commission on Schedule 14A and Form 424B3, respectively, on October 14, 2014.
Approval of the Merger Proposal required the affirmative vote of the holders of a majority of the outstanding shares of Crown Castle’s common stock entitled to vote thereon (“Stockholder Merger Vote”). A quorum was present for the purpose of the Stockholder Merger Vote. According to the final report of the inspector of election, the Merger Proposal was approved. The final voting results for the Merger Proposal are as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 280,294,459 |
37,640 | 1,029,264 | 0 |
As there were sufficient votes to approve the Merger Proposal, a vote on a second proposal to approve the adjournment of the Special Meeting to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve the Merger Proposal was not needed.
ITEM 8.01 — OTHER ITEMS
On November 19, 2014, Crown Castle issued a press release announcing the results of the Special Meeting. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated November 19, 2014 | |
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: November 19, 2014
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated November 19, 2014 | |
Exhibit 99.1
|
|
NEWS RELEASE November 19, 2014 |
| Contacts: | Jay Brown, CFO | |||||
| Son Nguyen, VP - Corporate Finance | ||||||
| FOR IMMEDIATE RELEASE | Crown Castle International Corp. | |||||
| 713-570-3050 |
CROWN CASTLE STOCKHOLDERS APPROVE MERGER WITH WHOLLY OWNED SUBSIDIARY
HOUSTON, Nov. 19, 2014 (GLOBE NEWSWIRE) — Crown Castle International Corp. (NYSE: CCI) (“Crown Castle”) announced today that, at a special meeting of stockholders held earlier today, its stockholders voted to adopt the previously announced merger agreement with its wholly owned subsidiary, Crown Castle REIT Inc. (“CCR”). As previously disclosed, Crown Castle commenced operating as a real estate investment trust (“REIT”) for U.S. federal income tax purposes effective January 1, 2014 and proposes to complete the merger to ensure the effective adoption of certain charter provisions that implement REIT-related ownership limitations and transfer restrictions related to its capital stock. The merger is expected to close no later than December 31, 2014.
ABOUT CROWN CASTLE
Crown Castle provides wireless carriers with the infrastructure they need to keep people connected and businesses running. With approximately 40,000 towers and 14,000 small cell nodes supported by approximately 7,000 miles of fiber, Crown Castle is the nation’s largest provider of shared wireless infrastructure with a significant presence in the top 100 US markets. In addition, Crown Castle operates approximately 1,800 towers in Australia. 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 management’s current expectations. Such statements include plans, projections and estimates regarding the proposed merger of Crown Castle with and into CCR and the effects of the adoption of certain charter provisions. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market
The Foundation for a Wireless World.
CrownCastle.com
| News Release continued: | Page 2 |
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 and its results is included in Crown Castle’s filings with the Securities and Exchange Commission. The term “including,” and any variation thereof, means “including, without limitation.”
The Foundation for a Wireless World.
CrownCastle.com