Crown Castle International Corp. (NYSE:CCI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On July18, 2017, the Company entered into a commitment letter (“Commitment Letter”) with Morgan Stanley Senior Funding, Inc., Bank of America, N.A. and Merrill Lynch, Pierce, Fenner& Smith Incorporated (such financial institutions being referred to collectively as the “Commitment Parties”), to which the Commitment Parties committed to provide up to $7.1 billion in senior unsecured bridge loans to ensure financing for the Lightower Acquisition and to pay related fees and expenses. Following receipt of the proceeds from the previously announced offerings of 41,150,000 shares of the Company’s common stock at $96 per share and 1,650,000 shares of the Company’s Mandatory Convertible Preferred Stock, Series A, at $1,000 per share and the Debt Offering, the Company determined that it had adequate cash resources and undrawn availability under its revolving credit facility to fund the cash consideration payable in connection with the Lightower Acquisition and, on August1, 2017, terminated the Commitment Letter and the commitments thereunder. In addition, the Company’s previously announced commitment letter in respect of a “backstop” senior unsecured credit facility terminated in accordance with its terms on July26, 2017. Some of the Commitment Parties (and their respective subsidiaries or affiliates) have in the past provided, and may in the future provide, investment banking, underwriting, lending, commercial banking, trust and other advisory services to the Company and its subsidiaries for which they have received and may in the future receive compensation.
| Item 1.01. | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
The information in Item 1.01 is incorporated herein by reference.
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 and for the three months ended March31, 2017 as Exhibit 12.1 to this Current Report on Form 8-K.
| Item 1.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
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Exhibit No. |
Description |
| 4.1 | Ninth Supplemental Indenture dated August 1, 2017, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 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 Notes (including the consent required with respect thereto) |
| 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 Exhibit12.1 previously filed by the Registrant on Form 8-K on July 26, 2017) |
| 23.1 | Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1) |
CROWN CASTLE INTERNATIONAL CORP ExhibitEX-4.1 2 d430589dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 EXECUTION VERSION CROWN CASTLE INTERNATIONAL CORP.,…To view the full exhibit click here
