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 11, 2016
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 600 Houston, TX |
77057 | |||
| (Address of principal executive offices) | (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 11, 2016, the Company issued a press release announcing that it has received commitments from a group of lenders for a new $5.5 billion Senior Unsecured Credit Facility. The January 11 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 11, 2016 |
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.
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/ Kenneth J. Simon | |
| Name: Kenneth J. Simon | ||
| Title: Senior Vice President and General Counsel | ||
Date: January 11, 2016
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated January 11, 2016 |
Exhibit 99.1
|
|
NEWS RELEASE January 11, 2016 |
| Contacts: Jay Brown, CFO | ||
| Son Nguyen, VP - Corporate Finance | ||
| FOR IMMEDIATE RELEASE | Crown Castle International Corp. | |
| 713-570-3050 |
CROWN CASTLE ANNOUNCES PROPOSED NEW SENIOR UNSECURED CREDIT FACILITIES
January 11, 2016 - HOUSTON, TEXAS - Crown Castle International Corp. (NYSE: CCI) (“Crown Castle”) announced today that it has received commitments from a group of lenders for a new $5.5 billion Senior Unsecured Credit Facility (“New Facility”), which is expected to consist of up to $3.5 billion of Senior Unsecured Revolving Credit Facilities and a $2.0 billion Senior Unsecured Term Loan A Facility. The borrower under the New Facility will be Crown Castle International Corp. The New Facility is subject to negotiation, execution and delivery of definitive loan documentation and customary closing conditions. Crown Castle expects to close the New Facility prior to releasing its fourth quarter 2015 results, currently scheduled to occur after the market closes on Wednesday, January 27, 2016.
Crown Castle intends to use net proceeds from the New Facility, together with cash on hand, to repay all outstanding borrowings under the existing Senior Secured Credit Facility of Crown Castle Operating Company (“Existing Facility”). As of September 30, 2015, the Existing Facility consisted of a $2.2 billion revolving credit facility, of which $1.0 billion of borrowings was outstanding, and $2.9 billion of term loans outstanding. Crown Castle’s full year 2016 Outlook for interest expense remains $517 million to $537 million, which is unchanged from its previously provided Outlook. Additional details regarding the New Facility will be made available at the time of closing.
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 15,000 small cell nodes supported by approximately 16,000 miles of fiber, Crown Castle is the nation’s largest provider of shared wireless infrastructure with a significant presence in the top 100 U.S. markets. 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 (i) the proposed New Facility, (ii) the terms of the New Facility, (iii) the use of proceeds from the New Facility, (iv) the timing and closing of the New Facility and (v) interest expense. 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”.
The Foundation for a Wireless World.
CrownCastle.com