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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): January 6,
2022
Crown Castle International Corp.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-16441 |
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76-0470458 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
8020 Katy Freeway, Houston, Texas 77024-1908
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(713) 570-3000
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(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):
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☐ |
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 par value |
CCI |
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 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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 7.01—REGULATION FD DISCLOSURE
On January 6, 2022, Crown Castle International Corp. ("Crown
Castle") and T-Mobile US, Inc. ("T-Mobile") announced that they
entered into a long-term agreement ("Agreement"). The following are
additional details regarding the Agreement:
•The
12-year Agreement includes contracted new tower leasing activity
and a base escalator that is consistent with historical levels for
Crown Castle’s Towers segment. As a result, Crown Castle expects to
recognize approximately $250 million of additional straight-lined
site rental revenues for full year 2022 for its Towers segment when
compared to the Full Year 2022 Outlook issued on October 20,
2021.
•The
Agreement also includes a contractual commitment by T-Mobile for
35,000 new small cell nodes, including specific commitments in each
of the next five years to enter into contracts associated with
identified small cell locations. The majority of the committed
small cell nodes are expected to be collocated on existing Crown
Castle fiber.
•Crown
Castle anticipates the T-Mobile and Sprint network consolidation
contemplated in the Agreement will result in tower non-renewals in
2025 which are expected to reduce site rental revenues by
approximately $200 million. Except for full year 2025, Crown Castle
expects consolidated annual tower non-renewals to remain in line
with the Company’s historical range of 1% to 2% of annual site
rental revenues.
•Crown
Castle also anticipates the T-Mobile and Sprint network
consolidation will result in small cell non-renewals which are
expected to reduce site rental revenues by approximately $45
million, with the majority occurring in 2023. The financial impact
of the anticipated non-renewals is expected to be offset by
approximately $10 million per year during the corresponding small
cell contract term from the amortization of anticipated upfront
payments to be made by T-Mobile associated with certain of those
non-renewals. Except for full year 2023, Crown Castle expects
consolidated annual small cell non-renewals to remain in line with
the Company’s historical range of 1% to 2% of annual site rental
revenues.
•Crown
Castle’s long-term annual growth target for its common stock
dividend remains 7% to 8%. Due to the network consolidation
non-renewals in 2025 mentioned above, the Company expects its
dividend growth in 2025 to be below its long-term annual
target.
The January 6, 2022 press release announcing the Agreement is
furnished herewith as Exhibit 99.1. The above disclosure does not
purport to be a complete statement of the parties’ rights and
obligations under the Agreement.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Index
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Exhibit No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document |
The information in Item 7.01 of this Current Report on Form 8-K
("Form 8-K") and Exhibit 99.1 attached hereto are furnished as part
of this Form 8-K and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
("Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall such information or exhibit 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.
Cautionary Language Regarding Forward Looking
Statements
This Form 8-K, including Exhibit 99.1 furnished herewith, contain
forward-looking statements that are based on management's current
expectations. Such statements include plans, projections,
expectations and estimates regarding (1) the Agreement, including
any benefits to be derived therefrom, (2) site rental revenues and
the impacts thereon from the Agreement, (3) T-Mobile and Sprint
network consolidation and the impacts thereof, including tower and
small cell non-renewals, (4) collocation on existing Crown Castle
fiber, (5) amortization of upfront payments and (6) our dividends,
dividend targets and dividend growth rate. Such forward-looking
statements are subject to certain risks, uncertainties and
assumptions, including prevailing market conditions. 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
risks 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."
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.
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CROWN CASTLE INTERNATIONAL CORP.
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By: |
/s/ Kenneth J. Simon |
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Name: |
Kenneth J. Simon |
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Title: |
Executive Vice President
and General Counsel |
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Date: January 6, 2022
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