PROSPECTUS SUPPLEMENT
(To Prospectus dated March 26, 2018)
$1,250,000,000
Crown Castle International Corp.
$750,000,000 3.300% Senior Notes due 2030
$500,000,000 4.150% Senior Notes due 2050
We are offering
$750,000,000 aggregate principal amount of 3.300% Senior Notes due 2030 (2030 notes) and $500,000,000 aggregate principal amount of 4.150% Senior Notes due 2050 (2050 notes and, together with the 2030 notes,
notes). The 2030 notes will bear interest at a rate of 3.300% per year and the 2050 notes will bear interest at a rate of 4.150% per year, each payable on January 1 and July 1 of each year, beginning on July 1,
2020. The 2030 notes will mature on July 1, 2030 and the 2050 notes will mature on July 1, 2050.
We intend to use the net
proceeds from this offering to repay outstanding indebtedness under the Revolver (as defined in Capitalization). See Use of Proceeds.
At our option, we may redeem some or all of the notes of a series at any time or from time to time prior to their maturity at the specified
redemption price for such series described under Description of NotesOptional Redemption. If we experience specific kinds of changes in control, we must offer to repurchase the notes. See Description of NotesRepurchase
of Notes upon a Change of Control Triggering Event.
The notes will be senior unsecured obligations of Crown Castle International
Corp. (CCIC) and will rank equally with all of CCICs existing and future senior indebtedness, including CCICs obligations under the Credit Facility (as defined in Capitalization), the CP Program (as defined in
Capitalization) and CCICs existing bonds, and senior to all of CCICs future subordinated indebtedness. The notes will effectively rank junior to all of our 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 our subsidiaries. Our subsidiaries will not be guarantors of the notes.
For a more detailed description of the notes, see Description of Notes, beginning on page S-15 of this prospectus supplement.
We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation system.
Investing in the notes involves risks. See Risk Factors beginning on page S-6 of this prospectus supplement, page 3 of the accompanying prospectus and page 10 of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, as updated by reports and documents we file with the Securities and Exchange Commission that are incorporated by reference herein.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
2030
note
|
|
|
Total
2030
notes
|
|
|
Per
2050
note
|
|
|
Total
2050
notes
|
|
Price to the public(1)
|
|
|
99.179
|
%
|
|
$
|
743,842,500
|
|
|
|
98.900
|
%
|
|
$
|
494,500,000
|
|
Underwriting discounts
|
|
|
0.650
|
%
|
|
$
|
4,875,000
|
|
|
|
0.875
|
%
|
|
$
|
4,375,000
|
|
Proceeds to Crown Castle International Corp. (before expenses)(1)
|
|
|
98.529
|
%
|
|
$
|
738,967,500
|
|
|
|
98.025
|
%
|
|
$
|
490,125,000
|
|
(1)
|
Plus accrued interest, if any, from April 3, 2020.
|
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of
its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, as operator of the Euroclear System, against payment on or about April 3, 2020.
Joint
Book-Running Managers
|
|
|
BofA Securities
|
|
Morgan Stanley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barclays
|
|
BNP PARIBAS
|
|
Citigroup
|
|
COMMERZBANK
|
|
Credit Agricole CIB
|
|
Deutsche Bank Securities
|
|
Fifth Third Securities
|
|
J.P. Morgan
|
|
Mizuho Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MUFG
|
|
PNC Capital Markets LLC
|
|
RBC Capital
Markets
|
|
Scotiabank
|
|
SMBC Nikko
|
|
SOCIETE
GENERALE
|
|
SunTrust
Robinson
Humphrey
|
|
TD Securities
|
Co-Managers
|
|
|
|
|
Citizens Capital Markets
|
|
US Bancorp
|
|
Wells Fargo Securities
|
Prospectus Supplement dated March 31, 2020