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): April 8, 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):
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)) | |
ITEM 7.01 — REGULATION FD DISCLOSURE
On April 8, 2016, Crown Castle International Corp. ("Company") issued a press release announcing that it acquired Tower Development Corporation for approximately $461 million in cash on April 8, 2016. The April 8, 2016 press release is furnished herewith as Exhibit 99.1.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
As described in Item 7.01 of this Report, the following exhibits are furnished as part of this Current Report on Form 8-K:
Exhibit No. | Description | |
99.1 | Press Release dated April 8, 2016 | |
The information in Item 7.01 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 ("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: April 8, 2016
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release dated April 8, 2016 | |
Exhibit 99.1
 | NEWS RELEASE April 8, 2016 | |
Contacts: Jay Brown, CFO | |
Son Nguyen, VP - Corporate Finance | |
FOR IMMEDIATE RELEASE | Crown Castle International Corp. |
713-570-3050 | |
CROWN CASTLE ANNOUNCES ACQUISITION OF TOWER DEVELOPMENT CORPORATION
April 8, 2016 - HOUSTON, TEXAS - Crown Castle International Corp. (NYSE: CCI) ("Crown Castle") announced today that it acquired Tower Development Corporation ("TDC") for approximately $461 million in cash on April 8, 2016. TDC, a portfolio company of Berkshire Partners, owns and operates 336 towers in the U.S. and Puerto Rico with an average tenancy of approximately two tenants per tower.
The transaction is expected to contribute approximately $25 to $27 million to site rental gross margin in the first full year of Crown Castle's ownership and be immediately accretive to Adjusted Funds from Operations per share. Crown Castle funded the acquisition with available cash, including cash on hand, cash from borrowings under its revolving credit facility and cash from the sale of approximately 3.5 million net shares of common stock at an average price of $85.52 per share year-to-date.
"Our acquisition of TDC is another successful milestone in our long-term relationship with Berkshire Partners," stated Ben Moreland, Crown Castle's President and Chief Executive Officer. "The TDC acquisition represents an attractive and accretive investment opportunity that further enhances Crown Castle’s portfolio of wireless infrastructure."
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 17,000 small cell nodes supported by approximately 16,000
The Foundation for a Wireless World.
CrownCastle.com
Exhibit 99.1
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. 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 TDC's contribution to our financial results. 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 and its results is included in Crown Castle's filings with the SEC. The term "including," and any variation thereof, means "including, without limitation."
The Foundation for a Wireless World.
CrownCastle.com