Crown Castle International Corp. (NYSE:CCI) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Offering of Common Stock
On April25, 2017, Crown Castle International Corp. (Company)
entered into an underwriting agreement (Equity Underwriting
Agreement) with Barclays Capital Inc., RBC Capital Markets LLC,
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as
the several underwriters (Equity Underwriters), to which the
Company agreed to issue and sell to the Equity Underwriters an
aggregate of 4,750,000 shares of the Companys common stock, par
value $0.01 per share (Common Stock), in a registered public
offering (Equity Offering) to the Companys shelf registration
statement on Form S-3 (Registration File No.333-203074) (Shelf
Registration Statement). For a complete description of the terms
and conditions of the Equity Underwriting Agreement, please refer
to the Equity Underwriting Agreement, which is filed as
Exhibit1.1 hereto, and is incorporated herein by
reference.
On May1, 2017, the
Company closed the Equity Offering. The Company intends to use
the net proceeds from the Equity Offering for general corporate
purposes, which may include the funding of acquisitions,
including the proposed acquisition of Wilcon Holdings LLC (Wilcon
Acquisition), discretionary investments and the repayment or
repurchase of outstanding indebtedness. The Equity Offering is
not contingent upon the consummation of the Wilcon
Acquisition.
Offering of
Senior Notes
On April26, 2017,
the Company entered into an underwriting agreement (Debt
Underwriting Agreement) with Merrill Lynch, Pierce, Fenner Smith
Incorporated , Credit Agricole Securities (USA) Inc., J.P. Morgan
Securities LLC, Morgan Stanley Co. LLC and SunTrust Robinson
Humphrey, Inc., as representatives for the several underwriters
(Debt Underwriters), to which the Company agreed to issue and
sell to the Debt Underwriters $350,000,000million aggregate
principal amount of the Companys 4.750% Senior Notes due 2047
(Notes) in a registered public offering (Debt Offering) to the
Shelf Registration Statement. For a complete description of the
terms and conditions of the Debt Underwriting Agreement, please
refer to the Debt Underwriting Agreement, which is filed as
Exhibit1.2 hereto, and is incorporated herein by
reference.
On May1, 2017, the
Company closed the Debt Offering. The Notes were issued to an
indenture dated as of April15, 2014 (Base Indenture), between the
Company and The Bank of New York Mellon Trust Company, N.A., as
trustee (Trustee), as supplemented by the second supplemental
indenture dated as of December15, 2014 (Second Supplemental
Indenture), between the Company and the Trustee, and the eighth
supplemental indenture dated as of May1, 2017 (Eighth
Supplemental Indenture and, together with the Base Indenture and
the Second Supplemental Indenture, Indenture), between the
Company and the Trustee. The Company intends to use the net
proceeds from the Debt Offering for general corporate purposes,
which may include the funding of acquisitions, including the
proposed Wilcon Acquisition, discretionary investments and the
repayment or repurchase of outstanding indebtedness. The Debt
Offering is not contingent upon the consummation of the Wilcon
Acquisition.
The Notes are
senior unsecured obligations of the Company, which rank equally
with all existing and future senior indebtedness, including the
Companys obligations under its senior unsecured credit facility,
and senior to all future subordinated indebtedness of the
Company. The Notes will effectively rank junior to all of the
Companys secured indebtedness to the extent of the value of the
assets securing such indebtedness. The Notes will be structurally
subordinated to all existing and future liabilities and
obligations of the Companys subsidiaries. The Notes will bear
interest at a rate of 4.750% per annum, payable semi-annually on
May15 and November15, to persons who are registered holders of
the Notes on the immediately preceding May1 and November1,
beginning on May1, 2017.
The Indenture
limits the ability of the Company and its subsidiaries to incur
certain liens and merge with or into other companies, in each
case subject to certain exceptions and qualifications set forth
in the Indenture.
In the event of a
Change of Control Triggering Event (as defined in the Indenture),
holders of the Notes will have the right to require the Company
to repurchase all or any part of the Notes at a purchase price
equal to 101% of the aggregate principal amount of such Notes,
plus accrued and unpaid interest, if any, to the date of such
repurchase.
The Notes will
mature on May15, 2047. However, the Company, at its option, may
redeem some or all of the Notes at any time or from time to time
prior to their maturity. If the Company elects to redeem the
Notes prior to November15, 2046 (the date that is six months
prior to their maturity date), the Company will pay a redemption
price equal to 50% of the principal amount of the Notes redeemed
plus a make-whole premium and accrued and unpaid interest, if
any. If the Company elects to redeem the Notes on or after
November15, 2046 (the date that is six months prior to their
maturity date), the Company will pay a redemption price equal to
50% of the principal amount of the Notes redeemed plus accrued
and unpaid interest, if any.
The above
description of the Indenture does not purport to be a complete
statement of the parties rights and obligations under the
Indenture and is qualified in its entirety by reference to the
terms of the Indenture. The Company is filing the Eighth
Supplemental Indenture as Exhibit 4.1 to this report, which
exhibit is incorporated herein by reference.
ITEM2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information in
Item 1.01 under the heading Offering of Senior Notes is
incorporated herein by reference.
ITEM8.01
OTHER EVENTS
In connection with
the Debt Offering, the Company is filing the Computation of Ratio
of Earnings to Fixed Charges and Earnings to Combined Fixed
Charges and Dividends on Preferred Stock and Losses on Purchases
of Preferred Stock for each of the five years ended December31,
2016 as Exhibit12.1 to this Current Report on Form8-K.
ITEM9.01
FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement, dated April25, 2017, among Crown Castle International Corp. and Barclays Capital Inc., RBC Capital Markets LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as the several underwriters |
|
| 1.2 |
Underwriting Agreement, dated April26, 2017, among Crown Castle International Corp. Merrill Lynch, Pierce, Fenner Smith Incorporated , Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley Co. LLC and SunTrust Robinson Humphrey, Inc., as representatives for the several underwriters |
|
| 4.1 |
Eighth Supplemental Indenture dated May1, 2017, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee |
|
| 5.1 |
Opinion of Cravath, Swaine Moore LLP, relating to the Companys Common Stock |
|
| 5.2 | Opinion of Cravath, Swaine Moore LLP, relating to the Notes | |
| 8.1 |
Opinion of Cravath, Swaine Moore LLP as to certain tax matters relating to the Companys Common Stock |
|
| 8.2 |
Opinion of Skadden, Arps, Slate, Meagher Flom LLP as to certain tax matters relating to the Companys Common Stock |
|
| 12.1 |
Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Dividends on Preferred Stock and Losses on Purchases of Preferred Stock (Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-K (File No.001-16441) for the year ended December31, 2016) |
|
| 23.1 |
Consent of Cravath, Swaine Moore LLP (included in Exhibit 5.1) |
|
| 23.2 |
Consent of Cravath, Swaine Moore LLP (included in Exhibit 5.2) |
|
| 23.3 |
Consent of Cravath, Swaine Moore LLP (included in Exhibit 8.1) |
|
| 23.4 |
Consent of Skadden, Arps, Slate, Meagher Flom LLP (included in Exhibit 8.2) |
Crown Castle International Corp. (NYSE:CCI) Recent Trading Information
Crown Castle International Corp. (NYSE:CCI) closed its last trading session up +0.09 at 94.69 with 1,821,318 shares trading hands.