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United States securities and exchange commission logo
May 6, 2024
Donald J. Reid
Corporate Secretary
Crown Castle Inc.
8020 Katy Freeway
Houston, TX 77024
Re: Crown Castle Inc.
DEFA14A Filed May
3, 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.
Defined terms used herein have the same meaning as in your soliciting
materials.
DEFA14A Filed May 3, 2024
General
1. Refer to the following
statements in the investor presentation:
"As part of its
lawsuit, Boots Capital sought . . . to object to the appointment of our
new CEO Steven
Moskowitz to the Board and its resulting expansion of the Board"
(emphasis added)
(page 26).
"Boots has
interfered with the Fiber review at multiple stages through unneeded
& baseless
litigation . . . by seeking to keep our CEO, a critical input in the review,
off
the Board"
(emphasis added) (page 27).
Please provide support
for these assertions in revised soliciting materials. Where
statements are
recharacterized as opinions or beliefs, support representing an appropriate
factual foundation
should still be provided where the statements appear. See Note (b) to
Exchange Act Rule
14a-9.
2. Refer to our last
comment above. Provide support for your assertions on page 3 of the
Donald J. Reid
Crown Castle Inc.
May 6, 2024
Page 2
investor presentation that "Ted Miller is attempting to gain control
of Crown Castle . . ."
and "install himself as Executive Chair, or Chair in some capacity."
Please revise to
provide support, given that Mr. Miller is only seeking a minority of
Board seats.
3. Refer to our comments above and to the assertions on page 27 of the
investor presentation
to the effect that Boots Capital's claimed buyers and financing
sources are illusory. Please
provide support for these assertions in revised soliciting materials,
and avoid making them
in any future materials without providing adequate support.
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.
FirstName LastNameDonald J. Reid Sincerely,
Comapany NameCrown Castle Inc.
Division of
Corporation Finance
May 6, 2024 Page 2 Office of
Mergers & Acquisitions
FirstName LastName