CCI Crown Castle Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 16, 2015

 

 

Crown Castle International Corp.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		001-16441		76-0470458
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1220 Augusta Drive

Suite 600

Houston, TX 77057

(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (713) 570-3000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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ITEM 7.01 – REGULATION FD DISCLOSURE

On February 16, 2015, Crown Castle International Corp. (“Company”) issued a press release announcing that the Company plans to explore the potential sale of its Australian subsidiary. The February 16, 2015 press release is furnished herewith as Exhibit 99.1 to this Form 8-K.

On February 17, 2015, the Company issued a press release announcing the declaration of a quarterly dividend of $0.82 per share of Company common stock, par value $0.01 per share, payable on March 31, 2015 to stockholders of record at the close of business on March 20, 2015. The February 17, 2015 press release is furnished herewith as Exhibit 99.2 to this Form 8-K.

 

ITEM 9.01

- FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

As described in Item 7.01 of this Report, the following exhibits are furnished as part of this Current Report on Form 8-K:

 

Exhibit No.		Description
99.1		Press Release dated February 16, 2015
99.2		Press Release dated February 17, 2015

The information in Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 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.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 17, 2015

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated February 16, 2015
99.2		Press Release dated February 17, 2015

 

3

Exhibit 99.1

 

						NEWS RELEASE
						February 16, 2015

 

 

 

				Contacts:		Jay Brown, CFO
						Son Nguyen, VP - Corporate Finance
FOR IMMEDIATE RELEASE						Crown Castle International Corp.
						713-570-3050

CROWN CASTLE EXPLORING

SALE OF ITS AUSTRALIAN SUBSIDIARY

February 16, 2015 - HOUSTON, TEXAS - Crown Castle International Corp. (NYSE: CCI) (“Crown Castle”) announced today that it plans to explore the potential sale of its Australian subsidiary (“CCAL”).

“In light of recent unsolicited offers we have received for our interest in CCAL, we have determined that fully exploring the options available to us will ensure the best long-term results for our shareholders,” stated Ben Moreland, Crown Castle’s President and Chief Executive Officer. “Similar to our US business, CCAL has developed into a leading wireless infrastructure provider in the attractive Australian market with a unique portfolio of assets and platform for future growth and expansion.”

CCAL is the largest independent tower operator in Australia. Crown Castle owns 77.6% of CCAL and has an intercompany loan of approximately A$306 million due from CCAL as of December 31, 2014. CCAL is expected to contribute approximately 4% to 5% to the midpoint of Crown Castle’s previously provided full year 2015 Outlook for Adjusted EBITDA of US$2.15 billion and AFFO of US$1.46 billion. Crown Castle’s full year 2015 Outlook was previously provided on January 21, 2015 and assumed an exchange rate of 0.81 US dollars to 1.0 Australian dollar.

There can be no assurance that the exploration of a potential sale will result in the consummation of any specific action. Crown Castle does not intend to discuss developments with respect to the exploration of a sale unless or until its Board of Directors reviews and approves a specific action or otherwise deems further disclosure is appropriate or required.

ABOUT CCAL

Since its establishment in 2000, CCAL has grown to become the largest independent tower operator in Australia with a nationwide portfolio of approximately 1,800 sites providing significant wireless communications coverage to substantially all Australians throughout all States and Territories. Crown Castle Australia’s customers include major mobile telecommunications carriers such as Optus, Telstra and Vodafone Hutchison Australia; wireless broadband service providers such as NBN Co.; and key emergency service network providers.

 

The Foundation for a Wireless World.

CrownCastle.com

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News Release continued:		Page 2

 

ABOUT CROWN CASTLE

Crown Castle provides wireless carriers with the infrastructure they need to keep people connected and businesses running. With approximately 40,000 towers and 14,000 small cell nodes supported by approximately 7,000 miles of fiber, Crown Castle is the nation’s largest provider of shared wireless infrastructure with a significant presence in the top 100 US markets. In addition, Crown Castle operates approximately 1,800 towers in Australia. For more information on Crown Castle, please visit www.crowncastle.com.

Cautionary Language Regarding Forward-Looking Statements

This press release contains forward-looking statements that are based on Crown Castle management’s expectations. Such statements include plans, projections and estimates regarding (1) a potential sale of CCAL, (2) CCAL’s contribution to Crown Castle’s financial or operating results, (3) US dollar to Australian dollar exchange rate, and (4) discussions of potential CCAL sale developments. 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 press release includes discussions of certain non-GAAP financial measures. Tables reconciling these non-GAAP financial measures are available in the Supplemental Information Package in the Investor section of the company’s website at www.crowncastle.com.

 

The Foundation for a Wireless World.

CrownCastle.com

Exhibit 99.2

 

						NEWS RELEASE
						February 17, 2015

 

 

 

				Contacts:		Jay Brown, CFO
						Son Nguyen, VP - Corporate Finance
FOR IMMEDIATE RELEASE						Crown Castle International Corp.
						713-570-3050

CROWN CASTLE DECLARES

QUARTERLY COMMON STOCK DIVIDEND

Feb. 17, 2015 - HOUSTON, TEXAS - Crown Castle International Corp. (NYSE: CCI) (“Crown Castle”) announced today that its Board of Directors has declared a quarterly cash dividend of $0.82 per common share. The quarterly dividend will be payable on March 31, 2015 to common stockholders of record at the close of business on March 20, 2015. Future dividends are subject to the approval of the Company’s Board of Directors.

ABOUT CROWN CASTLE

Crown Castle provides wireless carriers with the infrastructure they need to keep people connected and businesses running. With approximately 40,000 towers and 14,000 small cell nodes supported by approximately 7,000 miles of fiber, Crown Castle is the nation’s largest provider of shared wireless infrastructure with a significant presence in the top 100 US markets. In addition, Crown Castle operates approximately 1,800 towers in Australia. For more information on Crown Castle, please visit www.crowncastle.com.

 

The Foundation for a Wireless World.

CrownCastle.com