Crown Castle Announces Cash Tender Offer for 9.00% Senior Notes
HOUSTON, Dec 11, 2012 (GlobeNewswire via COMTEX) --
Crown Castle International Corp. ("Crown Castle") (NYSE:CCI) announced today that it has commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 9.00% Senior Notes due 2015 (CUSIP Number 228227 AZ7) (the "Notes").
The Tender Offer is being made upon the terms and conditions in the Offer to Purchase and related Letter of Transmittal dated December 11, 2012. The Tender Offer will expire at 11:59 p.m. (EST) on January 9, 2013, unless extended or terminated as described in the Offer to Purchase (such time and date, as they may be extended, the "Expiration Date").
Holders must validly tender and not subsequently validly withdraw their Notes on or prior to 11:59 p.m. (EST) on December 24, 2012, unless extended or terminated as described in the Offer to Purchase (such time and date, as they may be extended, the "Early Tender Date"), to be eligible to receive the "Total Consideration."
The Total Consideration for each $1,000 principal amount of Notes validly tendered and not subsequently validly withdrawn is $1,062.30, which includes an "Early Tender Premium" of $30.00. Holders validly tendering after the Early Tender Date, but on or prior to the Expiration Date, will be eligible to receive only the "Tender Offer Consideration," which is $1,032.30 for each $1,000 principal amount of Notes, and does not include an Early Tender Premium. In addition, accrued and unpaid interest up to, but not including, the applicable settlement date of the Notes will be payable in cash on all validly tendered and accepted Notes. Validly tendered Notes may be validly withdrawn at any time on or prior to the Early Tender Date, but not thereafter. Notes tendered after the Early Tender Date may not be withdrawn. Crown Castle currently expects that it will exercise its right to optionally redeem any and all Notes not purchased by it in the Tender Offer.
The consummation of the Tender Offer is subject to the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, including the completion of an offering by CC Holdings GS V LLC, Crown Castle's subsidiary, of at least $1,500,000,000 aggregate principal amount of senior notes (the "Notes Financing"), as well as the completion of a $500.0 million increase in Crown Castle's revolving credit facility. Crown Castle has received preliminary commitments to increase its revolving credit facility by an additional $500.0 million, and expects to consummate such increase prior to the closing of the Notes Financing. Subject to the satisfaction or waiver of such conditions, Crown Castle has the right, following the Early Tender Date, to accept for purchase prior to the Final Settlement Date (as defined below), all Notes validly tendered and accepted on or prior to the Early Tender Date (the "Early Settlement Election"). If Crown Castle exercises the Early Settlement Election, the settlement date with respect to Notes validly tendered and accepted on or prior to the Early Tender Date is expected to occur promptly following the Early Tender Date. For any Notes validly tendered and accepted after the Early Tender Date but on or prior to the Expiration Date, or if Crown Castle does not exercise the Early Settlement Election, the settlement date is expected to occur promptly following the Expiration Date (such date, as it may be extended, the "Final Settlement Date").
Crown Castle has retained Morgan Stanley & Co. LLC, Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated to serve as the dealer managers (the "Dealer Managers") for the Tender Offer. Requests for documents may be directed to D.F. King & Co., Inc., the information agent, by telephone at 1-800-967-4617 or in writing at D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005, Attention: Elton Bagley. Questions regarding the Tender Offer may be directed to the Dealer Managers, in care of Morgan Stanley & Co. LLC, at 1-800-624-1808 (toll-free) or (212) 761-1057, or in writing at Morgan Stanley and Co., LLC, Attention: Liability Management, 1585 Broadway, Floor 04, New York, NY 10036.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is being made solely by means of the Offer to Purchase and related Letter of Transmittal dated December 11, 2012. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Crown Castle by the dealer manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
About Crown Castle
Crown Castle owns, operates and leases towers and other infrastructure for wireless communications. Crown Castle offers significant wireless communications coverage to 92 of the top 100 US markets and to substantially all of the Australian population. Crown Castle owns, operates and manages approximately 30,000 and 1,700 wireless communication sites in the US and Australia, respectively. For more information on Crown Castle, please visit www.crowncastle.com.
The Crown Castle International Corp. logo is available a http://www.globenewswire.com/newsroom/prs/ pkgid=3063
Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on our management's current expectations. Such statements include plans, projections and estimates regarding (i) the terms of the Tender Offer relating to the Notes, including timing, (ii) any redemption of Notes not purchased in the Tender Offer and (iii) the contemplated increase to the revolving credit facility. 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 Securities and Exchange Commission. The term "including," and any variation thereof, means "including, without limitation."
This news release was distributed by GlobeNewswire, www.globenewswire.com
SOURCE: Crown Castle International Corp.
CONTACT: Jay Brown, CFO
Fiona McKone, VP - Corporate Finance
Crown Castle International Corp.
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