ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 8, 2021, Crown Castle International Corp. (“Company”) entered into an underwriting agreement (“Underwriting Agreement”) with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as Representatives for the several Underwriters (“Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $1,000,000,000 aggregate principal amount of the Company’s 1.050% Senior Notes due 2026, $1,000,000,000 aggregate principal amount of the Company’s 2.100% Senior Notes due 2031 and $1,250,000,000 aggregate principal amount of the Company’s 2.900% Senior Notes due 2041 in a registered public offering (“Offering”) pursuant to the Company’s shelf registration statement on Form S-3 (Registration File No. 333-223921). The Company intends to use the net proceeds of the Offering to (1) redeem or repurchase all of its outstanding 5.250% Senior Notes due 2023, (2) repay approximately $400 million of the outstanding indebtedness under its commercial paper program, (3) repay $1 billion of borrowings under its Senior Unsecured Term Loan A Facility and (4) pay fees and expenses related to the foregoing.
On February 8, 2021, the Company delivered a notice of redemption in respect of its 5.250% Senior Notes due 2023, which provides that all such notes will, conditional upon the closing of the Offering (which is expected to occur on February 16, 2021), be redeemed by the Company on March 10, 2021, in accordance with the indenture governing such notes. 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 February 8, 2021, 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 February 8, 2021, 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 February 8, 2021, among the Company and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as Representatives for the several Underwriters |
| |
| 99.1 | | Press Release, dated February 8, 2021 |
| |
| 99.2 | | Press Release, dated February 8, 2021 |
| |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
Cautionary Language Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are based on current expectations of management of the Company. Such statements include plans, projections and estimates regarding the proposed offering, including the net proceeds therefrom, the use of such proceeds and the anticipated closing date. 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.
