Crown Castle International Corp. (NYSE:CCI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
(d) Exhibits
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Exhibit No. |
Description |
| 2.1 | Agreement and Plan of Merger, dated as of July 18, 2017, by and among Crown Castle International Corp., LTS Group Holdings, LLC, Berkshire Fund VII-A (LTS) Acquisition Partners, Berkshire Fund VIII-A (LTS) Acquisition Partners, LTS Berkshire Fund VII-A Blocker Corporation, LTS Berkshire Fund VIII-A Blocker Corporation, LTS Co-Invest Blocker LLC, LTS Co-Invest Blocker II LLC, LTS Rollover Blocker LLC, LTS BF VII-A Blocker Merger Sub, Inc., LTS BF VIII-A Blocker Merger Sub, Inc., LTS Co-Invest Blocker Merger Sub, Inc., LTS Co-Invest Blocker II Merger Sub, Inc., LTS Rollover Blocker Merger Sub, Inc., LTS Group Holdings Merger Sub, Inc. and BSR LLC, as equityholders’ representative |
| 10.1 | Commitment Letter, dated as of July 18, 2017, among Crown Castle International Corp., Morgan Stanley Senior Funding, Inc., Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| 23.1 | Consent of Deloitte & Touche LLP |
| 99.1 | Press Release announcing the Company’s agreement to acquire LTS Group Holdings LLC, dated July18,2017 |
| 99.2 | Consolidated financial statements as of and for the year ended December 31, 2016 for LTS Group Holdings LLC |
The information in this Current Report on Form 8-K furnished to Item 1.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “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.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are based on Crown Castle management’s current expectations. Such forward-looking statements include plans, projections and estimates regarding the anticipated Lightower acquisition, including timing and anticipated financing thereof. 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.”
CROWN CASTLE INTERNATIONAL CORP ExhibitEX-2.1 2 d417519dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG LTS GROUP HOLDINGS LLC,…To view the full exhibit click here