View:
United States securities and exchange commission logo
April 2, 2024
Donald J. Reid
Corporate Secretary
Crown Castle Inc.
8020 Katy Freeway
Houston, TX 77024
Re: Crown Castle Inc.
PREC14A Filed March
25, 2024
File No. 001-16441
Dear Donald J. Reid:
We have reviewed your
filing and have the following comments.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used herein have the same meaning as in your proxy
statement.
PREC14A Filed March 25, 2024
General
1. In Appendix C, please
disclose the beneficial ownership (if any) of the Participants'
associates, who are
mentioned on pages C-5 and C-6, in any securities of the Company as
well as the name and
address of each such associate. See Item 5(b)(1)(ix) of Schedule
14A.
2. On the preliminary
proxy card and on page 95 of the Proxy Statement, you indicate that
the proxy card will be
voted based on the Board s recommendations if the proxy card is
properly executed and
delivered, but does not specify voting instructions. Please revise to
clarify whether you are
describing an entirely unmarked, but signed proxy card, or one
that is signed and
marked as to other matters but not marked as to the particular proposal
addressed in your
disclosure.
Background to the Solicitation, page 8
3. We note on page 8 of
the Proxy Statement, under the heading Ted Miller s Initial
Donald J. Reid
Crown Castle Inc.
April 2, 2024
Page 2
Outreach and Solicitation of Business from the Company, that in May
2023, Mr. Miller
contacted representatives of the Company to solicit potential business
from the Company
on behalf of Visual Intelligence. Please revise this section to
disclose whether Visual
Intelligence had any preexisting business relationship with the
Company, and if so, the
extent of that relationship.
4. We note on page 12 of the Proxy Statement, under the heading The
Fiber Review
Committee s Strategic Review, that the Fiber Review Committee
discussed the Boots
Group s proposal at its initial meeting on January 10, 2024. Please
expand this section to
reflect any subsequent discussions of the Boots Group s proposal by
the Fiber Review
Committee, including its assessment of such proposal.
5. We note on page 15 of the Proxy Statement that Elliott agreed to
irrevocably waive certain
provisions of the Cooperation Agreement, as amended, on March 14,
2024. We also note
that a Form 8-K was filed by the Company on December 20, 2023 and
March 4, 2024
disclosing the Company s entry into the Cooperation Agreement and a
subsequent
amendment to the Cooperation Agreement, respectively. Please advise us
in your response
letter why the Company did not file an Item 1.01 Form 8-K reporting
the March 2024
Waiver.
Reasons for the Board's Recommendation to Vote for the Company Nominees, page
19
6. On page 20 of the Proxy Statement, you refer to one or more of the
Company Nominees
as being direct [representatives] from one of the Company s
largest stockholders. Please
revise to identify this stockholder and disclose the beneficial
ownership of such
stockholder, or cross-reference the beneficial ownership table on page
88 of the Proxy
Statement if they are included therein.
Information About the Annual Meeting, page 93
7. On page 98 of the Proxy Statement, you describe a broker non-vote
and its effects on
the various proposals to be presented at the Annual Meeting. Please
revise this disclosure
to clarify that when a broker provides the Boots Group s proxy
materials to a beneficial
FirstName LastNameDonald J. Reid
owner, broker non-votes (1) will not be considered votes cast on
Proposal 2, (2) will
Comapany
haveNameCrown
no effect on Castle Inc. of Proposal 2, and (3) will not be
counted in determining
the outcome
April 2,whether a quorum
2024 Page 2 exists at the Annual Meeting in those circumstances.
FirstName LastName
Donald J. Reid
FirstName LastNameDonald J. Reid
Crown Castle Inc.
Comapany
April NameCrown Castle Inc.
2, 2024
April 32, 2024 Page 3
Page
FirstName LastName
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Shane Callaghan at 202-551-6977 or
Christina Chalk at
202-551-3263.
Sincerely,
Division of
Corporation Finance
Office of Mergers &
Acquisitions