CCI Crown Castle Inc

false 0001051470 0001051470 2020-03-31 2020-03-31 0001051470 us-gaap:CommonStockMember 2020-03-31 2020-03-31 0001051470 cci:A6.875MandatoryConvertiblePreferredStockSeriesAMember 2020-03-31 2020-03-31

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): March 31, 2020

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 No.)

1220 Augusta Drive, Suite 600, Houston, Texas 77057-2261

(Address of principal executive offices) (Zip Code)

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

(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Par value		Trading Symbols		Name of each exchange on which registered
Common Stock		$0.01		CCI		New York Stock Exchange
6.875% Mandatory Convertible Preferred Stock, Series A		$0.01		CCI.PRA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 31, 2020, Crown Castle International Corp. (“Company”) entered into an underwriting agreement (“Underwriting Agreement”) with BofA Securities, Inc. and Morgan Stanley & Co. LLC as Representatives for the several Underwriters (“Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $750,000,000 aggregate principal amount of the Company’s 3.300% Senior Notes due 2030 and $500,000,000 aggregate principal amount of the Company’s 4.150% Senior Notes due 2050 in a registered public offering (“Offering”) pursuant to the Company’s shelf registration statement on Form S-3 (Registration File No. 333-223921). For a complete description of the terms and conditions of the Underwriting Agreement, please refer to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.

ITEM 8.01 - OTHER EVENTS

On March 31, 2020, the Company issued a press release announcing the commencement of the Offering. The Company’s press release is filed as Exhibit 99.1 hereto, and is incorporated herein by reference.

On March 31, 2020, the Company issued a press release announcing the pricing of the Offering. The Company’s press release is filed as Exhibit 99.2 hereto, and is incorporated herein by reference.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Index

Exhibit No.				Description
	1.1			Underwriting Agreement, dated March 31, 2020, among the Company and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as Representatives for the several Underwriters
	99.1			Press Release, dated March 31, 2020
	99.2			Press Release, dated March 31, 2020
	104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document