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): April 26, 2016
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, TX |
77057 | |
| (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)) |
ITEM 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 26, 2016, Crown Castle International Corp. (“Company”) entered into an underwriting agreement (“Underwriting Agreement”) with Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Morgan Stanley & Co. LLC, SunTrust Robinson Humphrey, Inc., and TD Securities (USA) LLC, as representatives for the several underwriters (“Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $250 million aggregate principal amount of the Company’s 3.400% Senior Notes due 2021 (“Additional 2021 Notes”) and $750 million aggregate principal amount of the Company’s 3.700% Senior Notes due 2026 in a registered public offering (“Offering”) pursuant to the Company’s shelf registration statement on Form S-3 (Registration File No. 333-203074). The Additional 2021 Notes will be issued as additional notes under the same indenture as the Company’s 3.400% Senior Notes due 2021 that were originally issued on February 8, 2016, and, as such, will form a single series with, have the same terms as, and trade interchangeably with, such previously issued 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 April 26, 2016, 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 April 26, 2016, 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 No. |
Description | |
| 1.1 | Underwriting Agreement, dated April 26, 2016, among Crown Castle International Corp. and Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Morgan Stanley & Co. LLC, SunTrust Robinson Humphrey, Inc., and TD Securities (USA) LLC, as representatives for the several underwriters | |
| 99.1 | Press Release, dated April 26, 2016 | |
| 99.2 | Press Release, dated April 26, 2016 | |
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.
| CROWN CASTLE INTERNATIONAL CORP. | ||
| By: | /s/ Kenneth J. Simon | |
| Name: | Kenneth J. Simon | |
| Title: | Senior Vice President and General Counsel | |
Date: April 26, 2016
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated April 26, 2016, among Crown Castle International Corp. and Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Morgan Stanley & Co. LLC, SunTrust Robinson Humphrey, Inc., and TD Securities (USA) LLC, as representatives for the several underwriters | |
| 99.1 | Press Release, dated April 26, 2016 | |
| 99.2 | Press Release, dated April 26, 2016 | |