<PAGE>
As filed with the Securities and Exchange Commission on October 22, 1999
Registration No. 333-87765
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
CROWN CASTLE INTERNATIONAL CORP.
(Exact name of Registrant as specified in its charter)
Delaware 4899 76-0470458
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Number) Identification Number)
incorporation or
organization)
---------------
Mr. Charles C. Green, III
510 Bering Drive
Suite 500
Houston, Texas 77057
(713) 570-3000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------
Copies to:
Stephen L. Burns, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
---------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Subject to Completion
October 22, 1999
PROSPECTUS
CROWN
[LOGO] CASTLE
INTERNATIONAL
CROWN CASTLE INTERNATIONAL CORP.
-------------
OFFER TO EXCHANGE
UP TO $125,000,000 PRINCIPAL UP TO $260,000,000 PRINCIPAL AMOUNT AT
AMOUNT OUTSTANDING MATURITY OUTSTANDING
9 1/2% SENIOR NOTES DUE 2011 11 1/4% SENIOR DISCOUNT NOTES DUE 2011
FOR
A LIKE PRINCIPAL AMOUNT AT MATURITY OF
FOR REGISTERED 11 1/4% SENIOR DISCOUNT NOTES DUE
A LIKE PRINCIPAL AMOUNT OF 2011
REGISTERED 9 1/2% SENIOR
NOTES DUE 2011
The new 9 1/2% Senior Notes Due 2011 and new 11 1/4% Senior Discount Notes
Due 2011 will be free of the transfer restrictions that apply to our
outstanding, unregistered 9 1/2% Senior Notes Due 2011 and 11 1/4% Senior
Discount Notes Due 2011 that you currently hold, but will otherwise have
substantially the same terms as these outstanding old notes. This offer will
expire at 5:00 p.m., New York City time, on November 22, 1999, unless we extend
it. The new notes will not trade on any established exchange.
-------------
Please see "Risk Factors" beginning on page 12 for a discussion of certain
factors you should consider in connection with the exchange offer.
-------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the new notes or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
-------------
The date of this prospectus is October 22, 1999.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission relating to these securities is effective.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More
Information........................ ii
Incorporation of Documents by
Reference.......................... ii
Prospectus Summary.................. 1
Risk Factors........................ 12
Use of Proceeds..................... 22
Selected Financial and Other Data of
CCIC............................... 23
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
The Exchange Offer............... 26
Description of Notes............. 34
Certain U.S. Federal Income Tax
Considerations................. 75
Plan of Distribution............. 75
Legal Matters.................... 76
Experts.......................... 76
Certain Currency Translations.... 76
</TABLE>
i
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings and other information regarding
issuers are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the
SEC at the SEC's following public reference facilities:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
</TABLE>
Copies of these documents may also be obtained at prescribed rates by writing
to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. Please call 1-800-SEC-0330 for further
information on the operations of the public reference facilities. Our SEC
filings are also available at the offices of The Nasdaq Stock Market at 1735 K
Street, N.W., Washington, D.C. 20006.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with
them into this prospectus, which means that:
. incorporated documents are considered part of this prospectus;
. we can disclose important business and financial information about us,
that is not included in or delivered with this prospectus, to you by
referring you to those other documents; and
. information contained in later-dated documents will supplement, modify
or supersede, as applicable, the information contained in earlier-dated
documents, and information that we subsequently file with the SEC will
automatically update and supersede this incorporated information.
We incorporate by reference into this prospectus the documents listed below,
as amended and supplemented, and all documents filed by us with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this prospectus and prior to the time that the exchange offer made
hereby is completed:
. our annual report on Form 10-K for the fiscal year ended December 31,
1998;
. our quarterly report on Form 10-Q for the quarterly period ended March
31, 1999;
. our quarterly report on Form 10-Q for the quarterly period ended June
30, 1999;
. our current report on Form 8-K dated March 8, 1999;
. our current report on Form 8-K dated March 15, 1999;
. our current report on Form 8-K dated March 31, 1999;
. our current report on Form 8-K dated June 9, 1999, as amended by our
current report on Form 8-K/A dated June 9, 1999;
. our current report on Form 8-K dated July 12, 1999;
. our current report on Form 8-K dated July 22, 1999; and
. our current report on Form 8-K dated September 14, 1999.
ii
<PAGE>
You can obtain any of the filings incorporated by reference into this
document through us or from the SEC through the SEC's web site or at the
addresses listed above. Documents incorporated by reference into this
prospectus, except for any exhibits to those documents that are not expressly
incorporated by reference into those documents, are available from us without
charge by requesting them in writing or by telephone at the following address
and telephone number:
Crown Castle International Corp.
510 Bering Drive
Suite 500
Houston, TX 77057
Attention: Kathy Broussard, Corporate Secretary
Telephone: (713) 570-3100.
If you request any incorporated documents from us, we will mail them to you
by first class mail, or by another equally prompt means, within one business
day after we receive your request. However, in order to obtain timely delivery
of these documents, you must make your request no later than five business days
before the expiration date of the exchange offer.
Unless the context requires otherwise, all references in this document to
"this prospectus" include all documents incorporated by reference into this
prospectus.
iii
<PAGE>
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus or
incorporated by reference into this prospectus. This summary may not contain
all the information that is important to you. We encourage you to read this
entire prospectus carefully.
The Company
We are a leading owner and operator of towers and transmission networks for
wireless communications and broadcast companies. After giving effect to the
completion of the recent and proposed transactions we describe in this
prospectus, as of June 30, 1999, we owned or managed 7,251 towers, including
5,402 towers in the United States and Puerto Rico and 1,849 towers in the
United Kingdom. Our customers currently include many of the world's major
wireless communications and broadcast companies, including Bell Atlantic
Mobile, BellSouth Mobility, AT&T Wireless, Nextel and the British Broadcasting
Corporation.
Our strategy is to use our leading domestic and international position to
capture the growing opportunities to consolidate ownership of existing towers
and to build new towers created by:
. the transfer to third parties, or outsourcing, of tower ownership and
management by major wireless carriers;
. the need for existing wireless carriers to expand coverage and improve
capacity;
. the additional demand for towers created by new entrants into the
wireless communications industry;
. the privatization of state-run broadcast transmission networks; and
. the introduction of new digital broadcast transmission technology and
other wireless technologies.
Our two main businesses are leasing antenna space on wireless and broadcast
towers that can accommodate multiple tenants and operating networks that
transmit analog and digital broadcast signals, or broadcast transmission
networks. We also provide related services to our customers. We believe that
our full service capabilities are a key competitive advantage in forming
strategic partnerships to acquire large concentrations of towers, or tower
clusters, and in winning contracts for new tower construction.
Our primary business in the United States is the leasing of antenna space to
wireless carriers. After completion of the recent and proposed transactions we
describe in this prospectus, we will have tower clusters in 26 of the 50
largest U.S. metropolitan areas, 23 of which are east of the Mississippi river.
Our primary business in the United Kingdom is the operation of television and
radio broadcast transmission networks. We also lease antenna space to wireless
operators in the United Kingdom on the towers we acquired from the BBC and from
various wireless carriers. Since completing the One2One transaction described
in this prospectus, we now have nationwide broadcast and wireless coverage in
the United Kingdom.
Our principal executive offices are located at 510 Bering Drive, Suite 500,
Houston, Texas 77057, and our telephone number is (713) 570-3000.
1
<PAGE>
Growth Strategy
Our objective is to become the premier global owner and operator of towers
and transmission networks for wireless communications and broadcast companies.
Our experience in expanding and marketing our tower clusters, as well as our
experience in operating analog and digital broadcast transmission networks,
positions us to accomplish this objective. The key elements of our growth
strategy are to:
. Maximize utilization of our tower capacity.
. Utilize the expertise of our U.S. and U.K. personnel to capture global
growth opportunities.
. Partner with wireless carriers to assume ownership of their existing
towers.
. Build new towers for wireless carriers and broadcasters.
. Acquire existing broadcast transmission networks.
. Continue to decentralize our management functions.
Recent and Proposed Transactions
We have recently completed or entered into agreements to complete the
transactions described below. Completion of these transactions has and will
continue to result in a significant increase in the size of our operations and
the number of towers that we own and manage. The agreements governing the
transactions that have not yet been closed or that are closing over a series of
closings include a number of important conditions. Therefore, we cannot
guarantee that we will close any of the proposed transactions on the terms
currently contemplated or at all.
Bell Atlantic Joint Venture
On March 31, 1999, we completed the formation of a joint venture with Bell
Atlantic Mobile to own and operate approximately 1,458 towers. These towers
represent substantially all the towers in Bell Atlantic's wireless network in
the eastern and southwestern United States, including markets such as New York,
Philadelphia, Boston, Washington, D.C. and Phoenix. The joint venture will also
build and own the next 500 towers to be built for Bell Atlantic's wireless
communications business. Bell Atlantic leases antenna space on the 1,458 towers
transferred to the joint venture and will lease antenna space on the towers
that the joint venture builds for Bell Atlantic.
BellSouth Transaction
On June 1, 1999, we entered into an agreement with BellSouth to control and
operate, through a sublease, approximately 1,850 towers. These towers represent
substantially all the towers in BellSouth's wireless network in the
southeastern and midwestern United States, including markets such as Miami,
Atlanta, Tampa, Nashville and Indianapolis. We will be responsible for managing
and leasing the available space on BellSouth's towers. We will have the right
to build, control and operate the next 500 towers to be built for BellSouth's
wireless communications business. BellSouth will lease antenna space on the
1,850 towers, as well as on the towers we build for BellSouth. The BellSouth
transaction will close in a series of closings which commenced on June 1, 1999.
As of August 3, 1999, BellSouth had subleased 503 towers to us.
Powertel Acquisition
On June 2, 1999, we completed the purchase of 620 towers from Powertel. These
towers represent substantially all of Powertel's owned towers in its wireless
network in the southeastern and
2
<PAGE>
midwestern United States, including such markets as Atlanta, Birmingham,
Jacksonville, Memphis and Louisville, and a number of major connecting highway
corridors in the southeast. These towers are complementary to BellSouth's
towers in the southeast and have minimal coverage overlap. Powertel leases
antenna space on the 620 towers we acquired in the acquisition. We will also
purchase an additional 31 towers from Powertel and have a build-to-suit
agreement through 2000 as to a minimum of 40 towers.
One2One Transaction
On March 31, 1999, Castle Transmission International Ltd, or Castle
Transmission, our U.K. operating subsidiary, acquired the rights to manage,
develop and, at its option, acquire up to 821 towers. These towers represent
substantially all the towers in One2One's nationwide wireless network in the
United Kingdom. We are responsible for managing and leasing available space on
the towers and receive all the income from any such third party leases.
BellSouth DCS Transaction
On July 23, 1999, we entered into an agreement with BellSouth DCS to control
and operate, through a sublease, approximately 773 personal communications
towers from BellSouth DCS. The towers are located in North Carolina, South
Carolina, east Tennessee and parts of Georgia. The terms of the proposed
BellSouth DCS transaction are substantially the same as the BellSouth
transaction described above. The towers are complementary to the towers we have
acquired or are in the process of acquiring through the BellSouth transaction
and the Powertel acquisition. BellSouth DCS will lease space from us on the
towers we acquire from them through this transaction. On August 3, 1999, we
closed on 448 of these towers.
GE Capital Transaction
On September 14, 1999, we entered into an agreement with GE Capital
Structured Finance Group, or SFG, in which SFG agreed to make a $200,000,000
strategic investment in us in exchange for 200,000 shares of our 8 1/4%
mandatorily redeemable, convertible preferred stock and warrants to purchase
1,000,000 shares of our common stock.
Recent Offerings
On August 3, 1999, we closed the private placement of the old notes.
3
<PAGE>
Corporate Structure
We operate our business through our subsidiaries. Crown Communication and the
Bell Atlantic joint venture are our principal U.S. operating subsidiaries, and
Castle Transmission is our principal U.K. operating subsidiary. We are also
using subsidiaries to hold the assets we acquire or control as a result of the
proposed transactions we describe in this prospectus. The following chart
illustrates our organizational structure assuming the proposed transactions
described in this prospectus are completed.
- -------------------------------------------------------------------------------
Crown Castle International Corp.
- -------------------------------------------------------------------------------
100% 100% 100% 100% 80% (a)
- ------------- ------------ ---------------- --------------- ---------------
Castle
Crown Powertel BellSouth/ CCA Investment Transmission
Communication Subsidiary BellSouth DCS Corp. Services
Inc. Subsidiary (Holdings) Ltd
- ------------- ------------ ---------------- --------------- ---------------
61.5% (b) 100%
-------------- ----------------
Castle
Bell Atlantic Transmission
Joint Venture International Ltd
-------------- ----------------
- ----------------------------
(a) The remaining 20% equity interest in Castle Transmission Services (Holdings)
Ltd, or CTSH, our U.K. holding company, is held by affiliates of France
Telecom. Under agreements that we have entered into with such affiliates, in
certain instances, this 20% equity interest may be exchanged for shares of
our Class A common stock at a specified exchange ratio.
(b) Bell Atlantic holds the remaining 38.5% interest in the joint venture, along
with a nominal interest in the joint venture's operating subsidiary.
4
<PAGE>
The Offering
Summary of Terms of the Exchange Offer
Background.................. On August 3, 1999, we completed a private
placement of the old notes. In connection with
that private placement, we entered into a
registration rights agreement in which we agreed,
among other things, to deliver this prospectus to
you and to complete an exchange offer.
The Exchange Offer.......... We are offering to exchange our new cash-pay
notes which have been registered under the
Securities Act of 1933 for a like principal
amount of our outstanding, unregistered old cash-
pay notes and our new discount notes which have
been registered under the Securities Act of 1933
for a like principal amount at maturity of our
outstanding, unregistered old discount notes. Old
notes may only be tendered in integral multiples
of $1,000 principal amount at maturity.
As of the date of this prospectus, $125,000,000
in aggregate principal amount of our old cash-pay
notes and $260,000,000 in aggregate principal
amount at maturity of our old discount notes is
outstanding.
Resale of New Notes......... We believe that new notes issued pursuant to the
exchange offer in exchange for old notes may be
offered for resale, resold and otherwise
transferred by you without compliance with the
registration and prospectus delivery provisions
of the Securities Act of 1933, provided that:
. you are acquiring the new notes in the ordinary
course of your business;
. you have not engaged in, do not intend to
engage in, and have no arrangement or
understanding with any person to participate in
the distribution of the new notes; and
. you are not our affiliate as defined under Rule
405 of the Securities Act of 1933.
Each participating broker-dealer that receives
new notes for its own account pursuant to the
exchange offer in exchange for old notes that
were acquired as a result of market-making or
other trading activity must acknowledge that it
will deliver a prospectus in connection with any
resale of new notes. See "Plan of Distribution".
Any holder of old notes who:
(1) is our affiliate,
(2) does not acquire new notes in the ordinary
course of its business,
5
<PAGE>
(3) tenders in the exchange offer with the
intention to participate, or for the purpose
of participating, in a distribution of new
notes or
(4) is a broker-dealer that acquired the old
notes directly from us
must comply with the registration and prospectus
delivery requirements of the Securities Act of
1933 in connection with the resale of new notes.
Consequences If You Do Not
Exchange Your Old Notes.... Old notes that are not tendered in the exchange
offer or are not accepted for exchange will
continue to bear legends restricting their
transfer. You will not be able to offer or sell
the old notes unless:
. pursuant to an exemption from the requirements
of the Securities Act of 1933;
. the old notes are registered under the
Securities Act of 1933; or
. the transaction requires neither such an
exemption nor registration,
and after the exchange offer is closed, we will
no longer have an obligation to register the old
notes, except for some limited exceptions. See
"Risk Factors--Failure to Exchange Your Old
Notes".
Expiration Date............. 5:00 p.m., New York City time, on November 22,
1999, unless we extend the exchange offer.
Certain Conditions to the
Exchange Offer............. The exchange offer is subject to certain
customary conditions, which we may waive.
Special Procedures for
Beneficial Holders......... If you beneficially own old notes which are
registered in the name of a broker, dealer,
commercial bank, trust company or other nominee
and you wish to tender in the exchange offer, you
should contact such registered holder promptly
and instruct such person to tender on your
behalf. If you wish to tender in the exchange
offer on your own behalf, you must, prior to
completing and executing the letter of
transmittal and delivering your old notes, either
arrange to have the old notes registered in your
name or obtain a properly completed bond power
from the registered holder. The transfer of
registered ownership may take considerable time.
Withdrawal Rights........... You may withdraw your tender of old notes at any
time before the offer expires.
6
<PAGE>
We will not recognize any gain or loss for
Accounting Treatment........ accounting purposes upon the completion of the
exchange offer. Any expenses of the exchange
offer that we pay will be charged against our
additional paid-in-capital in accordance with
generally accepted accounting principles. See
"The Exchange Offer--Accounting Treatment".
Certain Tax Consequences.... The exchange pursuant to the exchange offer
generally will not be a taxable event for U.S.
Federal income tax purposes.
Use of Proceeds............. We will not receive any proceeds from the
exchange or the issuance of new notes in
connection with the exchange offer.
Exchange Agent.............. United States Trust Company of New York is
serving as exchange agent in connection with the
exchange offer.
Summary Description of the Securities to be Registered
The new notes have the same financial terms and covenants as the old notes,
which are as follows:
The New Cash-Pay Notes
Securities Offered.......... $125.0 million in aggregate principal amount of 9
1/2% Senior Notes Due 2011.
Maturity.................... August 1, 2011.
Interest.................... Annual Rate--9 1/2%. Payment frequency--every six
months on February 1 and August 1. Cash interest
on the new cash-pay notes is payable beginning on
February 1, 2000.
The New Discount Notes
Securities Offered.......... $260.0 million in aggregate principal amount at
maturity ($154.3 million in accreted value as of
the date of this prospectus) of 11 1/4% Senior
Discount Notes Due 2011.
Maturity.................... August 1, 2011.
Interest.................... Annual rate--11 1/4%. Payment frequency--every
six months on February 1 and August 1. First
payment--February 1, 2005. Cash interest on the
new discount notes will not accrue prior to
August 1, 2004.
Original Issue Discount..... The old discount notes were issued with original
issue discount for U.S. Federal income tax
purposes. The new discount notes will bear the
same amount of original issue discount as the old
discount notes. The new discount notes will
accrete in value through August 1, 2004 at an
annual rate of 11 1/4%, compounding every six
months. Cash interest will not be payable on the
new discount notes until after August 1, 2004.
7
<PAGE>
Additional Terms of the New Notes
Ranking..................... The new notes are senior debts. They rank equally
in right of payment with all of our existing and
future senior debt, but will be effectively
junior in right of payment to the extent of the
assets securing our other senior debt. Our only
significant assets are the capital stock of our
subsidiaries, and the new notes will not be
guaranteed by our subsidiaries. As a result, the
new notes will be structurally subordinated to
all debt and other liabilities of our
subsidiaries, including borrowings under their
credit facilities.
Optional Redemption......... On or after August 1, 2004, we may redeem some or
all of the notes at any time at the redemption
prices listed in the "Description of Notes"
section under the heading "Optional Redemption".
Before August 1, 2002, we may redeem up to 35% of
the cash-pay notes and up to 35% of the discount
notes with the proceeds of public offerings of
equity or strategic investments in us at the
prices listed in the "Description of Notes"
section under the heading "Optional Redemption".
Mandatory Offer to If we sell certain assets or experience specific
Repurchase.................. kinds of changes of control, we must offer to
repurchase the notes at the prices listed in the
"Description of Notes" section under the heading
"Repurchase at the Option of Holders".
Basic Covenants of We will issue the new notes under two indentures
Indenture................... with the United States Trust Company of New York.
Each indenture, among other things, restricts our
ability and the ability of our subsidiaries to:
. borrow money;
. pay dividends on stock or repurchase stock;
. make investments;
. use assets as security in other transactions;
and
. sell assets or merge with or into other
companies.
For more details, see the "Description of the
Notes" section under the heading "Certain
Covenants".
Risk Factors
You should carefully consider all of the information in this prospectus. In
particular, you should evaluate the specific risk factors under "Risk Factors"
for a discussion of certain risks related to your participation in the exchange
offer.
8
<PAGE>
Summary Financial and Other Data of CCIC
The summary historical consolidated financial and other data for CCIC set
forth below for each of the four years in the period ended December 31, 1998,
and as of December 31, 1995, 1996, 1997 and 1998, have been derived from the
consolidated financial statements of CCIC, which have been audited by KPMG LLP,
independent certified public accountants. The summary historical consolidated
financial and other data for CCIC set forth below for the six months ended June
30, 1998 and 1999, and as of June 30, 1999, have been derived from the
unaudited consolidated financial statements of CCIC, which include all
adjustments that CCIC considers necessary for a fair presentation of the
financial position and results of operations for those periods. Operating
results for the six months ended June 30, 1998 and 1999 are not necessarily
indicative of the results that may be expected for the entire year. The results
of operations for the six months ended June 30, 1999 are not comparable to the
six months ended June 30, 1998, the results for the year ended December 31,
1998 are not comparable to the year ended December 31, 1997, and the results
for the year ended December 31, 1997 are not comparable to the year ended
December 31, 1996 as a result of business acquisitions completed in 1997, 1998
and 1999. Results of operations of these acquired businesses are included in
CCIC's consolidated financial statements for the periods after the respective
dates of acquisition. The information set forth below should be read in
conjunction with the "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Results of Operations--CCIC" section of
documents, and the consolidated financial statements and related notes of CCIC
included in CCIC's annual report on Form 10-K and quarterly reports on Form 10-
Q, incorporated by reference into this prospectus.
<TABLE>
<CAPTION>
Six Months Ended
Years Ended December 31, June 30,
------------------------------------ ------------------
1995 1996 1997 1998 1998 1999
------- ------- -------- -------- -------- --------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Net revenues:
Site rental and
broadcast
transmission.......... $ 4,052 $ 5,615 $ 11,010 $ 75,028 $ 10,448 $107,503
Network services and
other................. 6 592 20,395 38,050 12,919 25,133
------- ------- -------- -------- -------- --------
Total net revenues... 4,058 6,207 31,405 113,078 23,367 132,636
------- ------- -------- -------- -------- --------
Costs of operations:
Site rental and
broadcast
transmission.......... 1,226 1,292 2,213 26,254 2,418 45,084
Network services and
other................. -- 8 13,137 21,564 7,155 15,157
------- ------- -------- -------- -------- --------
Total costs of
operations.......... 1,226 1,300 15,350 47,818 9,573 60,241
------- ------- -------- -------- -------- --------
General and
administrative......... 729 1,678 6,824 23,571 8,768 17,542
Corporate
development(a)......... 204 1,324 5,731 4,625 2,022 2,940
Restructuring charges... -- -- -- -- -- 1,814
Non-cash compensation
charges(b) ............ -- -- -- 12,758 -- 1,171
Depreciation and
amortization........... 836 1,242 6,952 37,239 7,695 49,519
------- ------- -------- -------- -------- --------
Operating income
(loss)................. 1,063 663 (3,452) (12,933) (4,691) (591)
Other income (expense):
Equity in earnings
(losses) of
unconsolidated
affiliate............. -- -- (1,138) 2,055 525 --
Interest and other
income (expense)(c)... 53 193 1,951 4,220 1,370 4,879
Interest expense and
amortization of
deferred financing
costs................. (1,137) (1,803) (9,254) (29,089) (10,027) (37,842)
------- ------- -------- -------- -------- --------
Loss before income
taxes, minority
interests and
cumulative effect of
change in accounting
principle.............. (21) (947) (11,893) (35,747) (12,823) (33,554)
Provision for income
taxes.................. -- (10) (49) (374) (209) (197)
Minority interests...... -- -- -- (1,654) -- (572)
------- ------- -------- -------- -------- --------
Loss before cumulative
effect of change in
accounting principle... (21) (957) (11,942) (37,775) (13,032) (34,323)
Cumulative effect of
change in accounting
principle for costs of
start-up activities.... -- -- -- -- -- (2,414)
------- ------- -------- -------- -------- --------
Net loss................ (21) (957) (11,942) (37,775) (13,032) (36,737)
Dividends on preferred
stock.................. -- -- (2,199) (5,411) (4,132) (13,022)
------- ------- -------- -------- -------- --------
Net loss after deduction
of dividends on
preferred stock........ $ (21) $ (957) $(14,141) $(43,186) $(17,164) $(49,759)
======= ======= ======== ======== ======== ========
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended
Years Ended December 31, June 30,
----------------------------------------- --------------------
1995 1996 1997 1998 1998 1999
-------- -------- --------- ---------- -------- ----------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Per common share--basic
and diluted:
Loss before cumulative
effect of change in
accounting
principle............. $ (0.01) $ (0.27) $ (2.27) $ (1.02) $ (1.57) $ (0.43)
Cumulative effect of
change in accounting
principle............. -- -- -- -- -- (0.02)
-------- -------- --------- ---------- -------- ----------
Net loss............... $ (0.01) $ (0.27) $ (2.27) $ (1.02) $ (1.57) $ (0.45)
======== ======== ========= ========== ======== ==========
Common shares
outstanding--basic
and diluted (in
thousands)............ 3,316 3,503 6,238 42,518 10,954 109,791
======== ======== ========= ========== ======== ==========
Other Data:
Site data (at period
end)(d):
Towers owned........... 126 155 240 1,344 361 4,837
Towers managed......... 7 7 133 129 129 13
Rooftop sites managed
(revenue producing)... 41 52 80 135 66 146
-------- -------- --------- ---------- -------- ----------
Total sites owned and
managed............. 174 214 453 1,608 556 4,996
======== ======== ========= ========== ======== ==========
EBITDA(e):
Site rental............ $ 2,697 $ 3,555 $ 7,682 $ 44,661 $ 7,215 $ 57,647
Network services and
other................. (594) (326) 1,549 (2,972) (2,189) (2,794)
Corporate development
expenses(a)........... (204) (1,324) (5,731) (4,625) (2,022) (2,940)
-------- -------- --------- ---------- -------- ----------
Total EBITDA......... $ 1,899 $ 1,905 $ 3,500 $ 37,064 $ 3,004 $ 51,913
======== ======== ========= ========== ======== ==========
Capital expenditures.... $ 161 $ 890 $ 18,035 $ 138,759 $ 52,752 $ 127,564
Summary cash flow
information:
Net cash provided by
(used for) operating
activities............ 1,672 (530) (624) 44,976 (1,972) 35,119
Net cash used for
investing
activities............ (16,673) (13,916) (111,484) (149,248) (52,752) (671,864)
Net cash provided by
financing
activities............ 15,597 21,193 159,843 345,248 50,904 1,047,687
Ratio of earnings to
fixed charges(f)....... -- -- -- -- -- --
Balance Sheet Data (at
period end):
Cash and cash
equivalents............ $ 596 $ 7,343 $ 55,078 $ 296,450 $ 705,924
Property and equipment,
net.................... 16,003 26,753 81,968 592,594 1,615,646
Total assets............ 19,875 41,226 371,391 1,523,230 3,029,094
Total debt.............. 11,182 22,052 156,293 429,710 1,194,681
Redeemable preferred
stock(g)............... 5,175 15,550 160,749 201,063 214,085
Total stockholders'
equity (deficit)....... 619 (210) 41,792 737,562 1,436,398
</TABLE>
- --------
(a) Corporate development expenses represent costs incurred in connection with
acquisitions and development of new business initiatives. These expenses
consist primarily of allocated compensation, benefits and overhead costs
that are not directly related to the administration or management of
existing towers. For the year ended December 31, 1997, such expenses
include (1) nonrecurring cash bonuses of $0.9 million paid to certain
executive officers in connection with our initial investment in Castle
Transmission and (2) a nonrecurring cash charge of $1.3 million related to
our purchase of shares of our common stock from our former chief executive
officer in connection with our initial Castle Transmission investment.
(b) Represents charges related to the issuance of stock options to certain
employees and executives.
(c) Includes a $1.2 million fee received in March 1997 as compensation for
leading an investment consortium that provided the equity financing in
connection with our initial Castle Transmission investment.
(d) Represents our aggregate number of sites as of the end of each period.
(e) EBITDA is defined as operating income (loss) plus depreciation and
amortization, non-cash compensation charges and restructuring charges.
EBITDA is presented as additional information because management believes
it to be a useful indicator of our ability to meet debt service and capital
expenditure requirements. It is not, however, intended as an alternative
measure of operating results or cash flow from operations, as
10
<PAGE>
determined in accordance with generally accepted accounting principles.
Furthermore, our measure of EBITDA may not be comparable to similarly titled
measures of other companies.
(f) For purposes of computing the ratio of earnings to fixed charges, earnings
represent income (loss) before income taxes, fixed charges and equity in
earnings (losses) of unconsolidated affiliate. Fixed charges consist of
interest expense, the interest component of operating leases and
amortization of deferred financing costs. For the years ended December 31,
1995, 1996, 1997 and 1998, earnings were insufficient to cover fixed
charges by $21,000, $0.9 million, $10.8 million and $37.8 million,
respectively. For the six months ended June 30, 1998 and 1999, earnings
were insufficient to cover fixed charges by $13.3 million and $33.6
million, respectively.
(g) The 1995, 1996 and 1997 amounts represent (1) the senior convertible
preferred stock we privately placed in August 1997 and October 1997, all of
which has been converted into shares of common stock, and (2) Series A
convertible preferred stock, Series B convertible preferred stock and
Series C convertible preferred stock we privately placed in April 1995,
July 1996 and February 1997, respectively, all of which has been converted
into shares of common stock in connection with the completion of our
initial public offering in August 1998. The 1998 and 1999 amounts represent
our exchangeable preferred stock.
11
<PAGE>
RISK FACTORS
You should carefully consider the risks described below, as well as the other
information that form part of this prospectus, when evaluating your
participation in the exchange offer.
Failure to Exchange Your Old Notes--If you fail to exchange your old notes,
they will continue to be restricted securities and may become less liquid.
Old notes which you do not tender or we do not accept will, following the
exchange offer, continue to be restricted securities, and you may not offer or
sell them except pursuant to an exemption from, or in a transaction not subject
to, the Securities Act of 1933 and applicable state securities law. We will
issue new notes in exchange for the old notes pursuant to the exchange offer
only following the satisfaction of the procedures and conditions set forth in
"The Exchange Offer--Procedures for Tendering". Such procedures and conditions
include timely receipt by the exchange agent of such old notes and of a
properly completed and duly executed letter of transmittal.
Because we anticipate that most holders of old notes will elect to exchange
such old notes, we expect that the liquidity of the market for any old notes
remaining after the completion of the exchange offer may be substantially
limited. Any old notes tendered and exchanged in the exchange offer will reduce
the aggregate principal amount at maturity of the old notes outstanding.
Following the exchange offer, if you did not tender your old notes you
generally will not have any further registration rights, and such old notes
will continue to be subject to certain transfer restrictions. Accordingly, the
liquidity of the market for such old notes could be adversely affected. The old
notes are currently eligible for sale pursuant to Rule 144A and Regulation S
through the Private Offerings, Resale and Trading through Automated Linkages
market of the National Association of Securities Dealers, Inc.
Failure to Properly Manage Our Growth--If we are unable to successfully
integrate acquired operations or to manage our existing operations as we grow,
our business will be adversely affected and we may not be able to continue our
current business strategy.
We cannot guarantee that we will be able to successfully integrate acquired
businesses and assets into our business or implement our plans without delay.
If we fail to do so it could have a material adverse effect on our financial
condition and results of operations. We have grown significantly over the past
two years through acquisitions, and such growth continues to be an important
part of our business plan. The addition of over 5,500 towers to our operations
through our recent and proposed transactions has increased and will continue to
increase our current business considerably and adds operating complexities.
Successful integration of these transactions will depend primarily on our
ability to manage these combined operations and to integrate new management and
employees with and into our existing operations.
Implementation of our acquisition strategy may impose significant strains on
our management, operating systems and financial resources. We regularly
evaluate potential acquisition and joint venture opportunities and are
currently evaluating potential transactions that could involve substantial
expenditures, possibly in the near term. If we fail to manage our growth or
encounter unexpected difficulties during expansion, it could have a material
adverse effect on our financial condition and results of operations. The
pursuit and integration of acquisitions and joint venture opportunities will
require substantial attention from our senior management, which will limit the
amount of time they are able to devote to our existing operations.
12
<PAGE>
We May Not Complete the Proposed Transactions--If we fail to complete any or
all of the proposed transactions described in this prospectus, we may incur
liquidated damages and will not recognize some of the benefits that we describe
in this prospectus.
If one or more of the proposed transactions we describe in this prospectus is
not completed or is completed on significantly different terms than those
currently contemplated, it could substantially affect the implementation of our
business strategy. If we fail to close these transactions, our ability to offer
tower clusters in major U.S. markets will be impaired. As a result, our future
site rental revenue would be adversely affected. We cannot guarantee that we
will complete any or all of these proposed transactions. The agreements
relating to these proposed transactions contain many conditions that must be
satisfied before we can close these proposed transactions.
In addition, we cannot assure you that the transactions, if and when
completed, will be done so on the terms currently contemplated. For example,
each of the agreements relating to these proposed transactions includes
provisions that could result in our purchasing fewer towers at closing.
Our initial BellSouth transaction is closing in a series of closings. If we
fail to close on all of the contracted towers, BellSouth could terminate our
agreement, rescind the prior closings and retain a $50.0 million liquidated
damages payment. The BellSouth DCS agreement contains similar provisions, with
a liquidated damages amount of $20.0 million. The recission of either BellSouth
transaction would significantly affect our available working capital and could
have a material adverse effect on our ability to implement our business
strategy.
Substantial Level of Indebtedness--Our substantial level of indebtedness could
adversely affect our ability to react to changes in our business. We may also
be limited in our ability to use debt to fund future capital needs.
We have a substantial amount of indebtedness. The following chart sets forth
certain important credit information and is presented as of June 30, 1999,
assuming we had completed the recent offerings and the recent and proposed
transactions described in this prospectus, each as of June 30, 1999.
<TABLE>
<CAPTION>
Pro Forma
for Recent
Offerings and
Recent and
Proposed
Transactions
-------------
(Dollars in
thousands)
<S> <C>
Total indebtedness.......................................... $1,470,192
Redeemable preferred stock.................................. 408,989
Stockholders' equity........................................ 1,726,442
Debt and redeemable preferred stock to equity
ratio...................................................... 1.09x
</TABLE>
In addition, assuming we had completed these transactions on January 1, 1998,
our earnings for the twelve months ended December 31, 1998, and the six months
ended June 30, 1999, would have been insufficient to cover fixed charges by
$175.2 million and $86.3 million, respectively.
Given our substantial indebtedness, we could be affected in the following
ways:
. We could be more vulnerable to general adverse economic and industry
conditions.
. We may find it more difficult to obtain additional financing to fund
future working capital, capital expenditures and other general corporate
requirements.
13
<PAGE>
. We will be required to dedicate a substantial portion of our cash flow
from operations to the payment of principal and interest on our debt,
reducing the available cash flow to fund other projects.
. We may have limited flexibility in planning for, or reacting to, changes
in our business and in the industry.
. We will have a competitive disadvantage relative to other companies with
less debt in our industry.
We cannot guarantee that we will be able to generate enough cash flow from
operations or that we will be able to obtain enough capital to service our debt
or fund our planned capital expenditures. In addition, we may need to refinance
some or all of our indebtedness on or before maturity. We cannot guarantee,
however, that we will be able to refinance our indebtedness on commercially
reasonable terms or at all.
As a Holding Company, We Require Dividends from Subsidiaries to Meet Cash
Requirements or Pay Dividends--If our subsidiaries are unable to dividend cash
to us when we need it, we may be unable to pay dividends or satisfy our
obligations, including interest and principal payments, under our debt
instruments.
Crown Castle International Corp., or CCIC, is a holding company with no
business operations of its own. CCIC's only significant asset is the
outstanding capital stock of its subsidiaries. CCIC conducts all its business
operations through its subsidiaries. Accordingly, CCIC's only source of cash to
pay dividends or make other distributions on its capital stock or to pay
interest and principal on its outstanding indebtedness is distributions
relating to its ownership interest in its subsidiaries from the net earnings
and cash flow generated by such subsidiaries. We currently expect that the
earnings and cash flow of CCIC's subsidiaries will be retained and used by such
subsidiaries in their operations, including to service their respective debt
obligations. Even if we did determine to make a distribution in respect of the
capital stock of CCIC's subsidiaries, there can be no assurance that CCIC's
subsidiaries will generate sufficient cash flow to pay or distribute such a
dividend or funds, or that applicable state law and contractual restrictions,
including negative covenants contained in the debt instruments of such
subsidiaries, would permit such dividends, distributions or payments.
Furthermore, the terms of our U.S. and U.K. credit facilities place
restrictions on our principal subsidiaries' ability to pay dividends or to make
distributions, and in any event, such dividends or distributions may only be
paid if no default has occurred under the applicable instrument. Moreover,
CCIC's subsidiaries are permitted under the terms of their existing debt
instruments to incur additional indebtedness that may restrict or prohibit the
making of distributions, the payment of dividends or the making of loans by
such subsidiaries to CCIC. See "--Our Substantial Level of Indebtedness Could
Adversely Affect Our Financial Condition" and "--Ability to Service Debt".
Ability to Service Debt--To service our indebtedness, we will require a
significant amount of cash from our subsidiaries. An inability to access our
subsidiaries' cash flow may lead to an acceleration of our indebtedness,
including the notes. Currently, the instruments governing our subsidiaries'
indebtedness do not allow sufficient funds to be distributed to CCIC to service
its indebtedness.
If CCIC is unable to refinance its subsidiary debt or renegotiate the terms
of such debt, CCIC may not be able to meet its debt service requirements,
including interest payments on the notes, in the future. Our 9% senior notes
and the cash-pay notes require annual cash interest payments of approximately
$16.2 million and 11.9 million, respectively. Prior to November 15, 2002, May
15, 2004 and August 1, 2004, the interest expense on our 10 5/8% discount
notes, our 10 3/8% discount notes
14
<PAGE>
and the discount notes, respectively, will be comprised solely of the
amortization of original issue discount. Thereafter, the 10 5/8% discount
notes, the 10 3/8% discount notes and the discount notes will require annual
cash interest payments of approximately $26.7 million, $51.9 million and $29.3
million, respectively. Prior to December 15, 2003, we do not expect to pay cash
dividends on our exchangeable preferred stock or, if issued, cash interest on
the exchange debentures. Thereafter, assuming all dividends or interest have
been paid-in-kind, our exchangeable preferred stock or, if issued, the exchange
debentures will require annual cash dividend or interest payments of
approximately $47.8 million.
Restrictive Debt Covenants--The terms of our debt instruments impose
significant restrictions on our ability to take a number of actions that our
management might otherwise believe to be in your best interests. In addition,
if we fail to comply with our covenants, our debt could be accelerated.
Currently we have debt instruments in place that restrict our ability to
incur more indebtedness, pay dividends, create liens, sell assets and engage in
certain mergers and acquisitions. Some of our subsidiaries, under their debt
instruments, are also required to maintain specific financial ratios. Our
ability to comply with the restrictions of these instruments and to satisfy our
debt obligations will depend on our future operating performance. If we fail to
comply with the debt restrictions, we will be in default under those
instruments, which in some cases would cause the maturity of substantially all
of our long-term indebtedness to be accelerated.
Our Agreements with TdF Give TdF Substantial Governance and Economic Rights--
The exercise of these rights by TdF could have a material adverse effect on our
business.
We have entered into agreements with TeleDiffusion de France International
S.A., or TdF, an affiliate of France Telecom, that give TdF substantial rights.
The agreements were entered into in order to induce TdF to participate in the
roll-up of our U.K. business, the transaction in which we exchanged shares of
our common stock for shares of CTSH common stock, held by CTSH stockholders
and, as a result, increased our ownership in CTSH to 80%. The TdF agreements
give TdF significant rights relating to the governance of CCIC and our U.K.
business. Our U.K. business currently accounts for a substantial majority of
our revenues. TdF retains significant governance rights even if we acquire the
remaining 20% interest of our U.K. business held by TdF.
TdF's Governance Rights May Restrict Us From Taking Actions Our Board of
Directors Consider to Be in Your Best Interests.
We have granted TdF the ability to govern some of our activities, including
the ability to:
. prohibit us from entering into material acquisitions, issuing new equity
securities and incurring significant indebtedness;
. elect up to two members of our board of directors; and
. elect at least one director to the executive and nominating and
corporate governance committees of our board of directors.
In addition, TdF has significant governance rights over our U.K. business.
Although TdF, through its subsidiary, DFI, currently has only a 20% equity
interest in CTSH, TdF has the right to restrict a number of corporate actions
at CTSH.
TdF's exercise of these rights could be contrary to your interests.
15
<PAGE>
TdF Will Be Able to Buy Our Interest, or Require Us to Buy Their Interest, in
Our U.K. Business in Connection with a Sale of CCIC.
Under the circumstances described below, TdF will have the right to acquire
all of our shares in CTSH or to require us to purchase all of TdF's shares in
CTSH, at fair market value in either case. This right will be triggered under
the following circumstances:
. the sale of all or substantially all of our assets;
. a merger, consolidation or similar transaction that would result in any
person owning more than 50% of our voting power or equity securities;
. an unsolicited acquisition by any person of more than 25% of our voting
power or equity securities; or
. other circumstances arising from an acquisition by any person that would
give rise to a right of the BBC to terminate our analog or digital
transmission contracts with the BBC.
Further, immediately before any of these events occur, TdF will have the
right to require us to purchase 50% of their Class A common stock in cash at
the same price we would have to pay once the event occurs.
If we were required to sell our shares in CTSH to TdF, we would no longer own
our U.K. business and would lose all the benefits of owning such business. On
the other hand, if we were required to purchase all of TdF's shares in CTSH
and/or purchase 50% of their Class A common stock, we cannot guarantee that we
would have the necessary funds to do so or that we would be permitted to do so
at the time under our debt instruments. If we did not have sufficient funds, we
would have to seek additional financing. We cannot guarantee, however, that
such financing would be available on commercially reasonable terms or at all.
If such financing were not available, we might be forced to sell assets at
unfavorable prices in order to generate the cash needed to buy the shares from
TdF. In addition, our obligation to purchase TdF's shares could result in an
event of default under our debt instruments.
TdF Has an Option to Put to Us Its Interest in Our U.K. Business Following the
Second Anniversary of the Roll-Up of Our U.K. Business. This Could Result in A
Default Under Our Debt Instruments or Substantial Dilution to Our Other
Stockholders.
If TdF has not exchanged its interest in CTSH for additional interest in CCIC
by the second anniversary of the roll-up of our U.K. business, TdF will have
the right to require us to purchase all of their shares in CTSH, at fair market
value. We may elect to pay either (1) in cash or (2) with our common stock at a
discount of 15% to its market value. We cannot guarantee that we will have
sufficient funds to purchase such shares for cash if TdF were to require us to
purchase their shares of capital stock of CTSH. If we did not have sufficient
funds, we would either need to seek additional financing or purchase the shares
with our common stock. We cannot guarantee that we could obtain such financing
on terms acceptable to us. In addition, the purchase of these shares for cash
could result in an event of default under our debt instruments. If we were to
issue shares of common stock to effect the purchase, this
. would result in substantial dilution to our other stockholders;
. could adversely affect the market prices of the common stock; and
. could impair our ability to raise additional capital through the sale of
our equity securities.
TdF Has Preemptive Rights to Acquire Our Common Stock When We Otherwise Issue
Common Stock. This Could Result in Substantial Dilution to Our Other
Stockholders.
Except in limited circumstances, if we issue any equity securities to any
person, including the closings of the BellSouth transaction, we must offer TdF
the right to purchase, at the same cash
16
<PAGE>
price, up to an amount of such equity securities as would be necessary for TdF
and its affiliates to maintain their consolidated ownership percentage in us
before such issuance. TdF exercised these preemptive rights as a result of our
acquisition of Millennium Communications Limited in the United Kingdom on
October 8, 1998, as a result of our contribution of shares of our common stock
to the Bell Atlantic joint venture on March 31, 1999 and as a result of our
equity offering in May 1999. The further exercise of these rights by TdF could
result in substantial dilution to our other stockholders.
We Require Significant Capital to Fund Our Operations and Make Acquisitions--If
we are unable to raise capital in the future, we will be unable to achieve our
currently contemplated business strategy and may not be able to fund our
operations.
We will require substantial capital (1) as we increase the number of towers
we own and manage by partnering with wireless carriers to assume ownership or
control of their existing towers, by pursuing opportunities to build new
towers, or build-to-suit opportunities, for wireless carriers and by pursuing
other tower acquisition opportunities and (2) to acquire existing transmission
networks globally as opportunities arise. If we are unable to raise capital
when our needs arise, we will be unable to pursue our current business strategy
and may not be able to fund our operations.
To fund the execution of our business strategy, including the proposed
transactions described in this prospectus and the construction of new towers
that we have agreed to build, we expect to use the net proceeds of our recent
offerings and borrowings available under our U.S. and U.K. credit facilities.
We will have additional cash needs to fund our operations in the future. We may
also have additional cash needs in the near term if additional tower
acquisitions or build-to-suit opportunities arise. Some of the opportunities
that we are currently pursuing could require significant additional capital. If
we do not otherwise have cash available, or borrowings under our credit
facilities have otherwise been utilized, when our cash need arises, we would be
forced to seek additional debt or equity financing or to forego the
opportunity. In the event we determine to seek additional debt or equity
financing, there can be no assurance that any such financing will be available,
on commercially acceptable terms or at all, or permitted by the terms of our
existing indebtedness.
We May Not Be Able to Construct New Towers at the Pace and in the Locations
that We Desire--If we are unable to do so, we may not be able to satisfy our
current agreements to build new towers and we may have difficulty finding
tenants to lease space on our new towers.
Our growth strategy depends in part on our ability to construct and operate
towers in conjunction with expansion by wireless carriers. If we are unable to
build new towers when wireless carriers require them, or we are unable to build
new towers where we believe the best opportunity to add tenants exists, we
could fail to meet our contractual obligations under build-to-suit agreements,
and we could lose opportunities to lease space on our towers.
As of June 30, 1999, we had over 125 towers under construction. We currently
have plans to commence construction on approximately 600 to 700 additional
towers during fiscal 1999. Our ability to construct these new towers can be
affected by a number of factors beyond our control, including:
. zoning and local permitting requirements and national regulatory
approvals;
. availability of construction equipment and skilled construction
personnel; and
. bad weather conditions.
In addition, as the concern over tower proliferation has grown in recent
years, certain communities have placed restrictions on new tower construction
or have delayed granting permits required for construction. You should consider
that:
. the barriers to new construction may prevent us from building towers
where we want;
17
<PAGE>
. we may not be able to complete the number of towers planned for
construction in accordance with the requirements of our customers; and
. we cannot guarantee that there will be a significant need for the
construction of new towers once the wireless carriers complete their
tower networks.
Our Business Depends on the Demand for Wireless Communications--We will be
adversely affected by any slowdown in the growth of, or reduction in demand
for, wireless communications.
Demand for our site rentals depends on demand for communication sites from
wireless carriers, which, in turn, depends on the demand for wireless services.
The demand for our sites depends on many factors which we cannot control,
including:
. the level of demand for wireless services generally;
. the financial condition and access to capital of wireless carriers;
. the strategy of carriers relating to owning or leasing communication
sites;
. changes in telecommunications regulations; and
. general economic conditions.
A slowdown in the growth of, or reduction in, demand in a particular wireless
segment could adversely affect the demand for communication sites. Moreover,
wireless carriers often operate with substantial indebtedness, and financial
problems for our customers could result in accounts receivable going
uncollected, in the loss of a customer and the associated lease revenue or in a
reduced ability of these customers to finance expansion activities. Finally,
advances in technology, such as the development of new satellite and antenna
systems, could reduce the need for land-based, or terrestrial, transmission
networks. The occurrence of any of these factors could have a material adverse
effect on our financial condition and results of operations.
Variability in Demand for Network Services May Reduce the Predictability of Our
Results--Our network services business has historically experienced significant
volatility in demand. As a result, the operating results of our network
services business for any particular period may vary significantly, and should
not be considered as necessarily being indicative of longer-term results.
Demand for our network services fluctuates from period to period and within
periods. These fluctuations are caused by a number of factors, including:
. the timing of customers' capital expenditures;
. annual budgetary considerations of customers;
. the rate and volume of wireless carriers' tower build-outs;
. timing of existing customer contracts; and
. general economic conditions.
While demand for our network services fluctuates, we must incur certain
costs, such as maintaining a staff of network services employees in
anticipation of future contracts, even when there may be no current business.
Furthermore, as wireless carriers complete their build-outs, the need for the
construction of new towers and the demand for our network services could
decrease significantly and could result in fluctuations and, possibly,
significant declines in our operating performance.
18
<PAGE>
We Operate our Business in an Increasingly Competitive Industry and Many of Our
Competitors Have Significantly More Resources--As a result of this competition,
we may find it more difficult to achieve favorable lease rates on our towers
and we may be forced to pay more for future tower acquisitions.
We face increasing competition for site rental customers from various sources,
including:
. other large independent tower owners;
. wireless carriers that own and operate their own towers and lease
antenna space to other carriers;
. site development companies that acquire antenna space on existing towers
for wireless carriers and manage new tower construction; and
. traditional local independent tower operators.
Wireless carriers that own and operate their own tower portfolios generally
are substantially larger and have greater financial resources than we have. As
competition for tenants on towers increases, lease rates could be adversely
affected.
In addition, competition for the acquisition of towers is keen, and we expect
it to continue to grow. We not only compete against other independent tower
owners and operators, but also against wireless carriers, broadcasters and site
developers. As competition increases for tower acquisitions, we may be faced
with fewer acquisition opportunities, as well as higher acquisition prices.
While we regularly explore acquisition opportunities, we cannot guarantee that
we will be able to identify suitable towers to acquire in the future.
A Substantial Portion of Our Revenues Is Dependent Upon Agreements with the BBC
and NTL--If we were to lose our contracts with the BBC or our site sharing
agreement with NTL, we would likely lose a substantial portion of our revenues.
Assuming we had completed the recent and proposed transactions described in
this prospectus, each as of January 1, 1999, the BBC would have still accounted
for approximately 28.4% of our revenues for the six-month period ended June 30,
1999.
Our broadcast business is substantially dependent on our contracts with the
BBC. We cannot guarantee that the BBC will renew our contracts or that they
will not attempt to negotiate terms that are not as favorable to us as those in
place now. If we were to lose these BBC contracts, our business, results of
operations and financial condition would be materially adversely affected. The
initial term of our analog transmission contract with the BBC will expire on
March 31, 2007, and our digital transmission contract with the BBC expires on
October 31, 2010. In addition, our digital transmission contract with the BBC
may be terminated by the BBC after five years if the BBC's board of governors
does not believe that digital television in the United Kingdom has enough
viewers.
A substantial portion of our U.K. broadcast transmission operations are
conducted using sites owned by National Transmission Limited, or NTL, our major
competitor in the United Kingdom. NTL also utilizes our sites for their
broadcast operations. This site sharing arrangement with NTL may be terminated
with five years' notice by either us or NTL, and may be terminated sooner upon
a continuing breach of the agreement. The agreement is set to expire on
December 31, 2005. We cannot guarantee that this agreement will not be
terminated, which could have a material adverse effect on our business, results
of operations and financial condition.
19
<PAGE>
Extensive Regulations Which Could Change at Any Time and Which We Could Fail to
Comply With Regulate Our Business--If we fail to comply with applicable
regulations, we could be fined or even lose our right to conduct some of our
business.
A variety of foreign, federal, state and local regulations apply to our
business. Failure to comply with applicable requirements may lead to civil
penalties or require us to assume costly indemnification obligations or breach
contractual provisions. We cannot guarantee that existing regulatory policies
will not adversely affect the timing or cost of new tower construction or that
additional regulations will not be adopted which increase delays or result in
additional costs. These factors could have a material adverse effect on our
financial condition and results of operations.
Since we signed our analog transmission contract with the BBC, the BBC has
increased its service requirements to include 24-hour broadcasting on our
transmission network for the BBC's two national television services and a
requirement for us to add a number of additional stations to our network to
extend existing BBC services. The BBC has agreed to increases of approximately
(Pounds)800,000 ($1,261,200) per year in the charges payable by the BBC to us
for these service enhancements. The additional charges, however, may
necessitate an amendment to Castle Transmission's transmission
telecommunications license. We are discussing with OFTEL, the relevant
regulatory authority in the United Kingdom, the most appropriate way to rectify
this situation in order to allow the additional services to be provided to the
BBC in return for the additional agreed payments. There can be no assurance
that we will achieve a favorable resolution of these issues with OFTEL.
Emissions from Our Antennas May Create Health Risks--We could suffer from
future claims if the radio frequency emissions from equipment on our towers is
demonstrated to cause negative health effects.
The government imposes requirements and other guidelines on our towers
relating to radio frequency emissions. The potential connection between radio
frequency emissions and certain negative health effects, including some forms
of cancer, has been the subject of substantial study by the scientific
community in recent years. To date, the results of these studies have been
inconclusive. We cannot guarantee that claims relating to radio frequency
emissions will not arise in the future.
Our International Operations Expose Us to Changes in Foreign Currency Exchange
Rates--If we fail to properly match or hedge the currencies in which we conduct
business, we could suffer losses as a result of changes in currency exchange
rates.
We conduct business in countries outside the United States, which exposes us
to fluctuations in foreign currency exchange rates. We also intend to expand
our international operations in the future. For the six-month period ended June
30, 1999, but without giving effect to the recent and proposed transactions we
describe in this prospectus, approximately 69.0% of our consolidated revenues
would have originated outside the United States, all of which were denominated
in currencies other than U.S. dollars, principally pounds sterling. We have not
historically engaged in significant hedging activities relating to our non-U.S.
dollar operations, and we could suffer future losses as a result of changes in
currency exchange rates.
We Are Heavily Dependent on Our Senior Management--If we lose members of our
senior management, we may not be able to find appropriate replacements on a
timely basis and our business could be adversely affected.
Our existing operations and continued future development are dependent to a
significant extent upon the performance and active participation of certain key
individuals, including our chief executive officer and the chief operating
officers of our principal U.S. and U.K. subsidiaries. We cannot
20
<PAGE>
guarantee that we will be successful in retaining the services of these, or
other key personnel. None of our executives have signed noncompetition
agreements. If we were to lose any of these individuals, we may not be able to
find appropriate replacements on a timely basis and our financial condition and
results of operations could be materially adversely affected.
The Notes Are Subject to the Risk of Fraudulent Conveyance Liability--Federal
and state statutes allow courts, under specific circumstances, to void the
notes and require noteholders to return payments received from us.
Various laws enacted for the protection of creditors may apply to our
incurrence of indebtedness, including the issuance of the notes in this
exchange offer. If these laws are held by a court to apply to the notes, you
could be required to return payments you receive on the notes, and the notes
could be voided. If a court were to find in a lawsuit by an unpaid creditor or
representative of creditors that we did not receive fair consideration or
reasonably equivalent value for incurring such indebtedness or obligation and,
at the time of such incurrence, we
. were insolvent;
. were rendered insolvent by reason of such incurrence;
. were engaged in a business or transaction for which our remaining assets
constituted unreasonably small capital; or
. intended to incur or believe we would incur obligations beyond our
ability to pay such obligations as they mature,
such court could, subject to statutes of limitations, determine to invalidate
such indebtedness and obligations as fraudulent conveyances or subordinate such
indebtedness and obligations to existing or future creditors.
Original Issue Discount on the Discount Notes May Limit the Claim of a Holder
of Discount Notes in a Bankruptcy Case Against Us--If a bankruptcy case is
commenced before the discount notes have fully accreted, you may not be able to
recover the portion of the original issue discount that has not yet accrued.
If a bankruptcy case is commenced by or against us under the U.S. Bankruptcy
Code after the issuance of the new discount notes, the claim of a holder of
such new discount notes relating to the principal amount thereof may be limited
to an amount equal to the sum of (1) the initial offering price of the old
discount notes and (2) that portion of the original issue discount that is not
deemed to constitute "unmatured interest" for purposes of the U.S. Bankruptcy
Code. Any original issue discount that was not accrued as of any such
bankruptcy filing would constitute "unmatured interest".
There is Currently No Market for the New Notes--If an active trading market for
the new notes does not develop, the liquidity and value of the new notes could
be harmed.
The new discount notes and the new cash-pay notes are new issues of
securities for which there is currently no trading market. Although the
underwriters have advised us that they intend to make a market in the new
notes, the underwriters are not obligated to do so and may discontinue such
market making at any time. We do not intend to apply for listing of the new
notes on any domestic securities exchange or to seek approval for quotation
through an automated quotation system. Accordingly, there can be no assurance
that an active market will develop upon completion of the exchange offer or, if
developed, that such market will be sustained or as to the liquidity of any
market.
21
<PAGE>
Year 2000 Compliance Problems Could Affect Our Business--If we are unable to
remedy our year 2000 compliance problems, we may suffer business interruptions,
as well as financial loss and reputational harm.
We are in the process of conducting a comprehensive review of our computer
systems to identify which of our systems will need to be modified, upgraded or
converted to recognize dates after December 31, 1999, which is known as the
year 2000 problem. The failure to correct a material year 2000 problem could
result in a system failure, such as the failure of tower lighting or security
monitoring systems, or miscalculations causing disruption of operations
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
We cannot assure you that we will be able to resolve all year 2000 compliance
issues without any future disruption or that we will not incur significant
additional expense in attempting to do so. In addition, if some of our major
suppliers and customers fail to address their own year 2000 compliance issues,
their non-compliance could have a material adverse effect on us and our
operations.
This Prospectus Includes Forward-Looking Statements--If our expectations
reflected in these forward-looking statements prove to be incorrect, our actual
results could differ materially from these expectations.
This prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements other than statements of historical facts
included in or incorporated by reference into this document, including, without
limitation, statements under the sections "Summary", "Management's Discussion
and Analysis of Financial Condition and Results of Operations", "Industry
Background" and "Business" and located elsewhere in or incorporated by
reference into this prospectus regarding industry prospects, our prospects and
our financial position are forward-looking statements. Although we believe that
the expectations reflected in such forward-looking statements are reasonable,
we can give no assurance that such expectations will prove to have been
correct. Important factors that could cause actual results to differ materially
from our expectations are disclosed in this prospectus, including, without
limitation, the statements included under "Risk Factors". All subsequent
written and oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by the
cautionary statements included in this document. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this
prospectus might not occur.
USE OF PROCEEDS
We will not receive any proceeds from the exchange offer.
22
<PAGE>
SELECTED FINANCIAL AND OTHER DATA OF CCIC
The selected historical consolidated financial and other data for CCIC set
forth below for each of the four years in the period ended December 31, 1998,
and as of December 31, 1995, 1996, 1997 and 1998, have been derived from the
consolidated financial statements of CCIC, which have been audited by KPMG LLP,
independent certified public accountants. The summary historical consolidated
financial and other data for CCIC set forth below for the six months ended June
30, 1998 and 1999, and as of June 30, 1999, have been derived from the
unaudited consolidated financial statements of CCIC, which include all
adjustments that CCIC considers necessary for a fair presentation of the
financial position and results of operations for those periods. Operating
results for the six months ended June 30, 1998 and 1999 are not necessarily
indicative of the results that may be expected for the entire year. The results
of operations for the six months ended June 30, 1999 are not comparable to the
six months ended June 30, 1998, the results for the year ended December 31,
1998 are not comparable to the year ended December 31, 1997, and the results
for the year ended December 31, 1997 are not comparable to the year ended
December 31, 1996 as a result of business acquisitions completed in 1997, 1998
and 1999. Results of operations of these acquired businesses are included in
CCIC's consolidated financial statements for the periods after the respective
dates of acquisition. The information set forth below should be read in
conjunction with the "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Results of Operations--CCIC" section of
documents and the consolidated financial statements and related notes of CCIC
included in CCIC's annual report on Form 10-K and quarterly reports on Form 10-
Q incorporated by reference into this prospectus.
<TABLE>
<CAPTION>
Six Months Ended
Years Ended December 31, June 30,
---------------------------------- ------------------
1995 1996 1997 1998 1998 1999
------ ------ -------- -------- -------- --------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Net revenues:
Site rental and
broadcast
transmission.......... $4,052 $5,615 $ 11,010 $ 75,028 $ 10,448 $107,503
Network services and
other................. 6 592 20,395 38,050 12,919 25,133
------ ------ -------- -------- -------- --------
Total net revenues... 4,058 6,207 31,405 113,078 23,367 132,636
------ ------ -------- -------- -------- --------
Costs of operations:
Site rental and
broadcast
transmission.......... 1,226 1,292 2,213 26,254 2,418 45,084
Network services and
other................. -- 8 13,137 21,564 7,155 15,157
------ ------ -------- -------- -------- --------
Total costs of
operations.......... 1,226 1,300 15,350 47,818 9,573 60,241
------ ------ -------- -------- -------- --------
General and
administrative......... 729 1,678 6,824 23,571 8,768 17,542
Corporate
development(a)......... 204 1,324 5,731 4,625 2,022 2,940
Restructuring charges... -- -- -- -- -- 1,814
Non-cash compensation
charges(b)............. -- -- -- 12,758 -- 1,171
Depreciation and
amortization........... 836 1,242 6,952 37,239 7,695 49,519
------ ------ -------- -------- -------- --------
Operating income
(loss)................. 1,063 663 (3,452) (12,933) (4,691) (591)
Equity in earnings
(losses) of
unconsolidated
affiliate.............. -- -- (1,138) 2,055 525 --
Interest and other
income (expense)(c).... 53 193 1,951 4,220 1,370 4,879
Interest expense and
amortization of
deferred financing
costs.................. (1,137) (1,803) (9,254) (29,089) (10,027) (37,842)
------ ------ -------- -------- -------- --------
Loss before income
taxes, minority
interests and
cumulative effect of
change in accounting
principle.............. (21) (947) (11,893) (35,747) (12,823) (33,554)
Provision for income
taxes.................. -- (10) (49) (374) (209) (197)
Minority interests...... -- -- -- (1,654) -- (572)
------ ------ -------- -------- -------- --------
Loss before cumulative
effect of change in
accounting principle... (21) (957) (11,942) (37,775) (13,032) (34,323)
Cumulative effect of
change in accounting
principle for costs of
start-up activities.... -- -- -- -- -- (2,414)
------ ------ -------- -------- -------- --------
Net loss................ (21) (957) (11,942) (37,775) (13,032) (36,737)
Dividends on preferred
stock.................. -- -- (2,199) (5,411) (4,132) (13,022)
------ ------ -------- -------- -------- --------
Net loss after deduction
of dividends on
preferred stock........ $ (21) $ (957) $(14,141) $(43,186) $(17,164) $(49,759)
====== ====== ======== ======== ======== ========
Per common share--basic
and diluted:
Loss before cumulative
effect of change in
accounting
principle............. $(0.01) $(0.27) $ (2.27) $ (1.02) $ (1.57) $ (0.43)
Cumulative effect of
change in accounting
principle............. -- -- -- -- -- (0.02)
------ ------ -------- -------- -------- --------
Net loss............... $(0.01) $(0.27) $ (2.27) $ (1.02) $ (1.57) $ (0.45)
====== ====== ======== ======== ======== ========
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended
Years Ended December 31, June 30,
----------------------------------------- --------------------
1995 1996 1997 1998 1998 1999
-------- -------- --------- ---------- -------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Common shares
outstanding--basic and
diluted (in
thousands)............. 3,316 3,503 6,238 42,518 10,954 109,791
======== ======== ========= ========== ======== ==========
Other Data:
Site data (at period
end)(d):
Towers owned............ 126 155 240 1,344 361 4,837
Towers managed.......... 7 7 133 129 129 13
Rooftop sites managed
(revenue producing).... 41 52 80 135 66 146
-------- -------- --------- ---------- -------- ----------
Total sites owned and
managed................ 174 214 453 1,608 556 4,996
======== ======== ========= ========== ======== ==========
EBITDA(e)............... $ 1,899 $ 1,905 $ 3,500 $ 37,064 $ 3,004 $ 51,913
Capital expenditures.... 161 890 18,035 138,759 52,752 127,564
Summary cash flow
information:
Net cash provided by
(used for) operating
activities............ 1,672 (530) (624) 44,976 (1,972) 35,119
Net cash used for
investing activities.. (16,673) (13,916) (111,484) (149,248) (52,752) (671,864)
Net cash provided by
financing activities.. 15,597 21,193 159,843 345,248 50,904 1,047,687
Ratio of earnings to
fixed charges(f)....... -- -- -- -- -- --
Balance Sheet Data (at
period end):
Cash and cash
equivalents............ $ 596 $ 7,343 $ 55,078 $ 296,450 $ 705,924
Property and equipment,
net.................... 16,003 26,753 81,968 592,594 1,615,646
Total assets............ 19,875 41,226 371,391 1,523,230 3,029,094
Total debt.............. 11,182 22,052 156,293 429,710 1,194,681
Redeemable preferred
stock(g)............... 5,175 15,550 160,749 201,063 214,085
Total stockholders'
equity (deficit)....... 619 (210) 41,792 737,562 1,436,398
</TABLE>
- --------
(a) Corporate development expenses represent costs incurred in connection with
acquisitions and development of new business initiatives. These expenses
consist primarily of allocated compensation, benefits and overhead costs
that are not directly related to the administration or management of
existing towers. For the year ended December 31, 1997, such expenses
include (1) nonrecurring cash bonuses of $0.9 million paid to certain
executive officers in connection with our initial investment in Castle
Transmission and (2) a nonrecurring cash charge of $1.3 million related to
our purchase of shares of our common stock from our former chief executive
officer for our initial Castle Transmission investment.
(b) Represents charges related to the issuance of stock options to certain
employees and executives.
(c) Includes a $1.2 million fee received in March 1997 as compensation for
leading an investment consortium that provided the equity financing for our
initial Castle Transmission investment.
(d) Represents our aggregate number of sites of CCIC as of the end of each
period.
(e) EBITDA is defined as operating income (loss) plus depreciation and
amortization, non-cash compensation charges and restructuring charges.
EBITDA is presented as additional information because management believes
it to be a useful indicator of our ability to meet debt service and capital
expenditure requirements. It is not, however, intended as an alternative
measure of operating results or cash flow from operations, as determined in
accordance with generally accepted accounting principles. Furthermore, our
measure of EBITDA may not be comparable to similarly titled measures of
other companies.
(f) For purposes of computing the ratio of earnings to fixed charges, earnings
represent income (loss) before income taxes, fixed charges and equity in
earnings (losses) of unconsolidated affiliate. Fixed charges consist of
interest expense, the interest component of operating leases and
amortization of deferred financing costs. For the years ended December 31,
1995, 1996, 1997 and 1998, earnings were insufficient to cover fixed
charges by $21,000, $0.9 million, $10.8 million and $37.8 million,
respectively. For the six months ended June 30, 1998 and 1999, earnings
were insufficient to cover fixed charges by $13.3 million and $33.6
million, respectively.
(g) The 1995, 1996 and 1997 amounts represent (1) the senior convertible
preferred stock we privately placed in August 1997 and October 1997, all of
which has been converted into shares of common stock, and (2) Series A
convertible preferred stock, Series B convertible preferred stock and the
Series C convertible preferred stock we privately placed in April 1995,
July 1996 and February 1997, respectively, all of which has been converted
into shares of common stock in connection with the completion of our
initial public offering in August 1998. The 1998 and 1999 amounts represent
our exchangeable preferred stock.
----------------
24
<PAGE>
The selected quarterly historical consolidated financial data for CCIC set
forth below have been derived from the consolidated financial statements of
CCIC.
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------------
March 31 June 30 September 30 December 31
-------- -------- ------------ -----------
(Dollars in
thousands, except per share amounts)
<S> <C> <C> <C> <C>
1997:
Net revenues...................... $ 1,994 $ 4,771 $ 11,481 $13,159
Gross profit(1)................... 1,731 2,258 5,648 6,418
Net loss......................... (443) (1,706) (4,001) (5,792)
Loss per common share--basic and
diluted......................... (0.13) (0.51) (0.62) (0.69)
1998:
Net revenues..................... $ 11,837 $ 11,530 $ 28,894 $60,817
Gross profit(1).................. 6,244 7,550 15,835 35,631
Net loss......................... (6,606) (6,426) (17,444) (7,299)
Loss per common share--basic and
diluted......................... (0.79) (0.78) (0.33) (0.09)
1999:
Net revenues..................... $ 55,109 $ 77,527
Gross profit(1).................. 29,600 42,795
Loss before cumulative effect of
change in accounting principle.. (13,473) (20,850)
Cumulative effect of change in
accounting principle............ (2,414) --
Net loss......................... (15,887) (20,850)
Per common share--basic and
diluted:
Loss before cumulative effect of
change in accounting
principle...................... (0.21) (0.22)
Cumulative effect of change in
accounting principle........... (0.03) --
Net loss........................ (0.24) (0.22)
</TABLE>
- --------
(1) Represents net revenues less costs of operations.
25
<PAGE>
THE EXCHANGE OFFER
Purpose of the Exchange Offer
In connection with the sale of the old notes, we entered into a registration
rights agreement with the initial purchasers, under which we agreed to use our
best efforts to file and have declared effective an exchange offer registration
statement under the Securities Act of 1933.
We are making the exchange offer in reliance on the position of the SEC as
set forth in certain no-action letters. However, we have not sought our own no-
action letter. Based upon these interpretations by the SEC, we believe that a
holder of new notes, but not a holder who is our "affiliate" within the meaning
of Rule 405 of the Securities Act of 1933, who exchanges old notes for new
notes in the exchange offer, generally may offer the new notes for resale, sell
the new notes and otherwise transfer the new notes without further registration
under the Securities Act of 1933 and without delivery of a prospectus that
satisfies the requirements of Section 10 of the Securities Act of 1933. This
does not apply, however, to a holder who is our "affiliate" within the meaning
of Rule 405 of the Securities Act of 1933. We also believe that a holder may
offer, sell or transfer the new notes only if the holder acquires the new notes
in the ordinary course of its business and is not participating, does not
intend to participate and has no arrangement or understanding with any person
to participate in a distribution of the new notes.
Any holder of the old notes using the exchange offer to participate in a
distribution of new notes cannot rely on the no-action letters referred to
above. This includes a broker-dealer that acquired old notes directly from us,
but not as a result of market-making activities or other trading activities.
Consequently, the holder must comply with the registration and prospectus
delivery requirements of the Securities Act of 1933 in the absence of an
exemption from such requirements.
Each broker-dealer that receives new notes for its own account in exchange
for old notes, as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such new notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new notes received in exchange for old notes where such old
notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. The letter of transmittal states that
by acknowledging and delivering a prospectus, a broker-dealer will not be
considered to admit that it is an "underwriter" within the meaning of the
Securities Act of 1933. We have agreed that for a period of 180 days after the
expiration date, we will make this prospectus available to broker-dealers for
use in connection with any such resale. See "Plan of Distribution".
Except as described above, this prospectus may not be used for an offer to
resell, resale or other retransfer of new notes.
The exchange offer is not being made to, nor will we accept tenders for
exchange from, holders of old notes in any jurisdiction in which the exchange
offer or the acceptance of it would not be in compliance with the securities or
blue sky laws of such jurisdiction.
Terms of the Exchange
Upon the terms and subject to the conditions of the exchange offer, we will
accept any and all old notes validly tendered prior to 5:00 p.m., New York City
time, on the expiration date. The date of acceptance for exchange of the old
notes, and completion of the exchange offer, is the exchange date, which will
be the first business day following the expiration date (unless extended as
described
26
<PAGE>
in this document). We will issue, on or promptly after the exchange date, an
aggregate principal amount of up to $125,000,000 new cash-pay notes for a like
principal amount of outstanding old cash-pay notes and an aggregate principal
amount at maturity of up to $260,000,000 new discount notes for a like
principal amount at maturity of old discount notes, in each case tendered and
accepted in connection with the exchange offer. The new notes issued in
connection with the exchange offer will be delivered on the earliest
practicable date following the exchange date. Holders may tender some or all of
their old notes in connection with the exchange offer, but only in $1,000
increments of principal amount at maturity.
The terms of the new notes are identical in all material respects to the
terms of the old notes, except that the new notes have been registered under
the Securities Act of 1933 and are issued free from any covenant regarding
registration, including the payment of additional interest upon a failure to
file or have declared effective an exchange offer registration statement or to
complete the exchange offer by certain dates. The new notes will evidence the
same debt as the old notes and will be issued under the same indenture and
entitled to the same benefits under that indenture as the old notes being
exchanged. As of the date of this prospectus, $125,000,000 in aggregate
principal amount of the old cash-pay notes and $260,000,000 principal amount at
maturity of the old discount notes is outstanding.
In connection with the issuance of the old notes, we arranged for the old
notes originally purchased by qualified institutional buyers and those sold in
reliance on Regulation S under the Securities Act of 1933 to be issued and
transferable in book-entry form through the facilities of The Depository Trust
Company, acting as depositary. Except as described under "Description of
Notes--Book-Entry, Delivery and Form," the new notes will be issued in the form
of a global note registered in the name of DTC or its nominee and each
beneficial owner's interest in it will be transferable in book-entry form
through DTC. See "Description of Notes--Book-Entry, Delivery and Form".
Holders of old notes do not have any appraisal or dissenters' rights in
connection with the exchange offer. Old notes which are not tendered for
exchange or are tendered but not accepted in connection with the exchange offer
will remain outstanding and be entitled to the benefits of the indenture under
which they were issued, but will not be entitled to any registration rights
under the registration rights agreement.
We shall be considered to have accepted validly tendered old notes if and
when we have given oral or written notice to the exchange agent. The exchange
agent will act as agent for the tendering holders for the purposes of receiving
the new notes from us.
If any tendered old notes are not accepted for exchange because of an invalid
tender, the occurrence of certain other events described in this prospectus or
otherwise, we will return the old notes, without expense, to the tendering
holder as quickly as possible after the expiration date.
Holders who tender old notes will not be required to pay brokerage
commissions or fees or, subject to the instructions in the letter of
transmittal, transfer taxes on exchange of old notes in connection with the
exchange offer. We will pay all charges and expenses, other than certain
applicable taxes described below, in connection with the exchange offer. See
"--Fees and Expenses".
Expiration Date; Extensions; Amendments
The expiration date for the exchange offer is 5:00 p.m., New York City time,
on November 22, 1999, unless extended by us in our sole discretion (but in no
event to a date later than December 7, 1999), in which case the term
"expiration date" shall mean the latest date and time to which the exchange
offer is extended.
We reserve the right, in our sole discretion:
. to delay accepting any old notes, to extend the offer or to terminate
the exchange offer if, in our reasonable judgment, any of the conditions
described below shall not have been
27
<PAGE>
satisfied, by giving oral or written notice of the delay, extension or
termination to the exchange agent, or
. to amend the terms of the exchange offer in any manner.
If we amend the exchange offer in a manner that we consider material, we
will disclose such amendment by means of a prospectus supplement, and we will
extend the exchange offer for a period of five to ten business days.
If we determine to make a public announcement of any delay, extension,
amendment or termination of the exchange offer, we will do so by making a
timely release through an appropriate news agency.
Interest on the New Notes
Interest on the new cash-pay notes will accrue at the rate of 9 1/2% per
annum from the most recent date to which interest on the cash-pay notes has
been paid or, if no interest has been paid, from the date of the indenture
governing the cash-pay notes. Interest will be payable semiannually in arrears
on February 1 and August 1, commencing on February 1, 2000.
The accreted value of the new discount notes will be calculated from the
original date of issuance of the old discount notes. The new discount notes
will accrete daily at a rate of 11 1/4% per annum, compounded semiannually, to
an aggregate principal amount of $260,000,000 by August 1, 2004. Cash interest
will not accrue on the new discount notes prior to August 1, 2004. Thereafter,
cash interest on the new discount notes will accrue and be payable
semiannually in arrears on February 1 and August 1, commencing on February 1,
2005.
Conditions to the Exchange Offer
Despite any other term of the exchange offer, we will not be required to
accept for exchange, or exchange new notes for, any old notes and may
terminate the exchange offer as provided in this prospectus before the
acceptance of the old notes, if:
(1) any action or proceeding is instituted or threatened in any court or
by or before any governmental agency relating to the exchange offer
which, in our reasonable judgment, might materially impair our ability
to proceed with the exchange offer or materially impair the
contemplated benefits of the exchange offer to us, or any material
adverse development has occurred in any existing action or proceeding
relating to us or any of our subsidiaries;
(2) any change, or any development involving a prospective change, in our
business or financial affairs or any of our subsidiaries has occurred
which, in our reasonable judgment, might materially impair our ability
to proceed with the exchange offer or materially impair the
contemplated benefits of the exchange offer to us;
(3) any law, statute, rule or regulation is proposed, adopted or enacted,
which in our reasonable judgment, might materially impair our ability
to proceed with the exchange offer or materially impair the
contemplated benefits of the exchange offer to us; or
(4) any governmental approval has not been obtained, which approval we, in
our reasonable
discretion, consider necessary for the completion of the exchange offer
as contemplated by this prospectus.
The conditions listed above are for our sole benefit and may be asserted by
us regardless of the circumstances giving rise to any of these conditions. We
may waive these conditions in our reasonable discretion in whole or in part at
any time and from time to time. The failure by us at any time to exercise any
of the above rights shall not be considered a waiver of such right, and such
right
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<PAGE>
shall be considered on ongoing right which may be asserted at any time and from
time to time.
If we determine in our reasonable discretion that any of the conditions are
not satisfied, we may:
(1) refuse to accept any old notes and return all tendered old notes to the
tendering holders,
(2) extend the exchange offer and retain all old notes tendered before the
expiration of the exchange offer, subject, however, to the rights of
holders to withdraw these old notes (See "--Withdrawal of Tenders"
below), or
(3) waive unsatisfied conditions relating to the exchange offer and accept
all properly tendered old notes which have not been withdrawn.
Procedures for Tendering
Unless the tender is being made in book-entry form, to tender in the exchange
offer, a holder must
.complete, sign and date the letter of transmittal, or a facsimile of it,
.have the signatures guaranteed if required by the letter of transmittal
and
. mail or otherwise deliver the letter of transmittal or the facsimile,
the old notes and any other required documents to the exchange agent
prior to 5:00 p.m., New York City time, on the expiration date.
Any financial institution that is a participant in DTC's Book-Entry Transfer
Facility system may make book-entry delivery of the old notes by causing DTC to
transfer the old notes into the exchange agent's account. Although delivery of
old notes may be effected through book-entry transfer into the exchange agent's
account at DTC, the letter of transmittal (or facsimile), with any required
signature guarantees and any other required documents, must, in any case, be
transmitted to and received or confirmed by the exchange agent at its addresses
set forth under the caption "exchange agent" below, prior to 5:00 p.m., New
York City time, on the expiration date. Delivery of documents to DTC in
accordance with its procedures does not constitute delivery to the exchange
agent.
The tender by a holder of old notes will constitute an agreement between us
and the holder in accordance with the terms and subject to the conditions set
forth in this prospectus and in the letter of transmittal.
The method of delivery of old notes and the letter of transmittal and all
other required documents to the exchange agent is at the election and risk of
the holders. Instead of delivery by mail, we recommend that holders use an
overnight or hand delivery service. In all cases, holders should allow
sufficient time to assure delivery to the exchange agent before the expiration
date. No letter of transmittal of old notes should be sent to us. Holders may
request their respective brokers, dealers, commercial banks, trust companies or
nominees to effect the tenders for such holders.
Any beneficial owner whose old notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to
tender should contact the registered holder promptly and instruct such
registered holder to tender on behalf of the beneficial owner. If the
beneficial owner wishes to tender on that owner's own behalf, the owner must,
prior to completing and executing the letter of transmittal and delivery of
such owner's old notes, either make appropriate arrangements to register
ownership of the old notes in the owner's name or obtain a properly completed
bond power from the registered holder. The transfer of registered ownership may
take considerable time.
Signature on a letter of transmittal or a notice of withdrawal must be
guaranteed by an eligible guarantor institution within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, unless the old notes
tendered pursuant thereto are tendered:
. by a registered holder who has not completed the box entitled "Special
Payment Instructions" or "Special Delivery Instructions" on the letter
of transmittal, or
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<PAGE>
. for the account of an eligible guarantor institution.
In the event that signatures on a letter of transmittal or a notice of
withdrawal are required to be guaranteed, such guarantee must be by:
. a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc.,
. a commercial bank or trust company having an office or correspondent in
the United States or
. an "eligible guarantor institution".
If the letter of transmittal is signed by a person other than the registered
holder of any old notes, the old notes must be endorsed by the registered
holder or accompanied by a properly completed bond power, in each case signed
or endorsed in blank by the registered holder.
If the letter of transmittal or any old notes or bond powers are signed or
endorsed by trustees, executors, administrators, guardians, attorney-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by
us, submit evidence satisfactory to us of their authority to act in that
capacity with the letter of transmittal.
We will determine all questions as to the validity, form, eligibility
(including time of receipt) and acceptance and withdrawal of tendered old notes
in our sole discretion. We reserve the absolute right to reject any and all old
notes not properly tendered or any old notes whose acceptance by us would, in
the opinion of our U.S. counsel, be unlawful. We also reserve the right to
waive any defects, irregularities or conditions of tender as to any particular
old notes either before or after the expiration date. Our interpretation of the
terms and conditions of the exchange offer (including the instructions in the
letter of transmittal) will be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of old notes must be
cured within a time period we will determine. Although we intend to request the
exchange agent to notify holders of defects or irregularities relating to
tenders of old notes, neither we, the exchange agent nor any other person will
have any duty or incur any liability for failure to give such notification.
Tenders of old notes will not be considered to have been made until such
defects or irregularities have been cured or waived. Any old notes received by
the exchange agent that are not properly tendered and as to which the defects
or irregularities have not been cured or waived will be returned by the
exchange agent to the tendering holders, unless otherwise provided in the
letter of transmittal, as soon as practicable following the expiration date.
In addition, we reserve the right, as set forth above under the caption
"Conditions to the Exchange Offer", to terminate the exchange offer.
By tendering, each holder represents to us, among other things, that:
. the new notes acquired in connection with the exchange offer are being
obtained in the ordinary course of business of the person receiving the
new notes, whether or not such person is the holder;
. neither the holder nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such
new notes; and
. neither the holder nor any such other person is our "affiliate" (as
defined in Rule 405 under the Securities Act of 1933).
If the holder is a broker-dealer which will receive new notes for its own
account in exchange for old notes, it will acknowledge that it acquired such
old notes as the result of market-making activities or other trading activities
and it will deliver a prospectus in connection with any resale of such new
notes. See "Plan of Distribution".
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<PAGE>
Guaranteed Delivery Procedures
A holder who wishes to tender its old notes and:
--whose old notes are not immediately available;
--who cannot deliver the holder's old notes, the letter of transmittal or
any other required documents to the exchange agent prior to the expiration
date; or
--who cannot complete the procedures for book-entry transfer before the
expiration date
may effect a tender if:
--the tender is made through an eligible guarantor institution;
--before the expiration date, the exchange agent receives from the eligible
guarantor institution:
. a properly completed and duly executed notice of guaranteed delivery
by facsimile transmission, mail or hand delivery,
. the name and address of the holder,
. the certificate number(s) of the old notes and the principal amount
at maturity of old notes tendered, stating that the tender is being
made and guaranteeing that, within three New York Stock Exchange
trading days after the expiration date, the letter of transmittal
and the certificate(s) representing the old notes (or a confirmation
of book-entry transfer), and any other documents required by the
letter of transmittal will be deposited by the eligible guarantor
institution with the exchange agent; and
--the exchange agent receives, within three New York Stock Exchange trading
days after the expiration date, a properly completed and executed letter
of transmittal or facsimile, as well as the certificate(s) representing
all tendered old notes in proper form for transfer or a confirmation of
book-entry transfer, and all other documents required by the letter of
transmittal.
Withdrawal of Tenders
Except as otherwise provided herein, tenders of old notes may be withdrawn at
any time prior to 5:00 p.m., New York City time, on the expiration date.
To withdraw a tender of old notes in connection with the exchange offer, a
written facsimile transmission notice of withdrawal must be received by the
exchange agent at its address set forth herein prior to 5:00 p.m., New York
City time, on the expiration date. Any such notice of withdrawal must:
. specify the name of the person who deposited the old notes to be
withdrawn,
. identify the old notes to be withdrawn (including the certificate number
or numbers and principal amount at maturity of such old notes),
. be signed by the depositor in the same manner as the original signature
on the letter of transmittal by which such old notes were tendered
(including any required signature guarantees) or be accompanied by
documents of transfer sufficient to have the trustee register the
transfer of such old notes into the name of the person withdrawing the
tender, and
. specify the name in which any such old notes are to be registered, if
different from that of the depositor.
We will determine all questions as to the validity, form and eligibility
(including time of receipt) of such withdrawal notices. Any old notes so
withdrawn will be considered not to have been validly tendered for purposes of
the exchange offer, and no new notes will be issued unless the old notes
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<PAGE>
withdrawn are validly re-tendered. Any old notes which have been tendered but
which are not accepted for exchange or which are withdrawn will be returned to
the holder without cost to such holder as soon as practicable after withdrawal,
rejection of tender or termination of the exchange offer. Properly withdrawn
old notes may be re-tendered by following one of the procedures described above
under the caption "Procedures for Tendering" at any time prior to the
expiration date.
Exchange Agent
United States Trust Company of New York has been appointed as exchange agent
in connection with the exchange offer. Questions and requests for assistance,
requests for additional copies of this prospectus or of the letter of
transmittal should be directed to the exchange agent, at its offices at 770
Broadway, 13th Floor, New York, NY 10003. The exchange agent's telephone number
is (800) 548-6565 and facsimile number is (212) 420-6152.
Fees and Expenses
We will not make any payment to brokers, dealers or others soliciting
acceptances of the exchange offer. We will pay certain other expenses to be
incurred in connection with the exchange offer, including the fees and expenses
of the exchange agent, accounting and certain legal fees.
Holders who tender their old notes for exchange will not be obligated to pay
any transfer taxes. If, however:
. new notes are to be delivered to, or issued in the name of, any person
other than the registered holder of the old notes tendered, or
. if tendered old notes are registered in the name of any person other than
the person signing the letter of transmittal, or
. if a transfer tax is imposed for any reason other than the exchange of
old notes in connection with the exchange offer,
then the amount of any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption from them is not
submitted with the letter of transmittal, the amount of such transfer taxes
will be billed directly to the tendering holder.
Accounting Treatment
The new notes will be recorded at the same carrying value as the old notes as
reflected in our accounting records on the date of the exchange. Accordingly,
we will not recognize any gain or loss for accounting purposes upon the
completion of the exchange offer. Any expenses of the exchange offer that we
paid will be charged against our deferred financing costs in accordance with
generally accepted accounting principles.
Consequences of Failures to Properly Tender Old Notes in the Exchange
Issuance of the new notes in exchange for the old notes under the exchange
offer will be made only after timely receipt by the exchange agent of such old
notes, a properly completed and duly executed letter of transmittal and all
other required documents. Therefore, holders of the old notes desiring to
tender such old notes in exchange for new notes should allow sufficient time to
ensure timely delivery. We are under no duty to give notification of defects or
irregularities of tenders of old notes for exchange. Old notes that are not
tendered or that are tendered but not accepted by us will, following completion
of the exchange offer, continue to be subject to the existing restrictions upon
transfer thereof under the Securities Act of 1933, and, upon completion of the
exchange offer, certain registration rights under the registration rights
agreement will terminate.
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<PAGE>
In the event the exchange offer is completed, we will not be required to
register the remaining old notes. Remaining old notes will continue to be
subject to the following restrictions on transfer:
. the remaining old notes may be resold only if registered pursuant to the
Securities Act of 1933, if any exemption from registration is available,
or if neither such registration nor such exemption is required by law,
and
. the remaining old notes will bear a legend restricting transfer in the
absence of registration or an exemption.
We do not currently anticipate that we will register the remaining old notes
under the Securities Act of 1933. To the extent that old notes are tendered and
accepted in connection with the exchange offer, any trading market for
remaining old notes could be adversely affected.
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<PAGE>
DESCRIPTION OF NOTES
General
You can find the definitions of certain terms used in the following summary
under the subheading "Certain Definitions". In this summary, the word "CCIC"
refers only to Crown Castle International Corp. and not to any of its
Subsidiaries.
The old cash-pay notes and the old discount notes were issued under two
separate indentures and the new cash-pay notes and the new discount notes will
be issued under these same two indentures, in each case between CCIC and United
States Trust Company of New York, as trustee. The terms of the notes include
those stated in the applicable indenture and those made part of that indenture
by reference to the Trust Indenture Act of 1939, as amended. The new and old
cash-pay notes and the new and old discount notes will, in each case, be
identical in all material respects, except that the new notes have been
registered under the Securities Act of 1933 and are free of any obligation
regarding registration, including the payment of additional interest upon
failure to file or have declared effective an exchange offer registration
statement or to consummate an exchange offer by certain dates.
The following description is a summary of the material provisions of the
indentures and the registration rights agreement. It does not restate the
indentures or the registration rights agreement in their entirety. We urge you
to read the indentures and the registration rights agreement, because they, and
not this description, define your rights as Holders of the notes. A copy of the
indentures and the registration rights agreement is available as set forth
below under "--Additional Information".
Brief Description of the Notes
The cash-pay notes:
. are general obligations of CCIC;
. rank equally with all existing and future senior debt of CCIC,
including the discount notes;
. accrue interest from the date they are issued at a rate of 9 1/2%,
which is payable semiannually; and
. mature on August 1, 2011.
The discount notes:
. are general obligations of CCIC;
. rank equally with all existing and future senior debt of CCIC,
including the cash-pay notes;
. accrete in value, from the date the old discount notes were issued
through August 1, 2004, to their principal amount at maturity;
. accrue interest from August 1, 2004 at a rate of 11 1/4%, which is
payable semiannually; and
. mature on August 1, 2011.
CCIC has covenanted that it will offer to repurchase notes under the
circumstances described in the indentures upon:
. a Change of Control of CCIC; or
. an Asset Sale by CCIC or any of its Restricted Subsidiaries.
Each of the indentures governing the notes also contains the following
covenants:
. Restricted Payments;
. incurrence of Indebtedness and issuance of preferred stock;
. Liens;
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<PAGE>
. dividend and other payment restrictions affecting Subsidiaries;
. merger, consolidation or sale of assets;
. transactions with Affiliates;
. sale and leaseback transactions;
. limitation on issuances and sales of Capital Stock of Restricted
Subsidiaries;
. limitation on issuances of Guarantees of Indebtedness;
. Business Activities; and
. Reports.
The operations of CCIC are conducted through its Subsidiaries, and,
therefore, CCIC depends on the cash flow of its Subsidiaries to meet its
obligations, including its obligations under the notes. CCIC's Subsidiaries
will not be guarantors of the notes, and the notes will be effectively
subordinated to all Indebtedness, including all borrowings under the Senior
Credit Facility, the Bell Atlantic joint venture credit facility, the Castle
Transmission credit facility and the Castle Transmission bonds, and other
liabilities and commitments, including trade payables and lease obligations, of
CCIC's Subsidiaries. Any right of CCIC to receive assets of any of its
Subsidiaries upon the liquidation or reorganization of the Subsidiaries, and
the consequent right of the Holders of the notes to participate in those
assets, will be effectively subordinated to the claims of that Subsidiary's
creditors, except to the extent that CCIC is itself recognized as a creditor of
such Subsidiary. If CCIC is recognized as a creditor of such Subsidiary, the
claims of CCIC would still be subordinate in right of payment to any security
in the assets of that Subsidiary and any indebtedness of that Subsidiary senior
to that held by CCIC. As of March 31, 1999, after giving pro forma effect to
the proposed and recent transactions described in this prospectus, CCIC's
Subsidiaries would have had $498.7 million of Indebtedness outstanding, and
would have had $39.9 million, $6.2 million and $19.8 million of unused
borrowing availability, respectively, under the Senior Credit Facility, the
Bell Atlantic joint venture credit facility and the Castle Transmission credit
facility. The provisions of the Senior Credit Facility, the Bell Atlantic joint
venture credit facility, the Castle Transmission credit facility and the Castle
Transmission bonds contain substantial restrictions on the ability of those
Subsidiaries to dividend or distribute cash flow or assets to CCIC. See "Risk
Factors--As a Holding Company, We Require Dividends from Subsidiaries to Meet
Cash Requirements or Pay Dividends".
As of the date of the indentures, all of CCIC's Subsidiaries will be
Restricted Subsidiaries other than:
(1) CTSH and its subsidiaries; and
(2) Crown Castle Investment Corp. and Crown Castle Investment Corp. II
and their subsidiaries, through which CCIC holds its interest in the Bell
Atlantic joint venture.
However, under certain circumstances, CCIC will be able to designate current
or future Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries
will not be subject to many of the restrictive covenants set forth in the
indentures.
Principal, Maturity and Interest
Cash-pay Notes
The cash-pay notes were initially limited in aggregate principal amount to
$125.0 million. The indenture governing the cash-pay notes allows CCIC to issue
up to $75.0 million aggregate principal amount of cash-pay notes in addition to
that initial amount. However, the issuance of any of those additional notes
will be subject to CCIC's ability to incur indebtedness under the covenant
"Incurrence of Indebtedness and Issuance of Preferred Stock" and similar
restrictions in the instruments governing CCIC's other Indebtedness. Any such
additional notes will be treated as part of the same class and series as the
cash-pay notes for purposes of voting under the indenture
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<PAGE>
governing the cash-pay notes. Cash-pay notes will be issued in denominations of
$1,000 in principal amount at maturity and integral multiples of $1,000 in
principal amount at maturity.
The cash-pay notes will mature on August 1, 2011. Interest on the cash-pay
notes will accrue at the rate of 9 1/2% per annum and will be payable in U.S.
dollars semiannually in arrears on February 1 and August 1, commencing on
February 1, 2000. CCIC will make each interest payment to Holders of record on
the immediately preceding January 15 and July 15.
Interest on the cash-pay notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of the
indenture governing the cash-pay notes. Interest will be computed on the basis
of a 360-day year comprised of twelve 30-day months.
Discount Notes
CCIC initially issued discount notes with an aggregate principal amount at
maturity of $260.0 million, which generated gross proceeds of approximately
$150.5 million. The indenture governing the discount notes allows CCIC to issue
up to an additional aggregate principal amount at maturity of $100.0 million
discount notes. The issuance of any of those additional notes will be subject
to CCIC's ability to incur indebtedness under the covenant "Incurrence of
Indebtedness and Issuance of Preferred Stock" and similar restrictions in the
instruments governing CCIC's other Indebtedness. Any such additional notes will
be treated as part of the same class and series as the discount notes for
purposes of voting under the indenture governing the discount notes. Discount
notes will be issued in denominations of $1,000 in principal amount at maturity
and integral multiples of $1,000 in principal amount at maturity.
The old discount notes were issued with original issue discount for U.S.
Federal income tax purposes. The new discount notes will bear the same amount
of original issue discount as the old discount notes.
The discount notes will mature on August 1, 2011. No cash interest will
accrue on the discount notes before August 1, 2004. The Accreted Value of the
discount notes will accrete, representing the amortization of original issue
discount, between the date of original issuance of the old discount notes and
August 1, 2004, on a semiannual bond equivalent basis using a 360-day year
comprised of twelve 30-day months such that the Accreted Value shall be equal
to the full principal amount of the discount notes on August 1, 2004, the Full
Accretion Date. The initial aggregate Accreted Value of the old discount notes
on the date of issuance was approximately $150.5 million, representing the
original price at which the old discount notes were initially offered.
Beginning on August 1, 2004, interest on the discount notes will accrue at the
rate of 11 1/4% per annum and will be payable in U.S. dollars semiannually in
arrears on February 1 and August 1, commencing on February 1, 2005. CCIC will
make each interest payment to Holders of record on the immediately preceding
January 15 and July 15.
Cash interest will accrue on the discount notes from the most recent date to
which interest has been paid or, if no interest has been paid, from the Full
Accretion Date. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.
Methods of Receiving Payments on the Notes
If a Holder has given wire transfer instructions to CCIC, CCIC will make all
payments of principal of, premium, if any, and interest and Special Interest,
if any, on that Holder's notes in accordance with those instructions. All other
payments on the notes will be made at the office or agency of the paying agent
and registrar for the notes within the City and State of New York unless CCIC
elects to make interest payments by check mailed to the Holders at their
address set forth in the register of Holders.
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<PAGE>
Paying Agent and Registrar for the Notes
The trustee under each of the indentures will act as the paying agent and
registrar for each series of notes. CCIC may change the paying agent or
registrar under either indenture without prior notice to the Holders of the
relevant series of notes, and CCIC or any of its Subsidiaries may act as paying
agent or registrar under either indenture.
Transfer and Exchange
A Holder may transfer or exchange notes in accordance with the applicable
indenture. The registrar and the trustee may require a Holder to furnish
appropriate endorsements and transfer documents in connection with a transfer
of notes. Holders will be required to pay all taxes due on transfer. CCIC is
not required to transfer or exchange any notes selected for redemption. Also,
CCIC is not required to transfer or exchange any notes for a period of 15 days
before a selection of notes to be redeemed.
Optional Redemption
Cash-pay Notes
During the first 36 months after the date of original issuance of the old
cash-pay notes, CCIC may on any one or more occasions redeem up to 35% of the
aggregate principal amount of cash-pay notes originally issued at a redemption
price of 109.50% of the principal amount of the cash-pay notes to be redeemed
on the redemption date with the net cash proceeds of one or more Public Equity
Offerings and/or Strategic Equity Investments; provided that:
(1) at least 65% of the aggregate principal amount of cash-pay notes
originally issued remains outstanding immediately after the occurrence of
such redemption, excluding notes held by CCIC or any of its Subsidiaries;
and
(2) the redemption occurs within 60 days of the date of the closing of
the Public Equity Offering or Strategic Equity Investment.
Except pursuant to the preceding paragraph, the cash-pay notes will not be
redeemable at CCIC's option prior to August 1, 2004. On or after August 1,
2004, CCIC may redeem all or a part of the cash-pay notes upon not less than 30
nor more than 60 days' notice, at the redemption prices expressed as
percentages of principal amount set forth below plus accrued and unpaid
interest and Special Interest, if any, on the cash-pay notes redeemed to the
applicable redemption date, subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date, if redeemed during the twelve-month period beginning on August 1 of the
years indicated below:
<TABLE>
<CAPTION>
Year Percentage
---- ----------
<S> <C>
2004........................................ 104.750%
2005........................................ 103.167%
2006........................................ 101.583%
2007 and thereafter......................... 100.000%
</TABLE>
Discount Notes
During the first 36 months after the date of original issuance of the old
discount notes, CCIC may on any one or more occasions redeem up to 35% of the
aggregate principal amount at maturity of the discount notes originally issued
at a redemption price of 111.25% of the Accreted Value of the discount notes to
be redeemed on the redemption date plus Special Interest, if any, with the net
cash proceeds of one or more Public Equity Offerings and/or Strategic Equity
Investments; provided that:
(1) at least 65% of the aggregate principal amount at maturity of
discount notes originally issued remains outstanding immediately after the
occurrence of such redemption, excluding notes held by CCIC or any of its
Subsidiaries; and
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<PAGE>
(2) the redemption occurs within 60 days of the date of the closing of
the Public Equity Offering or Strategic Equity Investment.
Except pursuant to the preceding paragraph, the discount notes will not be
redeemable at CCIC's option prior to August 1, 2004. On or after August 1,
2004, CCIC may redeem all or a part of the discount notes upon not less than 30
nor more than 60 days' notice, at the redemption prices expressed as
percentages of principal amount set forth below plus accrued and unpaid
interest and Special Interest, if any, on the discount notes redeemed to the
applicable redemption date, subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date, if redeemed during the twelve-month period beginning on August 1 of the
years indicated below:
<TABLE>
<CAPTION>
Year Percentage
---- ----------
<S> <C>
2004........................................ 105.625%
2005........................................ 103.750%
2006........................................ 101.875%
2007 and thereafter......................... 100.000%
</TABLE>
Selection and Notice
If less than all of the cash-pay notes or discount notes, as the case may be,
are to be redeemed at any time, the trustee under the applicable indenture will
select notes for redemption as follows:
(1) if the notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities
exchange, if any, on which the notes are listed; or
(2) if the notes are not listed on any national securities exchange, on a
pro rata basis, by lot or by such method as the trustee shall deem fair and
appropriate.
No notes of $1,000 of principal amount at maturity or less will be redeemed
in part. Notices of redemption will be mailed by first class mail at least 30
but not more than 60 days before the redemption date to each Holder of notes to
be redeemed at its registered address. Notices of redemption may not be
conditional.
If any note is to be redeemed in part only, the notice of redemption that
relates to such note shall state the portion of the principal amount of that
note to be redeemed. A new note in principal amount equal to the unredeemed
portion of the original note presented for redemption will be issued in the
name of the Holder thereof upon cancellation of the original note. Notes called
for redemption become due on the date fixed for redemption. On and after the
redemption date, interest ceases to accrue or accrete on notes or portions of
them called for redemption.
Mandatory Redemption
CCIC is not required to make mandatory redemption or sinking fund payments
with respect to the notes.
Repurchase at the Option of Holders
Change of Control
If a Change of Control occurs, each Holder of notes will have the right to
require CCIC to repurchase all or any part, equal to $1,000 or an integral
multiple of $1,000, of such Holder's notes pursuant to the offer described
below (the "Change of Control Offer"). The offer price in any Change of Control
Offer will be payable in cash and will be 101% of the aggregate principal
amount of any cash-pay notes repurchased and any discount notes repurchased
after the Full Accretion Date, in
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<PAGE>
each case plus accrued and unpaid interest and Special Interest on the notes,
if any (subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date), to the date of
purchase, and 101% of the Accreted Value of any discount notes purchased prior
to the Full Accretion Date (in either case, the "Change of Control Payment").
Within 30 days following any Change of Control, CCIC will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of
Control and offering to repurchase notes on the date specified in the notice
(the "Change of Control Payment Date"). The Change of Control Payment Date will
be no earlier than 30 days and no later than 60 days from the date the notice
is mailed, pursuant to the procedures required by the applicable indenture and
described in such notice.
On the Change of Control Payment Date, CCIC will, to the extent lawful:
(1) accept for payment all notes or portions of the notes properly
tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of
Control Payment in respect of all notes or portions of notes properly
tendered; and
(3) deliver or cause to be delivered to the applicable trustee the notes
so accepted together with an officers' certificate stating the aggregate
principal amount of notes or portions of the notes being purchased by CCIC.
The paying agent will promptly mail to each Holder of notes properly tendered
the Change of Control Payment for such notes, and the applicable trustee will
promptly authenticate and mail, or cause to be transferred by book entry, to
each Holder a replacement note equal in principal amount to any unpurchased
portion of the notes surrendered, if any; provided that the new note will be in
a principal amount at maturity of $1,000 or an integral multiple of $1,000.
The Change of Control provisions described above will be applicable whether
or not any other provisions of the relevant indenture is applicable. CCIC will
comply with the requirements of Section 14(e) of the Securities Exchange Act of
1934 and any other securities laws or regulations to the extent those laws and
regulations are applicable to any Change of Control Offer. If the provisions of
any of the applicable securities laws or securities regulations conflict with
the provisions of the covenant described above, CCIC will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under the covenant described above by virtue of the
compliance.
The Change of Control purchase feature is a result of negotiations between
CCIC and the initial purchasers of the old notes. Management has no present
intention to engage in a transaction involving a Change of Control, although it
is possible that CCIC would decide to do so in the future. Subject to the
limitations discussed below, CCIC could, in the future, enter into certain
transactions, including acquisitions, refinancings or other recapitalizations,
that would not constitute a Change of Control under the indentures, but that
could increase the amount of Indebtedness outstanding at such time or otherwise
affect CCIC's capital structure. Restrictions on the ability of CCIC to incur
additional Indebtedness are contained in the covenants described under "--
Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock",
"--Certain Covenants--Liens" and "--Certain Covenants--Sale and Leaseback
Transactions". Such restrictions can only be waived with the consent of the
Holders of a majority in principal amount of the notes then outstanding. Except
for the limitations contained in the covenants, however, the indentures will
not contain any covenants or provisions that may afford Holders of the notes
protection in the event of certain highly leveraged transactions.
The credit facilities of CCIC's Subsidiaries limit CCIC's access to the cash
flow of those Subsidiaries and will, therefore, restrict CCIC's ability to
purchase any notes. Each of these credit facilities also provides that the
occurrence of certain change of control events with respect to CCIC
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constitutes a default under that credit facility. In the event that a Change of
Control occurs at a time when CCIC's Subsidiaries are prohibited from making
distributions to CCIC to purchase notes, CCIC could cause its Subsidiaries to
seek the consent of the lenders under the credit facilities to allow the
distributions or could attempt to refinance the borrowings that contain the
prohibition. If CCIC does not obtain a consent or repay such borrowings, CCIC
will remain prohibited from purchasing notes. In this case, CCIC's failure to
purchase tendered notes would constitute an Event of Default under the
indentures which would, in turn, constitute a default under the credit
facilities. Future indebtedness of CCIC and its Subsidiaries may contain
prohibitions on the occurrence of certain events that would constitute a Change
of Control or require the indebtedness to be repurchased if a Change of Control
occurs. Moreover, the exercise by the Holders of their right to require CCIC to
repurchase the notes could cause a default under such indebtedness, even if the
Change of Control itself does not, due to the financial effect of such
repurchase on CCIC. Finally, CCIC's ability to pay cash to the Holders of notes
following the occurrence of a Change of Control may be limited by CCIC's then
existing financial resources, including its ability to access the cash flow of
its Subsidiaries. See "Risk Factors--As a Holding Company, We Require Dividends
from Subsidiaries to Meet Cash Requirements on Pay Dividends". There can be no
assurance that sufficient funds will be available when necessary to make any
required repurchases.
CCIC will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in the
indentures applicable to a Change of Control Offer made by CCIC and purchases
all notes properly tendered and not withdrawn under such Change of Control
Offer. The provisions under the indentures relating to CCIC's obligation to
make an offer to repurchase the notes as a result of a Change of Control may be
waived or modified with the written consent of the Holders of a majority in
principal amount of the notes then outstanding.
The definition of Change of Control includes a phrase relating to the sale,
lease, transfer, conveyance or other disposition of "all or substantially all"
of the assets of CCIC and its Restricted Subsidiaries taken as a whole.
Although there is a developing body of case law interpreting the phrase
"substantially all", there is no precise established definition of the phrase
under applicable law. Accordingly, the ability of a Holder of notes to require
CCIC to repurchase the notes as a result of a sale, lease, transfer, conveyance
or other disposition of less than all of the assets of CCIC and its
Subsidiaries taken as a whole to another Person or group may be uncertain.
Asset Sales
CCIC will not, and will not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:
(1) CCIC (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the fair
market value of the assets or Equity Interests issued or sold or otherwise
disposed of;
(2) fair market value is determined by CCIC's board of directors and
evidenced by a resolution of its board of directors set forth in an
officers' certificate delivered to the trustee under the applicable
indenture; and
(3) except in the case of a Tower Asset Exchange, at least 75% of the
consideration received in such Asset Sale by CCIC or such Restricted
Subsidiary is in the form of cash or Cash Equivalents.
For purposes of this provision, each of the following shall be deemed to be
cash:
(a) any liabilities, as shown on CCIC's or such Restricted Subsidiary's
most recent balance sheet, of CCIC or any Restricted Subsidiary (other than
contingent liabilities and liabilities that
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are by their terms subordinated to the notes or any guarantee of the notes)
that are assumed by the transferee of any assets pursuant to a customary
novation agreement that releases CCIC or the Restricted Subsidiary from
further liability; and
(b) any securities, notes or other obligations received by CCIC or any
Restricted Subsidiary from the transferee that are converted by CCIC or the
Restricted Subsidiary into cash within 20 days of the applicable Asset
Sale, to the extent of the cash received in that conversion.
Within 365 days after the receipt of any Net Proceeds from an Asset Sale, CCIC
or the Restricted Subsidiary may apply those Net Proceeds to:
(1) reduce Indebtedness under a Credit Facility;
(2) reduce other Indebtedness of any of CCIC's Restricted Subsidiaries;
(3) the acquisition of all or substantially all the assets of a Permitted
Business;
(4) the acquisition of Voting Stock of a Permitted Business from a Person
that is not a Subsidiary of CCIC; provided that, after giving effect to the
acquisition, CCIC or its Restricted Subsidiary owns a majority of the
Voting Stock of that business; or
(5) the making of a capital expenditure or the acquisition of other long-
term assets that are used or useful in a Permitted Business.
Pending the final application of any Net Proceeds, CCIC may temporarily
reduce revolving credit borrowings or otherwise invest the Net Proceeds in any
manner that is not prohibited by the applicable indenture.
Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will be deemed to constitute "Excess
Proceeds". When the aggregate amount of Excess Proceeds exceeds $10.0 million,
CCIC will be required to make an offer to all Holders of notes and all holders
of other senior Indebtedness of CCIC containing provisions similar to those set
forth in the indentures relating to the notes with respect to offers to
purchase or redeem with the proceeds of sales of (an "Asset Sale Offer"), to
purchase the maximum principal amount (or accreted value, as applicable) of
notes and such other senior Indebtedness of CCIC that may be purchased out of
the Excess Proceeds. The offer price in any Asset Sale Offer will be payable in
cash and will be 100% of the principal amount of any cash-pay notes or discount
notes purchased after the Full Accretion Date, plus accrued and unpaid interest
to the date of purchase, or 100% of the Accreted Value of discount notes
purchased prior to the Full Accretion Date. In the case of any other senior
Indebtedness, the offer price will be 100% of the principal amount (or accreted
value, as applicable) of the Indebtedness plus accrued and unpaid interest
thereon and Special Interest, if any, to the date of purchase. Each Asset Sale
Offer will be made in accordance with the procedures set forth in the
indentures and the other senior Indebtedness of CCIC. If any Excess Proceeds
remain after consummation of an Asset Sale Offer, CCIC may use the remaining
Excess Proceeds for any purpose not otherwise prohibited by the indentures. If
the aggregate principal amount of notes and the other senior indebtedness of
CCIC tendered into the Asset Sale Offer exceeds the amount of Excess Proceeds,
the trustee will select the notes and such other senior Indebtedness to be
purchased on a pro rata basis. Upon completion of the Asset Sale Offer, the
amount of Excess Proceeds will be reset at zero.
Certain Covenants
Restricted Payments
CCIC will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly:
(1) declare or pay any dividend or make any other payment or distribution
on account of CCIC's or any of its Restricted Subsidiaries' Equity
Interests (including, without limitation, any
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payment in connection with any merger or consolidation involving CCIC or
any of its Restricted Subsidiaries) or to the direct or indirect holders of
CCIC's or any of its Restricted Subsidiaries' Equity Interests in their
capacity as such (other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of CCIC or to CCIC or a
Restricted Subsidiary of CCIC);
(2) purchase, redeem or otherwise acquire or retire for value (including
without limitation, in connection with any merger or consolidation
involving CCIC) any Equity Interests of CCIC or any direct or indirect
parent of CCIC (other than any such Equity Interests owned by CCIC or any
of its Restricted Subsidiaries);
(3) make any payment on or with respect to, or purchase, redeem, defease
or otherwise acquire or retire for value any Indebtedness that is
subordinated to the notes, except a payment of interest or principal at
Stated Maturity; or
(4) make any Restricted Investment, (all such payments and other actions
set forth in these clauses (1) through (4) above, including those occuring
since the date of the Senior Discount Note Indenture, being collectively
referred to as "Restricted Payments"),
unless, at the time of and after giving effect to such Restricted Payment:
(1) no Default has occurred and is continuing or would occur as a
consequence of the Restricted Payment; and
(2) CCIC would have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Debt to Adjusted Consolidated Cash Flow Ratio
test set forth in the first paragraph of the covenant described below under
the caption "--Incurrence of Indebtedness and Issuance of Preferred Stock";
provided that CCIC and its Restricted Subsidiaries will not be required to
comply with this clause (2) in order to make any Restricted Investment; and
(3) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by CCIC and its Restricted Subsidiaries
after the date of the Senior Discount Note Indenture (excluding Restricted
Payments permitted by clauses (2), (3) and (4) of the paragraph of
exceptions below), is less than the sum, without duplication, of:
(a) 100% of the Consolidated Cash Flow of CCIC for the period (taken
as one accounting period) from the beginning of the fiscal quarter
during which the Senior Discount Note Indenture was executed to the end
of CCIC's most recently ended fiscal quarter for which internal
financial statements are available at the time of such Restricted
Payment (or, if the Consolidated Cash Flow for such period is a
deficit, less 100% of the deficit), less 1.75 times the Consolidated
Interest Expense of CCIC since the beginning of the fiscal quarter
during which the Senior Discount Note Indenture was executed; plus
(b) 100% of the aggregate net cash proceeds received by CCIC since
the beginning of the fiscal quarter during which the Senior Discount
Note Indenture was executed as a contribution to its common equity
capital or from the issue or sale of Equity Interests of CCIC (other
than Disqualified Stock and except to the extent such net cash proceeds
are used to incur new Indebtedness outstanding pursuant to clause (11)
of the second paragraph of the covenant described below under the
caption "Incurrence of Indebtedness
and Issuance of Preferred Stock") or from the issue or sale of
Disqualified Stock or debt securities of CCIC that have been converted
into Equity Interests (other than Equity Interests (or Disqualified
Stock or convertible debt securities) sold to a Subsidiary of CCIC and
other than Disqualified Stock or convertible debt securities that have
been converted into Disqualified Stock); plus
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(c) to the extent that any Restricted Investment that was made after
the date of the Senior Discount Note Indenture is sold for cash or
otherwise liquidated or repaid for cash, the lesser of:
(A) the cash return of capital with respect to the Restricted
Investment (less the cost of disposition, if any), and
(B) the initial amount of the Restricted Investment; plus
(d) to the extent that any Unrestricted Subsidiary of CCIC and all of
its Subsidiaries are designated as Restricted Subsidiaries after the
date of the Senior Discount Note Indenture, the lesser of:
(A) the fair market value of CCIC's Investments in such
Subsidiaries as of the date of such designation, or
(B) the sum of:
(x) the fair market value of CCIC's Investments in such
Subsidiaries as of the date on which such Subsidiaries were
originally designated as Unrestricted Subsidiaries, and
(y) the amount of any Investments made in such Subsidiaries
subsequent to such designation (and treated as Restricted
Payments) by CCIC or any Restricted Subsidiary; provided that:
(i) in the event the Unrestricted Subsidiaries designated
as Restricted Subsidiaries are CTSH and its Subsidiaries, the
references in clauses (A) and (B) of this clause (d) to fair
market value of CCIC's Investments in such Subsidiaries shall
mean the amount by which the fair market value of all such
Investments exceeds 34.3% of the fair market value of CTSH
and its Subsidiaries as a whole; and
(ii) in the event the Unrestricted Subsidiaries designated
as Restricted Subsidiaries are CCA Investment Corp. and its
Subsidiaries, the references in clauses (A) and (B) of this
clause (d) to fair market value of CCIC's Investments in such
Subsidiaries shall mean the amount by which the fair market
value of all such Investments exceeds $250.0 million; plus
(e) 50% of any dividends received by CCIC or a Restricted Subsidiary
after the date of the Senior Discount Note Indenture from an
Unrestricted Subsidiary of CCIC, to the extent that such dividends were
not otherwise included in Consolidated Net Income of CCIC for such
period.
The preceding provisions will not prohibit:
(1) the payment of any dividend within 60 days after the date of
declaration of that dividend, if at said date of declaration such payment
would have complied with the provisions of the indentures;
(2) the making of any Investment or the redemption, repurchase,
retirement, defeasance or other acquisition of any subordinated
Indebtedness or Equity Interests of CCIC in exchange for, or out of the net
cash proceeds from the sale since the beginning of the fiscal quarter
during which the Senior Discount Note Indenture was executed (other than to
a Subsidiary of CCIC) of
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Equity Interests of CCIC (other than any Disqualified Stock); provided that
the net cash proceeds are not used to incur new Indebtedness pursuant to
clause (11) of the second paragraph of the covenant described below under
the caption "-- Incurrence of Indebtedness and Issuance of Preferred
Stock"; and provided further that, in each case, the amount of any net cash
proceeds that are so utilized will be excluded from clause (3)(b) of the
preceding paragraph;
(3) the defeasance, redemption, repurchase or other acquisition of
subordinated Indebtedness with the net cash proceeds from an incurrence of
Permitted Refinancing Indebtedness;
(4) the payment of any dividend by a Restricted Subsidiary of CCIC to the
Holders of its Equity Interests on a pro rata basis;
(5) the repurchase, redemption or other acquisition or retirement for
value of any Equity Interests of CCIC or any Restricted Subsidiary of CCIC
held by any member of CCIC's (or any of its Restricted Subsidiaries')
management pursuant to any management equity subscription agreement or
stock option agreement in effect as of the date of the Senior Discount Note
Indenture; provided that the aggregate price paid for all of the
repurchased, redeemed, acquired or retired Equity Interests may not exceed:
(a) $500,000 in any twelve-month period, and
(b) $5.0 million in the aggregate; or
(6) the payment of scheduled dividends on CCIC's 12 3/4% Senior
Exchangeable Preferred Stock due 2010, whether paid in cash or in kind
through the issuance of additional shares of such preferred stock, all in
accordance with the certificate of designations governing such preferred
stock as in effect on the date of the Senior Discount Note Indenture.
The board of directors of CCIC may designate any Restricted Subsidiary to be
an Unrestricted Subsidiary if such designation would not cause a Default. For
purposes of making such determination, all outstanding Investments by CCIC and
its Restricted Subsidiaries (except to the extent repaid in cash) in the
Subsidiary so designated will be deemed to be Restricted Payments at the time
of the designation and will reduce the amount available for Restricted Payments
under the first paragraph of this covenant. All of those outstanding
Investments will be deemed to constitute Investments in an amount equal to the
fair market value of the Investments at the time of such designation. Such
designation will only be permitted if the Restricted Payment would be permitted
at the time and if the Restricted Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary. The board of directors of CCIC may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would
not cause a Default.
The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the assets or securities
proposed to be transferred or issued by CCIC or the applicable Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any property, assets or Investments required by this covenant
to be valued will be valued by the board of directors of CCIC whose resolution
with respect to the determination will be delivered to the trustee.
Incurrence of Indebtedness and Issuance of Preferred Stock
CCIC will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect
to (collectively, "incur") any Indebtedness (including Acquired Debt) and that
CCIC will not issue any Disqualified Stock and will not permit any of its
Restricted Subsidiaries
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to issue any shares of preferred stock; provided that CCIC may incur
Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock
and CCIC's Restricted Subsidiaries may incur Indebtedness (including Acquired
Debt) or issue preferred stock if, in each case, CCIC's Debt to Adjusted
Consolidated Cash Flow Ratio at the time of incurrence of the Indebtedness or
the issuance of the preferred stock, after giving pro forma effect to such
incurrence or issuance as of such date and to the use of proceeds from such
incurrence or issuance as if the same had occurred at the beginning of the most
recently ended four full fiscal quarter period of CCIC for which internal
financial statements are available, would have been no greater than 7.5 to 1.
The first paragraph of this covenant will not prohibit the incurrence of any
of the following items of Indebtedness or to the issuance of any of the
following items of Disqualified Stock or preferred stock (collectively,
"Permitted Debt"):
(1) the incurrence by CCIC or any of its Restricted Subsidiaries of
Indebtedness under Credit Facilities in an aggregate principal amount (with
letters of credit being deemed to have a principal amount equal to the
maximum potential liability of CCIC and its Restricted Subsidiaries
thereunder) at any one time outstanding not to exceed the product of
$150,000 times the number of Completed Towers on the date of such
incurrence;
(2) the incurrence by CCIC and its Restricted Subsidiaries of the
Existing Indebtedness;
(3) the incurrence by CCIC of the Indebtedness represented by the cash-
pay notes and the discount notes issued on the date of the Senior Discount
Note Indenture;
(4) the issuance by CCIC of additional shares of its 12 3/4% Senior
Exchangeable Preferred Stock due 2010 solely for the purpose of paying
dividends thereon and the incurrence by CCIC of Indebtedness represented by
CCIC's 12 3/4% Senior Subordinated Exchange Debentures due 2010;
(5) the incurrence by CCIC or any of its Restricted Subsidiaries of
Indebtedness represented by Capital Lease Obligations, mortgage financings
or purchase money obligations, in each case incurred for the purpose of
financing all or any part of the purchase price or costof construction or
improvement of property, plant or equipment used in the business of CCIC or
such Restricted Subsidiary, in an aggregate principal amount, including all
Permitted Refinancing Indebtedness incurred to refund, refinance or replace
any other Indebtedness incurred pursuant to this clause (5), not to exceed
$10.0 million at any one time outstanding;
(6) the incurrence by CCIC or any of its Restricted Subsidiaries of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
which are used to extend, refinance, renew, replace, defease or refund
Indebtedness of CCIC or any of its Restricted Subsidiaries or Disqualified
Stock of CCIC (other than intercompany Indebtedness) that was permitted by
the indentures to be incurred under the first paragraph of this covenant or
clauses (2), (3), (4), (5) or this clause (6) of this paragraph;
(7) the incurrence by CCIC or any of its Restricted Subsidiaries of
intercompany Indebtedness between or among CCIC and any of its Restricted
Subsidiaries; provided, however, that:
(i) if CCIC is the obligor on such Indebtedness, such Indebtedness is
expressly subordinated to the prior payment in full in cash of all
Obligations with respect to the notes of such series and that:
(A) any subsequent issuance or transfer of Equity Interests that
results in any such Indebtedness being held by a Person other than
CCIC or a Restricted Subsidiary, and
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(B) any sale or other transfer of any such Indebtedness to a
Person that is not either CCIC or a Restricted Subsidiary shall be
deemed, in each case, to constitute an incurrence of the
Indebtedness by CCIC or the Restricted Subsidiary, as the case may
be;
(8) the incurrence by CCIC or any of its Restricted Subsidiaries of
Hedging Obligations that are incurred for the purpose of fixing or hedging
interest rate risk with respect to any floating rate Indebtedness that is
permitted by the terms of the indentures to be outstanding or currency
exchange risk;
(9) the guarantee by CCIC or any of its Restricted Subsidiaries of
Indebtedness of CCIC or a Restricted Subsidiary of CCIC that was permitted
to be incurred by another provision of the indentures;
(10) the incurrence by CCIC or any of its Restricted Subsidiaries of
Acquired Debt in connection with the acquisition of assets or a new
Subsidiary and the incurrence by CCIC's Restricted Subsidiaries of
Indebtedness as a result of the designation of an Unrestricted Subsidiary
as a Restricted Subsidiary; provided that, in the case of any such
incurrence of Acquired Debt, such Acquired Debt was incurred by the prior
owner of such assets or such Restricted Subsidiary prior to such
acquisition by CCIC or one of its Restricted Subsidiaries and was not
incurred in connection with, or in contemplation of, the acquisition by
CCIC or one of its Restricted Subsidiaries; and provided further that, in
the case of any incurrence pursuant to this clause (10), as a result of
such acquisition by CCIC or one of its Restricted Subsidiaries, CCIC's Debt
to Adjusted Consolidated Cash Flow Ratio at the time of incurrence of such
Acquired Debt, after giving pro forma effect to such incurrence as if the
same had occurred at the beginning of the most recently ended four full
fiscal quarter period of CCIC for which internal financial statements are
available, would have been less than CCIC's Debt to Adjusted Consolidated
Cash Flow Ratio for the same period without giving pro forma effect to such
incurrence;
(11) the incurrence by CCIC or any of its Restricted Subsidiaries of
Indebtedness or Disqualified Stock not to exceed, at any one time
outstanding, the sum of:
(i) 2.0 times the aggregate net cash proceeds, plus
(ii) 1.0 times the fair market value of non-cash proceeds (evidenced
by a resolution of the board of directors of CCIC set forth in an
officers' certificate delivered to the trustee),
in each case, from the issuance and sale, other than to a Subsidiary,
of Equity Interests (other than Disqualified Stock) of CCIC since the
beginning of the fiscal quarter during which the Senior Discount Note
Indenture was executed (less the amount of such proceeds used to make
Restricted Payments as provided in clause (3)(b) of the first paragraph
or clause (2) of the second paragraph of the covenant described above
under the caption "--Restricted Payments"); and
(12) the incurrence by CCIC or any of its Restricted Subsidiaries of
additional Indebtedness and/or the issuance by CCIC of Disqualified Stock
in an aggregate principal amount, accreted value or liquidation preference,
as applicable, at any time outstanding, not to exceed $25.0 million.
The indentures also provide that:
(1) CCIC will not incur any Indebtedness that is contractually
subordinated in right of payment to any other Indebtedness of CCIC unless
such Indebtedness is also contractually subordinated in right of payment to
the notes on substantially identical terms; provided,
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however, that no Indebtedness of CCIC will be deemed to be contractually
subordinated in right of payment to any other Indebtedness of CCIC solely
by virtue of being unsecured; and
(2) CCIC will not permit any of its Unrestricted Subsidiaries to incur
any Indebtedness other than Non-Recourse Debt.
For purposes of determining compliance with this covenant, in the event that
an item of Indebtedness meets the criteria of more than one of the categories
of Permitted Debt described in clauses (1) through (12) above or is entitled to
be incurred pursuant to the first paragraph of this covenant, CCIC will, in its
sole discretion, classify (or later reclassify in whole or in part) such item
of Indebtedness in any manner that complies with this covenant. Accrual of
interest, accretion or amortization of original issue discount and the payment
of interest in the form of additional Indebtedness will not be deemed to be an
incurrence of Indebtedness for purposes of this covenant. Indebtedness under
Credit Facilities outstanding on the date of the indentures shall be deemed to
have been incurred on such date in reliance on the exception provided by clause
(1) of the definition of Permitted Debt. The notes issued on the date of the
indentures shall be deemed to have been incurred on such date in reliance on
the exception provided by clause (11) of the definition of Permitted Debt and
the new notes to be issued in the exchange offer in exchange for these notes
will be deemed to be a Permitted Refinancing under such clause (11).
Liens
CCIC will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien
securing Indebtedness or trade payables on any asset now owned or hereafter
acquired, or any income or profits therefrom or assign or convey any right to
receive income therefrom, except Permitted Liens.
Dividend and Other Payment Restrictions Affecting Subsidiaries
CCIC will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to:
(1) pay dividends or make any other distributions to CCIC or any of its
Restricted Subsidiaries on its Capital Stock or with respect to any other
interest or participation in, or measured by, its profits;
(2) pay any indebtedness owed to CCIC or any of its Restricted
Subsidiaries;
(3) make loans or advances to CCIC or any of its Restricted Subsidiaries;
or
(4) transfer any of its properties or assets to CCIC or any of its
Restricted Subsidiaries.
However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the date of the indentures, and
any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings thereof; provided
that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are no more
restrictive, taken as a whole, with respect to such dividend and other
payment restrictions than those contained in the applicable series of
Existing Indebtedness as in effect on the date of the indentures;
(2) Indebtedness of any Restricted Subsidiary under any Credit Facility
that is permitted to be incurred pursuant to the covenant under the caption
"Incurrence of Indebtedness and Issuance of Preferred Stock"; provided that
such Credit Facility and Indebtedness contain only
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such encumbrances and restrictions on such Restricted Subsidiary's ability
to engage in the activities set forth in clauses (1) through (4) of the
preceding paragraph as are, at the time such Credit Facility is entered
into or amended, modified, restated, renewed, increased, supplemented,
refunded, replaced or refinanced, ordinary and customary for a Credit
Facility of that type as determined in the good faith judgment of CCIC's
board of directors (and evidenced in a board resolution), which
determination shall be conclusively binding;
(3) encumbrances and restrictions applicable to any Unrestricted
Subsidiary, as the same are in effect as of the date on which the
Subsidiary becomes a Restricted Subsidiary, and as the same may be amended,
modified, restated, renewed, increased, supplemented, refunded, replaced or
refinanced; provided that such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacement or refinancings
are no more restrictive, taken as a whole, with respect to the dividend and
other payment restrictions than those contained in the applicable series of
Indebtedness of such Subsidiary as in effect on the date on which such
Subsidiary becomes a Restricted Subsidiary;
(4) any Indebtedness incurred in compliance with the covenant under the
heading "--Incurrence of Indebtedness and Issuance of Preferred Stock" or
any agreement pursuant to which such Indebtedness is issued if the
encumbrance or restriction applies only in the event of a payment default
or default with respect to a financial covenant contained in the
Indebtedness or agreement and the encumbrance or restriction is not
materially more disadvantageous to the Holders of the notes than is
customary in comparable financings (as determined by CCIC) and CCIC
determines that any such encumbrance or restriction will not materially
affect CCIC's ability to pay interest or principal on the notes;
(5) the indentures governing the notes;
(6) applicable law;
(7) any instrument governing Indebtedness or Capital Stock of a Person
acquired by CCIC or any of its Restricted Subsidiaries as in effect at the
time that Person is acquired by CCIC (except to the extent the Indebtedness
was incurred in connection with or in contemplation of the acquisition),
which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person, or the property
or assets of the Person, so acquired, provided that, in the case of
Indebtedness, the Indebtedness was permitted by the terms of the indenture
to be incurred;
(8) customary non-assignment provisions in leases or licenses entered
into in the ordinary course of business;
(9) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions of the nature described in
clause (5) in the second paragraph of the covenant described above under
the caption "Incurrence of Indebtedness and Issuance of Preferred Stock" on
the property so acquired;
(10) the provisions of agreements governing Indebtedness incurred
pursuant to clause (4) of the second paragraph of the covenant described
above under the caption "--Incurrence of Indebtedness and Issuance of
Preferred Stock";
(11) any agreement for the sale of a Restricted Subsidiary that restricts
that Restricted Subsidiary pending its sale;
(12) Permitted Refinancing Indebtedness, provided that the restrictions
contained in the agreements governing the Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being refinanced;
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(13) Liens permitted to be incurred pursuant to the provisions of the
covenant described under the caption "Liens" that limit the right of the
debtor to transfer the assets subject to such Liens;
(14) provisions with respect to the disposition or distribution of assets
or property in joint venture agreements and other similar agreements; and
(15) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business.
Merger, Consolidation or Sale of Assets
CCIC may not:
(1) consolidate or merge with or into (whether or not CCIC is the
surviving corporation), or
(2) sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related
transactions, to another corporation, Person or entity, unless:
(a) either:
(A) CCIC is the surviving corporation, or
(B) the entity or the Person formed by or surviving any such
consolidation or merger (if other than CCIC) or to which the sale,
assignment, transfer, lease, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws
of the United States, any state thereof or the District of Columbia;
(b) the entity or Person formed by or surviving any such
consolidation or merger (if other than CCIC) or the entity or Person to
which the sale, assignment, transfer, lease, conveyance or other
disposition shall have been made assumes all the obligations of CCIC
under the notes and the indenture pursuant to a supplemental indenture
in a form reasonably satisfactory to the trustee;
(c) immediately after such transaction no Default exists; and
(d) except in the case of:
(A) a merger of CCIC with or into a Wholly Owned Restricted
Subsidiary of CCIC, and
(B) a merger entered into solely for the purpose of
reincorporating CCIC in another jurisdiction:
(x) in the case of a merger or consolidation in which CCIC is
the surviving corporation, CCIC's Debt to Adjusted Consolidated
Cash Flow Ratio at the time of the transaction, after giving pro
forma effect to the transaction as of such date for balance
sheet purposes and as if the transaction had occurred at the
beginning of the most recently ended four full fiscal quarter
period of CCIC for which internal financial statements are
available for income statement purposes, would have been less
than CCIC's Debt to Adjusted Consolidated Cash Flow Ratio for
the same period without giving pro forma effect to such
transaction, or
(y) in the case of any other such transaction, the Debt to
Adjusted Consolidated Cash Flow of the entity or Person formed
by or surviving any such consolidation or merger (if other than
CCIC), or to which the sale, assignment,
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transfer, lease, conveyance or other disposition shall have been
made, at the time of the transaction, after giving pro forma
effect to the transaction as of such date for balance sheet
purposes and as if such transaction had occurred at the
beginning of the most recently ended four full fiscal quarter
period of such entity or Person for which internal financial
statements are available for income statement purposes, would
have been less than CCIC's Debt to Adjusted Consolidated Cash
Flow Ratio for the same period without giving pro forma effect
to such transaction; provided that for purposes of determining
the Debt to Adjusted Consolidated Cash Flow Ratio of any entity
or Person for purposes of this clause (y) the entity or Person
will be substituted for CCIC in the definition of Debt to
Adjusted Consolidated Cash Flow Ratio and the defined terms
included therein under the caption "--Certain Definitions".
Transactions with Affiliates
CCIC will not, and will not permit any of its Restricted Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, or enter
into or make or amend any transaction, contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate (each of
the foregoing, an "Affiliate Transaction"), unless:
(1) such Affiliate Transaction is on terms that are no less favorable to
CCIC or the relevant Restricted Subsidiary than those that would have been
obtained in a comparable transaction by CCIC or such Restricted Subsidiary
with an unrelated Person; and
(2) CCIC delivers to the trustee:
(a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$1.0 million, a resolution of the board of directors of CCIC set forth
in an officers' certificate certifying that the Affiliate Transaction
complies with clause (1) above and that the Affiliate Transaction has
been approved by a majority of the disinterested members of the board
of directors of CCIC; and
(b) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$10.0 million, an opinion as to the fairness to the Holders of the
Affiliate Transaction from a financial point of view issued by an
accounting, appraisal or investment banking firm of national standing.
Notwithstanding the foregoing, the following items will not be deemed to be
Affiliate Transactions:
(1) any employment arrangements with any executive officer of CCIC or a
Restricted Subsidiary that is entered into by CCIC or any of its Restricted
Subsidiaries in the ordinary course of business and consistent with
compensation arrangements of similarly situated executive officers at
comparable companies engaged in Permitted Businesses;
(2) transactions between or among CCIC and/or its Restricted
Subsidiaries;
(3) payment of directors' fees in an aggregate annual amount not to
exceed $25,000 per Person;
(4) Restricted Payments that are permitted by the provisions of the
indentures described above under the caption "--Restricted Payments";
(5) the issuance or sale of Equity Interests (other than Disqualified
Stock) of CCIC; and
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(6) transactions pursuant to the provisions of the governance agreement,
the rights agreement, the stockholders' agreement, the CTSH shareholders'
agreement, the CTI services agreement, the CTI operating agreement and the
Crown transition agreements, as the same are in effect on the date of the
indentures.
Sale and Leaseback Transactions
CCIC will not, and will not permit any of its Restricted Subsidiaries to,
enter into any sale and leaseback transaction; provided that CCIC or any of its
Restricted Subsidiaries may enter into a sale and leaseback transaction if:
(1) CCIC or such Restricted Subsidiary, as applicable, could have:
(a) incurred Indebtedness in an amount equal to the Attributable Debt
relating to such sale and leaseback transaction pursuant to the Debt to
Adjusted Consolidated Cash Flow Ratio test set forth in the first
paragraph of the covenant described above under the caption "--
Incurrence of Indebtedness and Issuance of Preferred Stock";
(b) incurred a Lien to secure such Indebtedness pursuant to the
covenant described above under the caption "--Liens";
(2) the gross cash proceeds of such sale and leaseback transaction are at
least equal to the fair market value (as determined in good faith by the
board of directors) of the property that is the subject of the sale and
leaseback transaction; and
(3) the transfer of assets in the sale and leaseback transaction is
permitted by, and CCIC applies the proceeds of such transaction in
compliance with, the covenant described above under the caption "--
Repurchase at the Option of Holders--Asset Sales".
Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries
CCIC:
(1) will not, and will not permit any of its Restricted Subsidiaries to,
transfer, convey, sell, lease or otherwise dispose of any Equity Interests
in any Restricted Subsidiary of CCIC to any Person (other than CCIC or a
Wholly Owned Restricted Subsidiary of CCIC); and
(2) will not permit any of its Restricted Subsidiaries to issue any of
its Equity Interests (other than, if necessary, shares of its Capital Stock
constituting directors' qualifying shares) to any Person other than to CCIC
or a Wholly Owned Restricted Subsidiary of CCIC, unless, in each such case:
(a) as a result of such transfer, conveyance, sale, lease or other
disposition or issuance such Restricted Subsidiary no longer
constitutes a Subsidiary; and
(b) the cash Net Proceeds from such transfer, conveyance, sale, lease
or other disposition or issuance are applied in accordance with the
covenant described above under the caption "--Repurchase at the Option
of Holders--Asset Sales".
Notwithstanding the foregoing, the issuance or sale of shares of Capital
Stock of any Restricted Subsidiary of CCIC will not violate the provisions of
the immediately preceding sentence if such shares are issued or sold in
connection with:
(x) the formation or capitalization of a Restricted Subsidiary, or
(y) a single transaction or a series of substantially
contemporaneous transactions whereby such Restricted Subsidiary
becomes a Restricted Subsidiary of CCIC by reason of the acquisition
of securities or assets from another Person.
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Limitation on Issuances of Guarantees of Indebtedness
CCIC will not permit any Restricted Subsidiary, directly or indirectly, to
Guarantee or pledge any assets to secure the payment of any other Indebtedness
of CCIC unless such Subsidiary simultaneously executes and delivers a
supplemental indenture to each of the indentures governing the notes providing
for the Guarantee of the payment of the notes by such Subsidiary, which
Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of
or pledge to secure such other Indebtedness. Notwithstanding the foregoing, any
Guarantee by a Subsidiary of the notes shall provide by its terms that it shall
be automatically and unconditionally released and discharged upon any sale,
exchange or transfer, to any Person other than a Subsidiary of CCIC, of all of
CCIC's stock in, or all or substantially all the assets of, such Subsidiary,
which sale, exchange or transfer is made in compliance with the applicable
provisions of the indentures governing the notes. The form of a Guarantee will
be attached as an exhibit to the indentures.
Business Activities
CCIC will not, and will not permit any Subsidiary to, engage in any business
other than Permitted Businesses, except to the extent as would not be material
to CCIC and its Subsidiaries taken as a whole.
Reports
Whether or not required by the Securities and Exchange Commission, so long as
any notes are outstanding, CCIC will furnish to the Holders of notes:
(1) all quarterly and annual financial information that would be required
to be contained in a filing with the SEC on Forms 10-Q and 10-K if CCIC
were required to file such Forms, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" that describes
the financial condition and results of operations of CCIC and its
consolidated Subsidiaries showing in reasonable detail in the footnotes to
the financial statements and in "Management's Discussion and Analysis of
Financial Condition and Results of Operations", in each case to the extent
not prohibited by the SEC's rules and regulations:
(a) the financial condition and results of operations of CCIC and its
Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of CCIC; and
(b) the Tower Cash Flow for the most recently completed fiscal
quarter and the Adjusted Consolidated Cash Flow for the most recently
completed four-quarter period) and, with respect to the annual
information only, a report thereon by CCIC's certified independent
accountants; and
(2) all current reports that would be required to be filed with the SEC
on Form 8-K if CCIC were required to file such reports, in each case within
the time periods specified in the CCIC's rules and regulations.
In addition, whether or not required by the rules and regulations of the SEC,
CCIC will file a copy of all such information and reports with the SEC for
public availability within the time periods specified in the SEC's rules and
regulations, unless the SEC will not accept such a filing, and make such
information available to securities analysts and prospective investors upon
request.
Events of Default and Remedies
Each of the following constitutes an Event of Default under the applicable
indenture:
(1) default for 30 days in the payment when due of interest on, or
Special Interest with respect to, the notes;
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(2) default in payment when due of the principal of or premium, if any,
on the notes;
(3) failure by CCIC or any of its Subsidiaries to comply with the
provisions described under the caption "--Certain Covenants--Merger,
Consolidation or Sale of Assets" or failure by CCIC to consummate a Change
of Control Offer or Asset Sale Offer in accordance with the provisions of
the indentures applicable to the offers;
(4) failure by CCIC or any of its Subsidiaries for 30 days after notice
to comply with any of its other agreements in the indentures or the notes;
(5) default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by CCIC or any of its Significant
Subsidiaries, or the payment of which is guaranteed by CCIC or any of its
Significant Subsidiaries, whether such Indebtedness or guarantee now
exists, or is created after the date of the indentures, which default:
(a) is caused by a failure to pay principal of or premium, if any, or
interest on the Indebtedness prior to the expiration of the grace
period provided in such Indebtedness on the date of the default (a
"Payment Default"); or
(b) results in the acceleration of the Indebtedness prior to its
express maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $20.0 million or
more;
(6) failure by CCIC or any of its Significant Subsidiaries to pay final
judgments aggregating in excess of $20.0 million, which judgments are not
paid, discharged or stayed for a period of 60 days; or
(7) certain events of bankruptcy or insolvency described in the
indentures with respect to CCIC or any of its Restricted Subsidiaries.
If any Event of Default occurs and is continuing, the trustee under the
applicable indenture or the Holders of at least 25% in principal amount at
maturity of the then outstanding notes of the applicable series may declare all
the notes of such series to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to CCIC, all outstanding notes will
become due and payable without further action or notice. Holders of the notes
may not enforce the indentures or the notes except as provided in the
indentures. Subject to certain limitations, Holders of a majority in principal
amount at maturity of the then outstanding notes may direct the trustee under
the applicable indenture in its exercise of any trust or power.
The Holders of a majority in aggregate principal amount at maturity of either
series of the notes then outstanding by notice to the trustee under the
applicable indenture may on behalf of the Holders of all of such series of
notes waive any existing Default or Event of Default and its consequences under
the applicable indenture except a continuing Default or Event of Default in the
payment of interest or Special Interest, if any, on, or the principal of, the
notes.
Each of the indentures provide that if a Default occurs and is continuing and
is known to the trustee, the trustee must mail to each Holder of the relevant
series of notes notice of the Default within 90 days after it occurs. Except in
the case of a Default in the payment of principal of or interest or Special
Interest, if any, on any note, the trustee may withhold notice if and so long
as a committee of its trust officers determines that withholding notice is not
opposed to the interest of the Holders of the notes. In addition, CCIC is
required to deliver to the trustee, within 90 days after the
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end of each fiscal year, a certificate indicating whether the signers thereof
know of any Default that occurred during the previous year. CCIC is also
required to deliver to the trustee, promptly after the occurrence thereof,
written notice of any event that would constitute a Default, the status thereof
and what action CCIC is taking or proposes to take in respect thereof.
No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator or stockholder of CCIC, as such,
shall have any liability for any obligations of CCIC under the notes, the
indentures or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of notes by accepting a note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the notes. The waiver may not be effective to
waive liabilities under the federal securities laws, and it is the view of the
SEC that such a waiver is against public policy.
Legal Defeasance and Covenant Defeasance
CCIC may, at its option and at any time, elect to have all of its obligations
discharged with respect to either series of the notes outstanding ("Legal
Defeasance") except for:
(1) the rights of Holders of outstanding notes of such series to receive
payments in respect of the principal of, premium, if any, and interest and
Special Interest, if any, on such notes when such payments are due from the
trust referred to below;
(2) CCIC's obligations with respect to such notes concerning issuing
temporary notes, registration of notes, mutilated, destroyed, lost or
stolen notes and the maintenance of an office or agency for payment and
money for security payments held in trust;
(3) the rights, powers, trusts, duties and immunities of the trustee, and
CCIC's obligations in connection therewith; and
(4) the Legal Defeasance provisions of the applicable indenture.
In addition, CCIC may, at its option and at any time, elect to have the
obligations of CCIC released with respect to certain covenants that are
described in the indentures ("Covenant Defeasance"), and thereafter any
omission to comply with such obligations shall not constitute a Default or
Event of Default with respect to the notes. In the event Covenant Defeasance
occurs, certain events described under "--Events of Default and Remedies", but
not including non-payment and bankruptcy, receivership, rehabilitation and
insolvency events with respect to CCIC, will no longer constitute an Event of
Default with respect to the notes.
In order to exercise either Legal Defeasance or Covenant Defeasance:
(1) CCIC must irrevocably deposit with the trustee, in trust, for the
benefit of the Holders of the applicable series of notes, cash in United
States dollars, non-callable Government Securities, or a combination
thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants, to pay the
principal of, premium, if any, and interest and Special Interest, if any,
on the outstanding notes on the stated maturity or on the applicable
redemption date, as the case may be, and CCIC must specify whether the
notes are being defeased to maturity or to a particular redemption date;
(2) in the case of Legal Defeasance, CCIC shall have delivered to the
trustee under the applicable indenture an opinion of counsel in the United
States reasonably acceptable to the trustee confirming that:
(a) CCIC has received from, or there has been published by, the
Internal Revenue Service a ruling, or
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(b) since the date of the indentures, there has been a change in the
applicable federal income tax law, in either case to the effect that,
and based thereon such opinion of counsel shall confirm that, the
Holders of the outstanding notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;
(3) in the case of Covenant Defeasance, CCIC shall have delivered to the
trustee under the applicable indenture an opinion of counsel in the United
States reasonably acceptable to the trustee confirming that the Holders of
the outstanding notes of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;
(4) no Default or Event of Default shall have occurred and be continuing
either:
(a) on the date of such deposit, other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such
deposit, or
(b) insofar as Events of Default from bankruptcy or insolvency events
with respect to CCIC are concerned, at any time in the period ending on
the 91st day after the date of deposit;
(5) such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under any material
agreement or instrument, other than the applicable indenture, to which CCIC
or any of its Restricted Subsidiaries is a party or by which CCIC or any of
its Restricted Subsidiaries is bound;
(6) CCIC must have delivered to the trustee an opinion of counsel to the
effect that after the 91st day following the deposit, the trust funds will
not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally;
(7) CCIC must deliver to the trustee under the applicable indenture an
officers' certificate stating that the deposit was not made by CCIC with
the intent of preferring the Holders of such series of notes over the other
creditors of CCIC with the intent of defeating, hindering, delaying or
defrauding creditors of CCIC or others; and
(8) CCIC must deliver to the trustee under the applicable indenture an
officers' certificate and an opinion of counsel, each stating that all
conditions precedent provided for relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.
Amendment, Supplement and Waiver
Except as described in the two paragraphs below, the Holders of a majority in
principal amount at maturity of either series of notes outstanding can, with
respect to the relevant series of notes:
(1) consent to any amendment or supplement to the relevant indenture or
the related series of notes; and
(2) waive any existing default under, or the compliance with any
provisions of, the relevant indenture or the related series of notes.
Consents and waivers obtained in connection with a purchase of, or tender
offer or exchange offer for, the relevant series of notes shall be included for
purposes of the previous sentence.
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Without the consent of each Holder affected, an amendment or waiver with
respect to any notes of a particular series held by a non-consenting Holder may
not:
(1) reduce the principal amount of notes of such series whose Holders
must consent to an amendment, supplement or waiver;
(2) reduce the principal of or change the fixed maturity of any note of a
particular series or alter the provisions with respect to the redemption,
but not any required repurchase in connection with an Asset Sale Offer or
Change of Control Offer, of the notes of such series;
(3) reduce the rate of or change the time for payment of interest on any
note of such series;
(4) waive a Default or Event of Default in the payment of principal of or
premium, if any, or interest or Special Interest, if any, on the notes of a
particular series, excluding a rescission of acceleration of the notes by
the Holders of at least a majority in aggregate principal amount of the
notes of such series and a waiver of the payment default that resulted from
such acceleration;
(5) make any note of a particular series payable in money other than that
stated in the notes of such series;
(6) make any change in the provisions of the applicable indenture
relating to waivers of past Defaults or the rights of Holders of notes of
such series to receive payments of principal of or premium, if any, or
interest or Special Interest, if any, on the notes of such series;
(7) waive a redemption payment, but not any payment upon a required
repurchase in connection with an Asset Sale Offer or Change of Control
Offer, with respect to any note of a particular series;
(8) except as provided under the caption "--Legal Defeasance and Covenant
Defeasance" or in accordance with the terms of any Subsidiary Guarantee,
release a Subsidiary Guarantor from its obligations under its Subsidiary
Guarantee or make any change in a Subsidiary Guarantee that would adversely
affect the Holders of the notes of a particular series; or
(9) make any change in the foregoing amendment and waiver provisions.
Notwithstanding the foregoing, without the consent of any Holder of notes of
a particular series, CCIC and the trustee may amend or supplement the
applicable indenture or the notes of such series to:
(1) cure any ambiguity, defect or inconsistency,
(2) provide for uncertificated notes in addition to or in place of
certificated notes,
(3) provide for the assumption of CCIC's obligations to Holders of notes
of such series in the case of a merger or consolidation,
(4) make any change that would provide any additional rights or benefits
to the Holders of notes of such series or that does not adversely affect
the legal rights under the indenture of any such Holder, or
(5) comply with requirements of SEC in order to effect or maintain the
qualification of the indentures under the Trust Indenture Act.
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Concerning the Trustee
The indentures contain certain limitations on the rights of the trustee,
should it become a creditor of CCIC, to obtain payment of claims in certain
cases, or to realize on certain property received in respect of any such claim
as security or otherwise. The trustee will be permitted to engage in other
transactions; however, if it acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue or resign.
The Holders of a majority in principal amount at maturity of the notes of a
particular series then outstanding will have the right to direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the trustee under the applicable indenture, subject to certain
exceptions. The indentures provide that if an Event of Default occurs and is
not cured, the trustee will be required, in the exercise of its power, to use
the degree of care of a prudent man in the conduct of his own affairs. Subject
to these provisions, the trustee will be under no obligation to exercise any of
its rights or powers under the indentures at the request of any Holder of notes
of a particular series, unless that Holder shall have offered to the trustee
security and indemnity satisfactory to it against any loss, liability or
expense.
Additional Information
Anyone who receives this prospectus may obtain a copy of the indentures and
the registration rights agreement without charge by writing to Crown Castle
International Corp., 510 Bering Drive, Suite 500, Houston, Texas 77057,
Attention: Secretary.
Book-Entry, Delivery and Form
The new notes will be represented by one or more notes in registered, global
form without interest coupons (collectively, the "Global notes"). The Global
notes will be deposited upon issuance with the trustee as custodian for The
Depository Trust Company ("DTC"), in New York, New York, and registered in the
name of DTC or its nominee, in each case for credit to an account of a direct
or indirect participant in DTC as described below.
Except as set forth below, the Global notes may be transferred, in whole and
not in part, only to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the Global notes may not be exchanged for
notes in certificated form except in the limited circumstances described below.
See "--Exchange of Global Notes for Certificated Notes". Except in the limited
circumstances described below, owners of beneficial interests in the Global
notes will not be entitled to receive physical delivery of notes in
certificated form. Transfers of beneficial interests in the Global notes will
be subject to the applicable rules and procedures of DTC and its direct or
indirect participants, which may change from time to time.
Depository Procedures
The following description of the operations and procedures of DTC is provided
solely as a matter of convenience. These operations and procedures are solely
within the control of DTC and are subject to changes by DTC from time to time.
CCIC takes no responsibility for these operations and procedures and urges
investors to contact DTC or its participants directly to discuss these matters.
DTC has advised CCIC that DTC is a limited-purpose trust company created to
hold securities for its participating organizations (collectively, the
"Participants") and to facilitate the clearance and settlement of transactions
in those securities between Participants through electronic book-entry changes
in accounts of its Participants. The Participants include securities brokers
and dealers (including the initial purchasers of the old notes (the "Initial
Purchasers")), banks, trust companies
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clearing corporations and certain other organizations. Access to DTC's system
is also available to other entities such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly (collectively, the "Indirect
Participants"). Persons who are not Participants may beneficially own
securities held by or on behalf of DTC only through the Participants or the
Indirect Participants. The ownership interests in, and transfers of ownership
interests in, each security held by or on behalf of DTC are recorded on the
records of the Participants and Indirect Participants.
DTC has also advised CCIC that, pursuant to procedures established by it:
(1) upon deposit of the Global notes, DTC will credit the accounts of
Participants with portions of the principal amount of the Global notes; and
(2) ownership of these interests in the Global notes will be shown on,
and the transfer of ownership thereof will be effected only through,
records maintained by DTC (with respect to the Participants) or by the
Participants and the Indirect Participants (with respect to other owners of
beneficial interest in the Global notes).
Except as described below, owners of an interest in the Global notes will not
have notes registered in their names, will not receive physical delivery of
notes in certificated form and will not be considered the registered owners or
"Holders" thereof under the applicable indenture for any purpose.
Payments in respect of the principal of, and interest and premium and Special
Interest, if any, on a Global note registered in the name of DTC or its nominee
will be payable to DTC in its capacity as the registered Holder under the
indentures. Under the terms of the indentures, CCIC and the trustee will treat
the Persons in whose names the notes, including the Global notes, are
registered as the owners thereof for the purpose of receiving payments and for
all other purposes. Consequently, neither CCIC, the trustee nor any agent of
CCIC or the trustee has or will have any responsibility or liability for:
(1) any aspect of DTC's records or any Participant's or Indirect
Participant's records relating to or payments made on account of beneficial
ownership interest in the Global notes or for maintaining, supervising or
reviewing any of DTC's records or any Participant's or Indirect
Participant's records relating to the beneficial ownership interests in the
Global notes; or
(2) any other matter relating to the actions and practices of DTC or any
of its Participants or Indirect Participants.
DTC has advised CCIC that its current practice, upon receipt of any payment
in respect of securities such as the notes (including principal and interest),
is to credit the accounts of the relevant Participants with the payment on the
payment date unless DTC has reason to believe it will not receive payment on
such payment date. Each relevant Participant is credited with an amount
proportionate to its beneficial ownership of an interest in the principal
amount of the relevant security as shown on the records of DTC. Payments by the
Participants and the Indirect Participants to the beneficial owners of notes
will be governed by standing instructions and customary practices and will be
the responsibility of the Participants or the Indirect Participants and will
not be the responsibility of DTC, the trustee or CCIC. Neither CCIC nor the
trustee will be liable for any delay by DTC or any of its Participants in
identifying the beneficial owners of the notes, and CCIC and the trustee may
conclusively rely on and will be protected in relying on instructions from DTC
or its nominee for all purposes.
Transfers between Participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds.
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DTC has advised CCIC that it will take any action permitted to be taken by a
Holder of notes only at the direction of one or more Participants to whose
account DTC has credited the interests in the Global notes and only in respect
of such portion of the aggregate principal amount of the notes as to which such
Participant or Participants has or have given such direction. However, if there
is an Event of Default under the notes, DTC reserves the right to exchange the
Global notes for legended notes in certificated form, and to distribute such
notes to its Participants.
Although DTC has agreed to the foregoing procedures to facilitate transfers
of interests in the Global notes among participants in DTC, it is under no
obligation to perform or to continue to perform such procedures and may
discontinue such procedures at any time. Neither CCIC nor the trustee nor any
of their respective agents will have any responsibility for the performance by
DTC or its participants or indirect participants of its obligations under the
rules and procedures governing its operations.
Exchange of Global Notes for Certificated Notes
A Global note is exchangeable for definitive new notes in registered
certificated form ("Certificated notes") if:
(1) DTC (a) notifies CCIC that it is unwilling or unable to continue as
depositary for the Global notes and CCIC then fails to appoint a successor
depositary or (b) has ceased to be a clearing agency registered under the
Securities Exchange Act of 1934;
(2) CCIC, at its option, notifies the trustee in writing that it elects
to cause the issuance of the Certificated notes; or
(3) there shall have occurred and be continuing a Default or Event of
Default with respect to the notes.
In addition, beneficial interests in a Global note may be exchanged for
Certificated notes upon prior written notice given to the trustee by or on
behalf of DTC in accordance with the indentures. In all cases, Certificated
notes delivered in exchange for any Global note or beneficial interests in
Global notes will be registered in the names, and issued in any approved
denominations, requested by or on behalf of the depositary (in accordance with
its customary procedures).
Exchange of Certificated Notes for Global Notes
New notes in certificated form may not be exchanged for beneficial interests
in any Global note unless the transferor first delivers to the trustee a
written certificate (in the form provided in the indentures) to the effect that
such transfer will comply with the appropriate transfer restrictions applicable
to such new notes.
Same Day Settlement and Payment
CCIC will make payments in respect of the notes represented by the Global
notes (including principal, premium, if any, interest and Special Interest, if
any) by wire transfer of immediately available funds to the accounts specified
by the Global note Holder. CCIC will make all payments of principal, interest
and premium and Special Interest, if any, with respect to Certificated notes by
wire transfer of immediately available funds to the accounts specified by the
Holders thereof or, if no such account is specified, by mailing a check to each
such Holder's registered address. The notes represented by the Global notes are
expected to trade in DTC's Same-day Funds Settlement System, and any permitted
secondary market trading activity in such notes will, therefore, be required by
DTC to be settled in immediately available funds. CCIC expects that secondary
trading in any Certificated notes will also be settled in immediately available
funds.
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Registration Rights and Special Interest
Holders of the new notes are not entitled to any registration rights with
respect to the new notes.
On the closing date of the initial purchase of the old notes by the Initial
Purchasers, CCIC and the Initial Purchasers entered into the registration
rights agreement for the benefit of the Holders of Registrable Securities. The
following description is a summary of the material provisions of the
registration rights agreement. It does not restate that agreement in its
entirety. We urge you to read the registration rights agreement in its
entirety. See "--Additional Information".
Pursuant to the registration rights agreement, CCIC agreed to file with the
SEC the exchange offer registration statement on the appropriate form under the
Securities Act of 1933 with respect to the new notes. The registration
statement of which this prospectus is a part constitutes the exchange offer
registration statement.
The registration rights agreement provides that if:
(1) on or prior to the time the exchange offer is completed, existing SEC
interpretations are changed such that the new notes received by Holders in
the exchange offer for Registrable Securities are not or would not be, upon
receipt, transferable by each such holder without restriction under the
Securities Act of 1933;
(2) the exchange offer has not been completed within 225 days following
the closing date of the initial purchase of the old notes by the Initial
Purchasers;
or
(3) the exchange offer is not available to any holder of old notes,
CCIC will file with the SEC a shelf registration statement to cover resales of
Registrable Securities by the holders thereof who satisfy certain conditions
relating to the provision of information in connection with the shelf
registration statement.
CCIC will use all commercially reasonable efforts to cause the applicable
registration statement to be declared effective by the SEC within the periods
specified in the registration rights agreement.
For purposes of this section, "Registrable Securities" means each old note
until:
(1) the old note has been exchanged for a new note in an exchange offer;
(2) a shelf registration statement registering such old note under the
Securities Act of 1933 has been declared or becomes effective and such old
note has been sold or otherwise transferred by the holder thereof in
accordance with the shelf registration statement;
(3) such old note is distributed to the public pursuant to Rule 144 under
circumstances in which any legend borne by such old note relating to
restrictions on transferability thereof, under the Securities Act of 1933,
is removed by the Company or pursuant to the applicable Indenture;
(4) such old note is eligible to be sold pursuant to Rule 144(k); or
(5) such old note shall cease to be outstanding.
The registration rights agreement provides that:
(1) CCIC will file an exchange offer registration statement with the SEC
not later than 60 days after the closing of the initial purchase of the old
notes by the Initial Purchasers;
(2) CCIC will use all commercially reasonable efforts to cause the
exchange offer registration statement to be declared effective by the SEC
not later than 150 days after the closing of the initial purchase of the
old notes by the Initial Purchasers;
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(3) unless the exchange offer would not be permitted by applicable law or
SEC policy, CCIC will
(a) use its best efforts to commence and complete the exchange offer
not later than 30 business days after the date on which the exchange
offer registration statement was declared effective; and
(b) hold the exchange offer open for at least 20 business days, or
longer, if required by the federal securities laws, after the
commencement of the exchange offer and issue, on or prior to the
expiration of the exchange offer, new notes in exchange for all old
notes tendered prior thereto in the exchange offer; and
(4) if obligated to file the shelf registration statement, CCIC will file
the shelf registration statement with the SEC on or prior to 45 days after
such filing obligation arises and will use all commercially reasonable
efforts to cause the shelf registration statement to be declared effective
by the SEC on or prior to 90 days after the filing of the shelf
registration statement.
If, with respect to either series of old notes:
(1) CCIC fails to file any of the registration statements required by the
registration rights agreement on or before the date specified for such
filing; or
(2) any of such registration statements is not declared effective by the
SEC on or prior to the date specified for such effectiveness; or
(3) CCIC fails to consummate the exchange offer within 30 business days
of the effective date of any such registration statement with respect to
the exchange offer registration statement; or
(4) the shelf registration statement or the exchange offer registration
statement is declared effective but thereafter ceases to be effective or
usable in connection with resales of Registrable Securities during the
periods specified in the registration rights agreement (each such event
referred to in clauses (1) through (4) above, a "Registration Default"),
then CCIC will pay special interest ("Special Interest") to each Holder of
Registrable Securities of the applicable series, with respect to the first 90-
day period immediately following the occurrence of the first Registration
Default, in an amount equal to $.05 per week per $1,000 principal amount at
maturity of such Registrable Securities held by such Holder.
The amount of the Special Interest will increase by an additional $.05 per
week per $1,000 principal amount at maturity of such Registrable Securities
with respect to each subsequent 90-day period until all Registration Defaults
have been cured, up to a maximum amount of Special Interest for all
Registration Defaults of $.50 per week per $1,000 principal amount at maturity
of such Registrable Securities.
All accrued Special Interest will be paid by CCIC on each Special Interest
payment date to the Holder of old notes in registered, global form by wire
transfer of immediately available funds or by federal funds check and to
Holders of old notes in registered, certificated form by wire transfer to the
accounts specified by them or by mailing checks to their registered addresses
if no such accounts have been specified.
Following the cure of all Registration Defaults, the accrual of Special
Interest will cease.
Certain Definitions
Set forth below are certain defined terms used in the indentures. Reference
is made to the indentures for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.
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"Accreted Value" means, as of any date of determination the sum of:
(1) the initial Accreted Value (which is $578.89 per $1,000 in principal
amount at maturity of notes); and
(2) the portion of the excess of the principal amount at maturity of each
note over such initial Accreted Value which shall have been amortized
through such date, such amount to be so amortized on a daily basis and
compounded semiannually on each February 1 and August 1 at the rate of 11
1/4% per annum from the date of original issuance of the notes through the
date of determination computed on the basis of a 360-day year of twelve 30-
day months.
The Accreted Value of any note on or after the Full Accretion Date shall be
equal to 100% of its stated principal amount.
"Acquired Debt" means, with respect to any specified Person:
(1) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified
Person, including, without limitation, Indebtedness incurred in connection
with, or in contemplation of, such other Person merging with or into or
becoming a Subsidiary of such specified Person; and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.
"Adjusted Consolidated Cash Flow" means, as of any date of determination, the
sum of:
(1) the Consolidated Cash Flow of CCIC for the four most recent full
fiscal quarters ending immediately prior to such date for which internal
financial statements are available, less CCIC's Tower Cash Flow for such
four-quarter period; plus
(2) the product of four times CCIC's Tower Cash Flow for the most recent
fiscal quarter for which internal financial statements are available.
For purposes of making the computation referred to above:
(1) acquisitions that have been made by CCIC or any of its Restricted
Subsidiaries, including through mergers or consolidations and including any
related financing transactions, during the reference period or subsequent
to such reference period and on or prior to the calculation date shall be
deemed to have occurred on the first day of the reference period and
Consolidated Cash Flow for such reference period shall be calculated
without giving effect to clause (2) of the proviso set forth in the
definition of Consolidated Net Income;
(2 ) the Consolidated Cash Flow attributable to discontinued operations,
as determined in accordance with GAAP, and operations or businesses
disposed of prior to the calculation date, shall be excluded; and
(3) the corporate development expense of CCIC and its Restricted
Subsidiaries calculated in a manner consistent with the audited financial
statements of CCIC included or incorporated by reference in this prospectus
shall be added to Consolidated Cash Flow to the extent it was included in
computing Consolidated Net Income.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person shall be
deemed to be control.
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"Asset Sale" means:
(1) the sale, lease, conveyance or other disposition of any assets or
rights (including, without limitation, by way of a sale and leaseback);
provided that the sale, lease, conveyance or other disposition of all or
substantially all of the assets of CCIC and its Subsidiaries taken as a
whole will be governed by the provisions of the indentures described above
under the caption "--Repurchase at the Option of Holders--Change of
Control" and/or the provisions described above under the caption "--
Repurchase at the Option of Holders--Merger, Consolidation or Sale of
Assets" and not by the provisions of the Asset Sale covenant; and
(2) the issue or sale by CCIC or any of its Restricted Subsidiaries of
Equity Interests of any of CCIC's Subsidiaries (other than directors'
qualifying shares or shares required by applicable law to be held by a
Person other than CCIC or a Restricted Subsidiary), in the case of either
clause (1) or (2), whether in a single transaction or a series of related
transactions:
(a) that have a fair market value in excess of $1.0 million; or
(b) for net proceeds in excess of $1.0 million.
Notwithstanding the foregoing, the following items shall not be deemed to be
Asset Sales:
(1) a transfer of assets by CCIC to a Restricted Subsidiary or by a
Restricted Subsidiary to CCIC or to another Restricted Subsidiary;
(2) an issuance of Equity Interests by a Subsidiary to CCIC or to another
Restricted Subsidiary;
(3) a transfer or issuance of Equity Interests of an Unrestricted
Subsidiary to an Unrestricted Subsidiary; provided, however, that such
transfer or issuance does not result in a decrease in the percentage of
ownership of the voting securities of such transferee Unrestricted
Subsidiary that are collectively held by CCIC and its Subsidiaries.
(4) a Restricted Payment that is permitted by the covenant described
above under the caption "--Certain Covenants--Restricted Payments";
(5) grants of leases or licenses in the ordinary course of business; and
(6) disposals of Cash Equivalents.
"Asset Sale Offer" has the meaning set forth above under the caption
"Repurchase at the Option of Holders--Asset Sales."
"Attributable Debt" in respect of a sale and leaseback transaction means, at
the time of determination, the present value (discounted at the rate of
interest implicit in such transaction, determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such sale and leaseback transaction (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).
"Capital Lease Obligation" means, at the time any determination thereof is to
be made, the amount of the liability in respect of a capital lease that would
at such time be required to be capitalized on a balance sheet in accordance
with GAAP.
"Capital Stock" means:
(1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated)
of corporate stock;
(3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and
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(4) any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.
"Cash Equivalents" means:
(1) United States dollars;
(2) securities issued or directly and fully guaranteed or insured by the
United States government or any agency or instrumentality thereof (provided
that the full faith and credit of the United States is pledged in support
thereof) having maturities of not more than six months from the date of
acquisition;
(3) certificates of deposit and eurodollar time deposits with maturities
of six months or less from the date of acquisition, bankers' acceptances
with maturities not exceeding six months and overnight bank deposits, in
each case with any lender party to the Senior Credit Facility or with any
domestic commercial bank having capital and surplus in excess of $500.0
million and a Thompson Bank Watch Rating of "B" or better;
(4) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications
specified in clause (3) above;
(5) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Ratings Group and in each case
maturing within six months after the date of acquisition; and
(6) money market funds at least 95% of the assets of which constitute
Cash Equivalents of the kinds described in clauses (1)-(5) of this
definition.
"Change of Control" means the occurrence of any of the following:
(1) the sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of CCIC and its
Restricted Subsidiaries, taken as a whole to any "person" (as such term is
used in Section 13(d)(3) of the Securities Exchange Act 1934) other than a
Principal or a Related Party of a Principal;
(2) the adoption of a plan relating to the liquidation or dissolution of
CCIC;
(3) the consummation of any transaction (including, without limitation,
any merger or consolidation) the result of which is that any "person" (as
defined above), other than the Principals and their Related Parties,
becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and
Rule 13d-5 under the Securities Exchange Act 1934, except that a person
shall be deemed to have "beneficial ownership" of all securities that such
person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 50% of the Voting Stock of
CCIC (measured by voting power rather than number of shares); provided that
transfers of Equity Interests in CCIC between or among the beneficial
owners of CCIC's Equity Interests and/or Equity Interests in CTSH, in each
case as of the date of the Indenture, will not be deemed to cause a Change
of Control under this clause (3) so long as no single Person together with
its Affiliates acquires a beneficial interest in more of the Voting Stock
of CCIC than is at the time collectively beneficially owned by the
Principals and their Related Parties;
(4) the first day on which a majority of the members of the board of
directors of CCIC are not Continuing Directors; or
(5) CCIC consolidates with, or merges with or into, any Person, or any
Person consolidates with, or merges with or into, CCIC, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of
CCIC is converted into or exchanged for cash, securities or other property,
other than any such transaction where:
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(a) the Voting Stock of CCIC outstanding immediately prior to such
transaction is converted into or exchanged for Voting Stock (other than
Disqualified Stock) of the surviving or transferee Person constituting
a majority of the outstanding shares of such Voting Stock of such
surviving or transferee Person (immediately after giving effect to such
issuance); or
(b) the Principals and their Related Parties own a majority of such
outstanding shares after such transaction.
"Change of Control Offer" has the meaning set forth above under the caption
"Repurchase at the Option of Holders--Change of Control."
"Change of Control Payment" has the meaning set forth above under the caption
"Repurchase at the Option of Holders--Change of Control."
"Change of Control Payment Date" has the meaning set forth above under the
caption "Repurchase at the Option of Holders--Change of Control."
"Completed Tower" means any wireless transmission tower owned or managed by
CCIC or any of its Restricted Subsidiaries that, as of any date of
determination:
(1) has at least one wireless communications or broadcast tenant that has
executed a definitive lease with CCIC or any of its Restricted
Subsidiaries, which lease is producing revenue with respect to the tower as
of the date of determination; and
(2) has capacity for at least two tenants in addition to the tenant
referred to in clause (1) of this definition.
"Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period; plus
(1) provision for taxes based on income or profits of such Person and its
Restricted Subsidiaries for such period, to the extent that such provision
for taxes was included in computing such Consolidated Net Income; plus
(2) consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued and whether or not
capitalized (including, without limitation, amortization of debt issuance
costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of
all payments associated with Capital Lease Obligations, commissions,
discounts and other fees and charges incurred in respect of letters of
credit or bankers' acceptance financings, and net payments (if any)
pursuant to Hedging Obligations), to the extent that any such expense was
deducted in computing such Consolidated Net Income; plus
(3) depreciation, amortization (including amortization of goodwill and
other intangibles and other non-cash expenses (excluding any such non-cash
expense to the extent that it represents an accrual of or reserve for cash
expenses in any future period) of such Person and its Restricted
Subsidiaries for such period to the extent that such depreciation,
amortization and other non-cash expenses were deducted in computing such
Consolidated Net Income; minus
(4) non-cash items increasing such Consolidated Net Income for such
period (excluding any items that were accrued in the ordinary course of
business),
in each case on a consolidated basis and determined in accordance with GAAP.
"Consolidated Indebtedness" means, with respect to any Person as of any date
of determination, the sum, without duplication, of:
(1) the total amount of Indebtedness of such Person and its Restricted
Subsidiaries; plus
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(2) the total amount of Indebtedness of any other Person, to the extent
that such Indebtedness has been Guaranteed by the referent Person or one or
more of its Restricted Subsidiaries; plus
(3) the aggregate liquidation value of all Disqualified Stock of such
Person and all preferred stock of Restricted Subsidiaries of such Person,
in each case, determined on a consolidated basis in accordance with GAAP.
"Consolidated Interest Expense" means, with respect to any Person for any
period:
(1) the consolidated interest expense of such Person and its Restricted
Subsidiaries for such period determined in accordance with GAAP, whether
paid or accrued and whether or not capitalized (including, without
limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings,
and net payments, if any, pursuant to Hedging Obligations); plus
(2) all preferred stock dividends paid or accrued in respect of CCIC's
and its Restricted Subsidiaries' preferred stock to Persons other than CCIC
or a Wholly Owned Restricted Subsidiary of CCIC other than preferred stock
dividends paid by CCIC in shares of preferred stock that is not
Disqualified Stock.
"Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis, determined in accordance with GAAP;
provided that:
(1) the Net Income (but not loss) of any Person other than CCIC that is not a
Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Restricted Subsidiary
thereof;
(2) the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded;
(3) the cumulative effect of a change in accounting principles shall be
excluded; and
(4) the Net Income (but not loss) of any Unrestricted Subsidiary shall be
excluded whether or not distributed to CCIC or one of its Restricted
Subsidiaries.
"Consolidated Tangible Assets" means, with respect to CCIC, the total
consolidated assets of CCIC and its Restricted Subsidiaries, less the total
intangible assets of CCIC and its Restricted Subsidiaries, as shown on the most
recent internal consolidated balance sheet of CCIC and such Restricted
Subsidiaries calculated on a consolidated basis in accordance with GAAP.
"Continuing Directors" means, as of any date of determination, any member of
the board of directors of CCIC who:
(1) was a member of such board of directors on the date of the
indentures;
(2) was nominated for election or elected to such board of directors with
the approval of a majority of the Continuing Directors who were members of
such board of directors at the time of such nomination or election; or
(3) is a designee of a Principal or was nominated by a Principal.
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"Covenant Defeasance" has the meaning set forth above under the caption
"Legal Defeasance and Covenant Defeasance."
"Credit Facilities" means one or more debt facilities (including, without
limitation, the Senior Credit Facility) or commercial paper facilities with
banks or other institutional lenders providing for revolving credit loans, term
loans, receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.
"Debt to Adjusted Consolidated Cash Flow Ratio" means, as of any date of
determination, the ratio of:
(1) the Consolidated Indebtedness of CCIC as of such date to
(2) the Adjusted Consolidated Cash Flow of CCIC as of such date.
"Default" means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default.
"Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable, in each case, at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the notes mature; provided, however, that any Capital Stock that
would constitute Disqualified Stock solely because the holders thereof have the
right to require CCIC to repurchase such Capital Stock upon the occurrence of a
Change of Control or an Asset Sale shall not constitute Disqualified Stock if
the terms of such Capital Stock provide that CCIC may not repurchase or redeem
any such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with the covenant described above under the caption "--
Certain Covenants--Restricted Payments."
"Eligible Indebtedness" means any Indebtedness other than:
(1) Indebtedness in the form of, or represented by, bonds or other
securities or any guarantee thereof; and
(2) Indebtedness that is, or may be, quoted, listed or purchased and sold
on any stock exchange, automated trading system or over-the-counter or
other securities market (including, without prejudice to the generality of
the foregoing, the market for securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933).
"Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).
"Excess Proceeds" has the meaning set forth above under the caption
"Repurchase at the Option of Holders--Asset Sales."
"Existing Indebtedness" means Indebtedness of CCIC and its Subsidiaries
(other than Indebtedness under the Senior Credit Facility) in existence on the
date of the indentures, until such amounts are repaid.
"Full Accretion Date" means August 1, 2004.
"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public
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Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect on the date of the indenture.
"Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof), of all or any part of any Indebtedness.
"Hedging Obligations" means, with respect to any Person, the obligations of
such Person under:
(1) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements; and
(2) other agreements or arrangements designed to protect such Person
against fluctuations in interest rates or currency exchange rates.
"Holder" means a Person in whose name a note is registered.
"Indebtedness" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, in respect of borrowed money or evidenced by
bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or banker's acceptances or
representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any property or representing any Hedging Obligations,
except any such balance that constitutes an accrued expense or trade payable,
if and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance
sheet of such Person prepared in accordance with GAAP, as well as all
Indebtedness of others secured by a Lien on any asset of such Person whether or
not such Indebtedness is assumed by such Person (the amount of such
Indebtedness as of any date being deemed to be the lesser of the value of such
property or assets as of such date or the principal amount of such Indebtedness
of such other Person so secured) and, to the extent not otherwise included, the
Guarantee by such Person of any Indebtedness of any other Person. The amount of
any Indebtedness outstanding as of any date shall be:
(1) the accreted value thereof, in the case of any Indebtedness issued
with original issue discount; and
(2) the principal amount thereof, together with any interest thereon that
is more than 30 days past due, in the case of any other Indebtedness.
"Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If CCIC or any Restricted Subsidiary of CCIC sells or otherwise disposes of any
Equity Interests of any direct or indirect Subsidiary of CCIC or a Restricted
Subsidiary of CCIC issues any of its Equity Interests such that, in each case,
after giving effect to any such sale or disposition, such Person is no longer a
Restricted Subsidiary of CCIC, CCIC shall be deemed to have made an Investment
on the date of any such sale or disposition equal to the fair market value of
the Equity Interests of such Subsidiary not sold or disposed of in an amount
determined as provided in the final paragraph of the covenant described above
under the caption "--Certain Covenants--Restricted Payments."
"Legal Defeasance" has the meaning set forth above under the caption "Legal
Defeasance and Covenant Defeasance."
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"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law (including
any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).
"Net Income" means, with respect to any Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect
of preferred stock dividends, excluding, however:
(1) any gain or loss, together with any related provision for taxes on
such gain or loss, realized in connection with:
(a) any Asset Sale (including, without limitation, dispositions
pursuant to sale and leaseback transactions); or
(b) the disposition of any securities by such Person or any of its
Restricted Subsidiaries or the extinguishment of any Indebtedness of
such Person or any of its Restricted Subsidiaries; and
(2) any extraordinary gain or loss, together with any related provision
for taxes on such extraordinary gain or loss.
"Net Proceeds" means the aggregate cash proceeds received by CCIC or any of
its Restricted Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash received upon the sale or other disposition of any non-
cash consideration received in any Asset Sale), net of:
(1) the direct costs relating to such Asset Sale (including, without
limitation, legal, accounting and investment banking fees, and sales
commissions) and any relocation expenses incurred as a result thereof;
(2) taxes paid or payable as a result thereof (after taking into account
any available tax credits or deductions and any tax sharing arrangements);
(3) amounts required to be applied to the repayment of Indebtedness
(other than Indebtedness under a Credit Facility) secured by a Lien on the
asset or assets that were the subject of such Asset Sale;
(4) all distributions and other payments required to be made to minority
interest holders in Restricted Subsidiaries as a result of such Asset Sale;
(5) the deduction of appropriate amounts provided by the seller as a
reserve in accordance with GAAP against any liabilities associated with the
assets disposed of in such Asset Sale and retained by CCIC or any
Restricted Subsidiary after such Asset Sale; and
(6) without duplication, any reserves that CCIC's board of directors
determines in good faith should be made in respect of the sale price of
such asset or assets for post closing adjustments;
provided that in the case of any reversal of any reserve referred to in clause
(5) or (6) above, the amount so reversed shall be deemed to be Net Proceeds
from an Asset Sale as of the date of such reversal.
"Non-Recourse Debt" means Indebtedness:
(1) as to which neither CCIC nor any of its Restricted Subsidiaries:
(a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness);
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(b) is directly or indirectly liable (as a guarantor or otherwise);
or
(c) constitutes the lender;
(2) no default with respect to which (including any rights that the
holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit (upon notice, lapse of time or both) any holder of
any other Indebtedness of CCIC or any of its Restricted Subsidiaries to
declare a default on such other Indebtedness or cause the payment thereof
to be accelerated or payable prior to its stated maturity; and
(3) as to which the lenders have been notified in writing that they will
not have any recourse to the stock or assets of CCIC or any of its
Restricted Subsidiaries (except that this clause (3) will not apply to any
Indebtedness incurred by CTSH and its Subsidiaries prior to the date CTSH
became a Subsidiary).
"Payment Default" has the meaning set forth above under the caption "Events
of Default and Remedies."
"Permitted Business" means any business conducted by CCIC, its Restricted
Subsidiaries or CTSH and its Subsidiaries on the date of the indenture and any
other business related, ancillary or complementary to any such business.
"Permitted Investments" means:
(1) any Investment in CCIC or in a Restricted Subsidiary of CCIC;
(2) any Investment in Cash Equivalents;
(3) any Investment by CCIC or any Restricted Subsidiary of CCIC in a
Person, if as a result of such Investment:
(a) such Person becomes a Restricted Subsidiary of CCIC; or
(b) such Person is merged, consolidated or amalgamated with or into,
or transfers or conveys substantially all of its assets to, or is
liquidated into, CCIC or a Restricted Subsidiary of CCIC;
(4) any Restricted Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in
compliance with the covenant described above under the caption "--
Repurchase at the Option of Holders--Asset Sales";
(5) any acquisition of assets solely in exchange for the issuance of
Equity Interests (other than Disqualified Stock) of CCIC;
(6) receivables created in the ordinary course of business;
(7) loans or advances to employees made in the ordinary course of
business not to exceed $2.0 million at any one time outstanding;
(8) securities and other assets received in settlement of trade debts or
other claims arising in the ordinary course of business;
(9) purchases of additional Equity Interests in CTSH for cash pursuant to
the governance agreement as the same is in effect on the date of the Senior
Discount Note Indenture for aggregate cash consideration not to exceed
$20.0 million since the beginning of the quarter during which the Senior
Discount Note Indenture is executed;
(10) the Investment of up to an aggregate of $100.0 million (each such
Investment being measured as of the date made and without giving effect to
subsequent changes in value); and
(11) other Investments in Permitted Businesses not to exceed an amount
equal to $10.0 million plus 10% of CCIC's Consolidated Tangible Assets at
any one time outstanding (each such Investment being measured as of the
date made and without giving effect to subsequent changes in value).
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"Permitted Liens" means:
(1) Liens securing Eligible Indebtedness of CCIC under one or more Credit
Facilities that was permitted by the terms of the indentures to be
incurred;
(2) Liens securing any Indebtedness of any of CCIC's Restricted
Subsidiaries that was permitted by the terms of the indentures to be
incurred;
(3) Liens in favor of CCIC;
(4) Liens existing on the date of the indentures;
(5) Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded;
provided that any reserve or other appropriate provision as shall be
required in conformity with GAAP shall have been made therefor;
(6) Liens securing Indebtedness permitted to be incurred under clause (5)
of the second paragraph of the covenant described above under the caption
"--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred
Stock"; and
(7) Liens incurred in the ordinary course of business of CCIC or any
Restricted Subsidiary of CCIC with respect to obligations that do not
exceed $5.0 million at any one time outstanding and that:
(a) are not incurred in connection with the borrowing of money or the
obtaining of advances or credit (other than trade credit in the
ordinary course of business); and
(b) do not in the aggregate materially detract from the value of the
property or materially impair the use thereof in the operation of
business by CCIC or such Restricted Subsidiary.
"Permitted Refinancing Indebtedness" means any Indebtedness of CCIC or any of
its Restricted Subsidiaries issued in exchange for, or the net proceeds of
which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of CCIC or any of its Restricted Subsidiaries (other than
intercompany Indebtedness); provided that:
(1) the principal amount (or initial accreted value, if applicable) of
such Permitted Refinancing Indebtedness does not exceed the principal
amount of (or accreted value, if applicable), plus accrued interest on, the
Indebtedness so extended, refinanced, renewed, replaced, defeased or
refunded (plus the amount of expenses and prepayment premiums incurred in
connection therewith);
(2) such Permitted Refinancing Indebtedness has a final maturity date
later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of,
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded;
(3) if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the notes, such
Permitted Refinancing Indebtedness is subordinated in right of payment to,
the notes on terms at least as favorable to the holders of notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and
(4) such Indebtedness is incurred either by CCIC or by the Restricted
Subsidiary who is the obligor on the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.
"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof (including any
subdivision or ongoing business of any such entity or substantially all of the
assets of any such entity, subdivision or business).
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"Principals" means Berkshire Fund III, Limited Partnership; Berkshire Fund
IV, Limited Partnership; Berkshire Investors LLC; Berkshire Partners LLC;
Centenial Fund IV, L.P.; Centenial Fund V, L.P.; Centenial Entrepreneurs Fund
V, L.P.; Nassau Capital Partners II, L.P.; NAS Partners I, L.L.C., and TdF and
any Related Party of the foregoing.
"Public Equity Offering" means an underwritten primary public offering of
common stock of CCIC pursuant to an effective registration statement under the
Securities Act of 1933.
"Related Party" with respect to any Principal means:
(1) any controlling stockholder, 80% (or more) owned Subsidiary of such
Principal; or
(2) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, members, partners, owners or Persons
beneficially holding an 80% or more controlling interest of which consist
of such Principal and/or such other Persons referred to in the immediately
preceding clause (1).
"Restricted Investment" means an Investment other than a Permitted
Investment.
"Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.
"Senior Credit Facility" means that certain Amended and Restated Loan
Agreement, dated as of July 10, 1998, by and among Key Corporate Capital Inc.
and PNC Bank, National Association, as arrangers and agents for the financial
institutions listed therein, and Crown Communication Inc. and Crown Castle
International Corp. de Puerto Rico, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and in each case as amended, modified, renewed, refunded, replaced
or refinanced from time to time.
"Senior Discount Note Indenture" means that certain indenture, dated as of
May 15, 1999, between CCIC and the United States Trust Company of New York, as
trustee, governing CCIC's 10 3/8% Senior Discount Notes due 2011.
"Significant Subsidiary" means, with respect to any Person, any Restricted
Subsidiary of such Person that would be a "significant subsidiary" of such
Person as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Act, as such Regulation is in effect on the date hereof, except
that all references to "10 percent" in Rule 1-02(w)(1), (2) and (3) shall mean
"5 percent" and that all Unrestricted Subsidiaries of CCIC shall be excluded
from all calculations under Rule 1-02(w).
"Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations
to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.
"Strategic Equity Investment" means a cash contribution to the common equity
capital of CCIC or a purchase from CCIC of common Equity Interests (other than
Disqualified Stock), in either case by or from a Strategic Equity Investor and
for aggregate cash consideration of at least $50.0 million.
"Strategic Equity Investor" means a Person engaged in a Permitted Business
whose Total Equity Market Capitalization exceeds $1.0 billion.
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"Subsidiary" means, with respect to any Person:
(1) any corporation, association or other business entity of which more
than 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person (or a combination thereof); and
(2) any partnership:
(a) the sole general partner or the managing general partner of which
is such Person or a Subsidiary of such Person; or
(b) the only general partners of which are such Person or of one or
more Subsidiaries of such Person (or any combination thereof).
"Total Equity Market Capitalization" of any Person means, as of any day of
determination, the sum of:
(1) the product of:
(a) the aggregate number of outstanding primary shares of common
stock of such Person on such day (which shall not include any options
or warrants on, or securities convertible or exchangeable into, shares
of common stock of such person); multiplied by
(b) the average closing price of such common stock listed on a
national securities exchange or the Nasdaq National Market System over
the 20 consecutive business days immediately preceding such day; plus
(2) the liquidation value of any outstanding shares of preferred stock of
such Person on such day.
"Tower Asset Exchange" means any transaction in which CCIC or one of its
Restricted Subsidiaries exchanges assets for Tower Assets and/or cash or Cash
Equivalents where the fair market value (evidenced by a resolution of the board
of directors set forth in an officers' certificate delivered to the trustee) of
the Tower Assets and cash or Cash Equivalents received by CCIC and its
Restricted Subsidiaries in such exchange is at least equal to the fair market
value of the assets disposed of in such exchange.
"Tower Assets" means wireless transmission towers and related assets that are
located on the site of a transmission tower.
"Tower Cash Flow" means, for any period, the Consolidated Cash Flow of CCIC
and its Restricted Subsidiaries for such period that is directly attributable
to site rental revenue or license fees paid to lease or sublease space on
communication sites owned or leased by CCIC, all determined on a consolidated
basis and in accordance with GAAP. Tower Cash Flow will not include revenue or
expenses attributable to non-site rental services provided by CCIC or any of
its Restricted Subsidiaries to lessees of communication sites or revenues
derived from the sale of assets.
"Unrestricted Subsidiary" means any Subsidiary of CCIC that is designated by
the board of directors as an Unrestricted Subsidiary pursuant to a board
resolution; but only to the extent that such Subsidiary:
(1) has no Indebtedness other than Non-Recourse Debt;
(2) is not party to any agreement, contract, arrangement or understanding
with CCIC or any Restricted Subsidiary of CCIC unless the terms of any such
agreement, contract, arrangement or
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understanding are no less favorable to CCIC or such Restricted Subsidiary
than those that might be obtained at the time from Persons who are not
Affiliates of CCIC;
(3) is a Person with respect to which neither CCIC nor any of its
Restricted Subsidiaries has any direct or indirect obligation:
(a) to subscribe for additional Equity Interests; or
(b) to maintain or preserve such Person's financial condition or to
cause such Person to achieve any specified levels of operating results;
(4) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of CCIC or any of its Restricted
Subsidiaries; and
(5) has at least one director on its board of directors that is not a
director or executive officer of CCIC or any of its Restricted Subsidiaries
and has at least one executive officer that is not a director or executive
officer of CCIC or any of its Restricted Subsidiaries.
Any such designation by the board of directors shall be evidenced to the
trustee by filing with the trustee a certified copy of the board resolution
giving effect to such designation and an officers' certificate certifying that
such designation complied with the foregoing conditions and was permitted by
the covenant described above under the caption "--Certain Covenants--Restricted
Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of the Indenture and any
Indebtedness of that Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of CCIC as of such date (and, if such Indebtedness is not permitted
to be incurred as of such date under the covenant described above under the
caption "--Certain Covenants--Incurrence of Indebtedness and Issuance of
Preferred Stock," CCIC shall be in default of such covenant). The board of
directors of CCIC may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that the designation shall be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of CCIC of any
outstanding Indebtedness of such Unrestricted Subsidiary and the designation
shall only be permitted if:
(1) such Indebtedness is permitted under the covenant described above
under the caption "--Certain Covenants--Incurrence of Indebtedness and
Issuance of Preferred Stock," calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference
period; and
(2) no Default would occur or be in existence following such designation.
"Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the board of
directors of such Person.
"Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:
(1) the sum of the products obtained by multiplying:
(a) the amount of each then remaining installment, sinking fund,
serial maturity or other required payments of principal, including
payment at final maturity, in respect thereof; by
(b) the number of years (calculated to the nearest one-twelfth) that
will elapse between such date and the making of such payment; by
(2) the then outstanding principal amount of such Indebtedness.
"Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person and one or more Wholly Owned Restricted
Subsidiaries of such Person.
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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of certain U.S. Federal income tax
consequences of the exchange offer to holders of old notes, but is not a
complete analysis of all potential tax effects. The summary below is based upon
the Internal Revenue Code of 1986, as amended (the "Code"), regulations of the
Treasury Department, administrative rulings and pronouncements of the Internal
Revenue Service and judicial decisions, all of which are subject to change,
possibly with retroactive effect. This summary does not address all the U.S.
Federal income tax consequences that may be applicable to particular holders,
including dealers in securities, financial institutions, insurance companies
and tax-exempt organizations. In addition, this summary does not consider the
effect of any foreign, state, local, gift, estate or other tax laws that may be
applicable to a particular holder. This summary applies only to a holder that
acquired old notes at original issue for cash and holds such old notes as a
capital asset within the meaning of Section 1221 of the Code. Holders of old
notes considering the exchange offer should consult their own tax advisors
concerning the U.S. federal income tax consequences in light of their
particular situations as well as any consequences arising under the laws of any
other taxing jurisdiction.
An exchange of old notes for new notes pursuant to the exchange offer will
not be treated as a taxable exchange or other taxable event for U.S. Federal
income tax purposes. Accordingly, there will be no U.S. Federal income tax
consequences to holders who exchange their old notes for new notes in
connection with the exchange offer and any such holder will have the same
adjusted tax basis and holding period in the new notes as it had in the old
notes immediately before the exchange.
The foregoing discussion of certain U.S. Federal income tax considerations
does not consider the facts and circumstances of any particular holder's
situation or status. Accordingly, each holder of old notes should consult its
own tax advisor regarding the tax consequences of the exchange offer to it,
including those under state, foreign and other tax laws.
PLAN OF DISTRIBUTION
Each broker-dealer that receives new notes for its own account in connection
with the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such new notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of new notes received in exchange for old notes where
such old notes were acquired as a result of market-making activities or other
trading activities. We have agreed that for a period of 180 days after the
expiration date, we will make available a prospectus, as amended or
supplemented, meeting the requirements of the Securities Act of 1933 to any
broker-dealer for use in connection with any such resale. In addition, until
January 20, 2000 (90 days after the date of this prospectus), all dealers
effecting transactions in the new notes may be required to deliver a
prospectus.
We will not receive any proceeds from any sale of new notes by broker-
dealers. New notes received by broker-dealers for their own account pursuant to
the exchange offer may be sold from time to time in one or more transactions in
the over-the-counter market, in negotiated transactions, through the writing of
options on the new notes or a combination of such methods of resale, at market
prices prevailing at the time of resale, at prices related to such prevailing
market prices or negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer or the
purchasers of any such new notes. Any broker-dealer that resells new notes that
were received by it for its own account pursuant to the exchange offer and any
broker or dealer that participates in a distribution of such new notes may be
deemed to be an "underwriter" within the
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meaning of the Securities Act of 1933, and any profit on any such resale of new
notes and any commissions or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act of 1933. The
letter of transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act of 1933.
LEGAL MATTERS
Certain legal matters will be passed upon for us by Cravath, Swaine & Moore,
New York, New York.
EXPERTS
The consolidated financial statements of CCIC at December 31, 1997 and 1998,
and for each of the years in the three-year period ended December 31, 1998, the
financial statements of the Home Service Transmission business of the BBC at
March 31, 1996 and for the year ended March 31, 1996 and the period from April
1, 1996 to February 27, 1997, the consolidated financial statements of CTSH at
March 31, 1997 and December 31, 1997 and for the period from February 28, 1997
to March 31, 1997 and the period from April 1, 1997 to December 31, 1997, the
financial statements of the Bell Atlantic Mobile Tower Operations at December
31, 1998 and for each of the years in the two-year period ended December 31,
1998 and the financial statements of the Powertel Tower Operations at December
31, 1998 and for the year ended December 31, 1998, have been incorporated by
reference into this prospectus in reliance upon the report of KPMG LLP,
independent certified public accountants, and upon the authority of said firm
as experts in accounting and auditing.
CERTAIN CURRENCY TRANSLATIONS
CTSH publishes its consolidated financial statements in pounds sterling. For
the convenience of the reader, this prospectus contains translations of certain
pound sterling amounts into U.S. dollars at specified rates or, if not so
specified, at the noon buying rate in New York City for cable transfers in
pounds sterling as certified for customs purposes by the Federal Reserve Bank
of New York on June 30, 1999, of (Pounds)1.00 = $1.5765. No representation is
made that the pound sterling amounts have been, could have been or could be
converted into U.S. dollars at the rates indicated or any other rates. On
October 20, 1999, the noon buying rate was (Pounds)1.00 = $1.6643.
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$125,000,000 9 1/2% Senior Notes Due 2011
$260,000,000 11 1/4% Senior Discount Notes Due 2011
[LOGO]
CROWN
CASTLE
INTERNATIONAL
CROWN CASTLE INTERNATIONAL CORP.
Offer to Exchange
all Outstanding 9 1/2% Senior Notes Due 2011 for
9 1/2% Senior Notes Due 2011 which have been Registered under the Securities
Act of 1933
and
all Outstanding 11 1/4% Senior Discount Notes Due 2011 for
11 1/4% Senior Discount Notes Due 2011 which have been Registered
under the Securities Act of 1933
----------------
Prospectus
October 22, 1999
----------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware ("DGCL")
provides that a corporation has the power to indemnify any director or officer,
or former director or officer, who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) against the expenses
(including attorney's fees), judgments, fines or amounts paid in settlement
actually and reasonably incurred by them in connection with the defense of any
action by reason of being or having been directors or officers, if such person
shall have acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation and with respect to any
criminal action or proceeding, provided that such person had no reasonable
cause to believe his conduct was unlawful, except that, if such action shall be
in the right of the corporation, no such indemnification shall be provided as
to any claim, issue or matter as to which such person shall have been judged to
have been liable to the corporation unless and to the extent that the Court of
Chancery of the State of Delaware (the "Court of Chancery") or any court in
which such suit or action was brought shall determine upon application that, in
view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as such court shall deem
proper.
Accordingly, the Restated Certificate of Incorporation of the Company
provides that the Company shall, to the maximum extent permitted under the
DGCL, indemnify each person who is or was a director or officer of the Company.
The Company may, by action of the Board of Directors, indemnify other employees
and agents of the Corporation, directors, officers, employees or agents of a
subsidiary, and each person serving as a director, officer, partner, member,
employee or agent of another corporation, partnership, limited liability
company, joint venture, trust or other enterprise, at the request of the
Company, with the same scope and effect as the indemnification of directors and
officers of the Company. Notwithstanding the foregoing, the Company shall be
required to indemnify any person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors or is a proceeding
to enforce such person's claim to indemnification pursuant to the rights
granted by the Restated Certificate of Incorporation or otherwise by the
Company. The Company may also enter into one or more agreements with any person
which provide for indemnification greater or different than that provided in
the Restated Certificate of Incorporation.
Furthermore, a director of the Company shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (1) for any breach of the director's duty of
loyalty to the Company or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the DGCL, or (4) for any transaction from which
the director derived an improper personal benefit.
The Company's By-laws provide that each person who was or is made a party or
is threatened to be made a party to or is involved in any manner in any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding"), by reason of the fact
that he or she or a person of whom he or she is the legal representative is or
was a director or officer of the Company or, while a director or officer of the
Company, a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless by the Company to the fullest extent permitted by the DGCL. Such
indemnification shall continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that the
II-1
<PAGE>
Company shall indemnify any such person seeking indemnification in connection
with a Proceeding (or part thereof) initiated by such person only if such
Proceeding (or part thereof) was authorized by the Board of Directors or is a
Proceeding to enforce such person's claim to indemnification pursuant to the
rights granted by the Company's By-laws. The Company shall pay the expenses
incurred by any person described in the first two sentences of this paragraph
in defending any such Proceeding in advance of its final disposition upon, to
the extent such an undertaking is required by applicable law, receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Company as authorized in the Company's By-laws or otherwise.
The Company's By-laws further provide that the indemnification and the
advancement of expenses incurred in defending a Proceeding prior to its final
disposition provided by, or granted pursuant to, the Company's By-laws shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Restated Certificate of
Incorporation, other provision of the Company's By-laws or otherwise. The
Company may also maintain insurance, at its expense, to protect itself and any
person who is or was a director, officer, partner, member, employee or agent of
the Company or a subsidiary or of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under the DGCL.
The Company's By-laws further provide that the Company may, to the extent
authorized from time to time by the Board of Directors, grant rights to
indemnification, and rights to be paid by the Company the expenses incurred in
defending any Proceeding in advance of its final disposition, to any person who
is or was an employee or agent (other than a director or officer) of the
Company or a subsidiary thereof and to any person who is or was serving at the
request of the Company or a subsidiary thereof as a director, officer, partner,
member, employee or agent of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise, including service
with respect to employee benefit plans maintained or sponsored by the Company
or a subsidiary thereof, to the fullest extent of the provisions of the
Company's By-laws with respect to the indemnification and advancement of
expenses of directors and officers of the Company.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
||2.1 Formation Agreement, dated December 8, 1998, relating to the formation
of Crown Atlantic Company LLC, Crown Atlantic Holding Sub LLC, and
Crown Atlantic Holding Company LLC
v2.2 Letter of Agreement, dated March 5, 1999, between Crown Castle
International Corp. and BellSouth Mobility Inc. (including the Form of
Sublease)
@@2.3 Framework Agreement, dated March 5, 1999, between One2One and Castle
Transmission International Ltd.
@2.4 Amendment Number 1 to Formation Agreement, dated March 31, 1999, among
Crown Castle International Corp., Cellco Partnership, doing business
as Bell Atlantic Mobile, certain Transferring Partnerships and CCA
Investment Corp.
@2.5 Crown Atlantic Company LLC Operating Agreement entered into as of
March 31, 1999 by and between Cellco Partnership, doing business as
Bell Atlantic Mobile, and Crown Atlantic Holding Sub LLC
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
##2.6 Letter of Agreement, dated July 1, 1999, among Crown Castle South,
Inc., BellSouth Personal Communications, Inc. and BellSouth Carolinas
PCS, L.P.
#4.1 Indenture, dated as of August 3, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 9 1/2% Senior Notes Due 2011 (including
exhibits)
#4.2 Indenture, dated as of August 3, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 11 1/4% Senior Discount Notes Due 2011
(including exhibits)
*4.3 Registration Rights Agreement, dated August 3, 1999, between Crown
Castle International Corp., Goldman, Sachs & Co. and the other
Purchasers referred to therein
+4.4 Indenture, dated as of November 25, 1997, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 10 5/8% Senior Discount Notes Due 2007
(including exhibits)
+4.5 Trust Deed related to (Pounds)125,000,000 9% Guaranteed Bonds Due 2007
among Castle Transmission (Finance) PLC, as Issuer, Castle
Transmission International Ltd. and Castle Transmission Services
(Holdings) Ltd., as Guarantors, and The Law Debenture Trust
Corporation p.l.c., as Trustee, dated May 21, 1997
+4.6 First Supplemental Trust Deed related to (Pounds)125,000,000 9%
Guaranteed Bonds Due 2007 among Castle Transmission (Finance) PLC, as
Issuer, Castle Transmission International Ltd. and Castle Transmission
Services (Holdings) Ltd., as Guarantors, and The Law Debenture Trust
Corporation p.l.c., as Trustee, dated October 17, 1997
+4.7 Amended and Restated Stockholders Agreement among Castle Tower Holding
Corp., Edward C. Hutcheson, Jr., Ted B. Miller, Jr., Robert A. Crown
and Barbara Crown and the persons listed on Schedule I thereto, dated
August 15, 1997
@@4.8 Restated Certificate of Incorporation of Crown Castle International
Corp., dated August 21, 1998
@@4.9 Amended and Restated By-laws of Crown Castle International Corp.,
dated August 21, 1998.
@@4.10 Certificate of Designations, Preferences and Relative, Participating,
Optional and other Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions thereof of the 12 3/4%
Senior Exchangeable Preferred Stock Due 2010 and 12 3/4% Series B
Senior Exchangeable Preferred Stock Due 2010 of Crown Castle
International Corp.
@@4.11 Indenture, dated as of December 21, 1998, between Crown Castle
International Corp. and the United States Trust Company of New York,
as Trustee, relating to the 12 3/4% Senior Subordinated Exchange
Debentures Due 2010 (including exhibits)
*4.12 Indenture, dated as of May 17, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 9% Senior Notes Due 2011 (including exhibits)
*4.13 Indenture, dated as of May 17, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 10 3/8% Senior Discount Notes Due 2011
(including exhibits)
5 Opinion of Cravath, Swaine & Moore
23.1 Consent of KPMG LLP
23.2 Consent of Cravath, Swaine & Moore (included in Exhibit 5)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
*24 Powers of Attorney
*25.1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of United States Trust Company of New York, as Trustee, on
Form T-1, relating to the 9 1/2% Senior Notes Due 2011
*25.2 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of United States Trust Company of New York, as Trustee, on
Form T-1, relating to the 11 1/4% Senior Discount Notes Due 2011
99.1 Form of Letter of Transmittal
99.2 Form of Notice of Guaranteed Delivery
99.3 Form of Letters to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees
99.4 Form of Letter to Clients
99.5 Form of Tax Guidelines
</TABLE>
- --------
* Filed previously.
+ Incorporated by reference to the exhibits with the corresponding exhibit
numbers in the Registration Statement on Form S-4 previously filed by the
Registrant (Registration No. 333-43873).
|| Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated December 9, 1998.
v Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated March 8, 1999.
@ Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated March 31, 1999.
@@ Incorporated by reference to the same exhibit in the Registration
Statement on Form S-4 previously filed by the Registrant (Registration
No. 333-71715).
# Incorporated by reference to the exhibit previously filed by the
Registrant on Form 10-Q (Registration No. 0-24737) for the quarterly
period ended June 30, 1999.
## Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated July 12, 1999.
(b) Financial Statement Schedules
Schedules not listed above have been omitted because they are not applicable
or because the required information is contained in the financial statements or
notes thereto.
II-4
<PAGE>
Item 22. Undertakings
The undersigned Registrant hereby undertakes that insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions described under Item 20 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes (i) to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This undertaking also includes documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference into the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the Registration Statement when it became effective.
The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
undersigned undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
The undersigned Registrant hereby undertakes that every prospectus: (i) that
is filed pursuant to the immediately preceding paragraph or (ii) that purports
to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and
is used in connection with an offering of securities subject to Rule 415, will
be filed as a part of an amendment to the registration statement and will not
be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on this 22nd day of October, 1999.
Crown Castle International Corp.,
/s/ Charles C. Green, III
by: ________________________________________
Name: Charles C. Green, III
Title:Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 22nd day of October, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Chief Executive Officer and Chairman of the
______________________________________ Board
Ted B. Miller, Jr.
* President and Director
______________________________________
David L. Ivy
/s/ Charles C. Green, III Executive Vice President and Chief Financial
______________________________________ Officer (Principal Financial Officer)
Charles C. Green, III
* Senior Vice President, Chief Accounting Officer
______________________________________ and Corporate Controller (Principal Accounting
Wesley D. Cunningham Officer)
* Director
______________________________________
Carl Ferenbach
* Director
______________________________________
Michel Azibert
* Director
______________________________________
Bruno Chetaille
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Signature Title
--------- -----
</TABLE>
<TABLE>
<S> <C>
* Director
______________________________________
Randall A. Hack
* Director
______________________________________
Edward C. Hutcheson, Jr.
* Director
______________________________________
Robert F. McKenzie
* Director
______________________________________
William A. Murphy, IV
* Director
______________________________________
Jeffrey H. Schutz
</TABLE>
/s/ Charles C. Green, III
*By: ____________________________
Charles C. Green, III
Attorney-in-Fact
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
||2.1 Formation Agreement, dated December 8, 1998, relating to the formation
of Crown Atlantic Company LLC, Crown Atlantic Holding Sub LLC, and
Crown Atlantic Holding Company LLC
v2.2 Letter of Agreement, dated March 5, 1999, between Crown Castle
International Corp. and BellSouth Mobility Inc. (including the Form of
Sublease)
@@2.3 Framework Agreement, dated March 5, 1999, between One2One and Castle
Transmission International Ltd.
@2.4 Amendment Number 1 to Formation Agreement, dated March 31, 1999, among
Crown Castle International Corp., Cellco Partnership, doing business
as Bell Atlantic Mobile, certain Transferring Partnerships and CCA
Investment Corp.
@2.5 Crown Atlantic Company LLC Operating Agreement entered into as of
March 31, 1999 by and between Cellco Partnership, doing business as
Bell Atlantic Mobile, and Crown Atlantic Holding Sub LLC
##2.6 Letter of Agreement, dated July 1, 1999, among Crown Castle South,
Inc., BellSouth Personal Communications, Inc. and BellSouth Carolinas
PCS, L.P.
#4.1 Indenture, dated as of August 3, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 9 1/2% Senior Notes Due 2011 (including
exhibits)
#4.2 Indenture, dated as of August 3, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 11 1/4% Senior Discount Notes Due 2011
(including exhibits)
*4.3 Registration Rights Agreement, dated August 3, 1999, between Crown
Castle International Corp., Goldman, Sachs & Co. and the other
Purchasers referred to therein
+4.4 Indenture, dated as of November 25, 1997, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 10 5/8% Senior Discount Notes Due 2007
(including exhibits)
+4.5 Trust Deed related to (Pounds)125,000,000 9% Guaranteed Bonds Due 2007
among Castle Transmission (Finance) PLC, as Issuer, Castle
Transmission International Ltd. and Castle Transmission Services
(Holdings) Ltd., as Guarantors, and The Law Debenture Trust
Corporation p.l.c., as Trustee, dated May 21, 1997
+4.6 First Supplemental Trust Deed related to (Pounds)125,000,000 9%
Guaranteed Bonds Due 2007 among Castle Transmission (Finance) PLC, as
Issuer, Castle Transmission International Ltd. and Castle Transmission
Services (Holdings) Ltd., as Guarantors, and The Law Debenture Trust
Corporation p.l.c., as Trustee, dated October 17, 1997
+4.7 Amended and Restated Stockholders Agreement among Castle Tower Holding
Corp., Edward C. Hutcheson, Jr., Ted B. Miller, Jr., Robert A. Crown
and Barbara Crown and the persons listed on Schedule I thereto, dated
August 15, 1997
@@4.8 Restated Certificate of Incorporation of Crown Castle International
Corp., dated August 21, 1998
@@4.9 Amended and Restated By-laws of Crown Castle International Corp.,
dated August 21, 1998.
@@4.10 Certificate of Designations, Preferences and Relative, Participating,
Optional and other Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions thereof of the 12 3/4%
Senior Exchangeable Preferred Stock Due 2010 and 12 3/4% Series B
Senior Exchangeable Preferred Stock Due 2010 of Crown Castle
International Corp.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
@@4.11 Indenture, dated as of December 21, 1998, between Crown Castle
International Corp. and the United States Trust Company of New York,
as Trustee, relating to the 12 3/4% Senior Subordinated Exchange
Debentures Due 2010 (including exhibits)
*4.12 Indenture, dated as of May 17, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 9% Senior Notes Due 2011 (including exhibits)
*4.13 Indenture, dated as of May 17, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 10 3/8% Senior Discount Notes Due 2011
(including exhibits)
5 Opinion of Cravath, Swaine & Moore
23.1 Consent of KPMG LLP
23.2 Consent of Cravath, Swaine & Moore (included in Exhibit 5)
*24 Powers of Attorney
*25.1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of United States Trust Company of New York, as Trustee, on
Form T-1, relating to the 9 1/2% Senior Notes Due 2011
*25.2 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of United States Trust Company of New York, as Trustee, on
Form T-1, relating to the 11 1/4% Senior Discount Notes Due 2011
99.1 Form of Letter of Transmittal
99.2 Form of Notice of Guaranteed Delivery
99.3 Form of Letters to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees
99.4 Form of Letter to Clients
99.5 Form of Tax Guidelines
</TABLE>
- --------
* Filed previously.
+ Incorporated by reference to the exhibits with the corresponding exhibit
numbers in the Registration Statement on Form S-4 previously filed by the
Registrant (Registration No. 333-43873).
|| Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated December 9, 1998.
v Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated March 8, 1999.
@ Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated March 31, 1999.
@@ Incorporated by reference to the same exhibit in the Registration
Statement on Form S-4 previously filed by the Registrant (Registration
No. 333-71715).
# Incorporated by reference to the exhibit previously filed by the
Registrant on Form 10-Q (Registration No. 0-24737) for the quarterly
period ended June 30, 1999.
## Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated July 12, 1999.
<PAGE>
EXHIBIT 5
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
October 22, 1999
Crown Castle International Corp.
9 1/2% Senior Notes Due 2011
11 1/4% Senior Discount Notes Due 2011
Exchange Offer
Ladies and Gentlemen:
We have acted as counsel for Crown Castle International Corp., a Delaware
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission of a registration statement on Form S-4
under the Securities Act of 1933, Registration No. 333-87765 (the "Registration
Statement"), relating to the issuance and exchange of (i) up to $125,000,000
aggregate principal amount of its 9 1/2% Senior Notes Due 2011, to be
registered under the Securities Act of 1933, as amended (the "New Senior
Notes") for a like principal amount of its outstanding 9 1/2% Senior Notes Due
2011 (the "Old Senior Notes") and (ii) up to $260,000,000 aggregate principal
amount at maturity of its 11 1/4% Senior Discount Notes Due 2011, to be
registered under the Securities Act of 1933, as amended (the "New Senior
Discount Notes", and together with the New Senior Notes, the "New Notes") for a
like principal amount at maturity of its outstanding 11 1/4% Senior Discount
Notes Due 2011 (the "Old Senior Discount Notes"). The New Senior Notes and the
New Senior Discount Notes are each to be issued pursuant to an indenture, dated
as of August 3, 1999, between the United States Trust Company of New York, as
Trustee, (the "Trustee") and the Company (together, the "Indentures").
Capitalized terms used but not defined herein shall have the meanings assigned
thereto in the Registration Rights Agreement (as defined below).
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for the
purposes of this opinion, including: (a) the Restated Certificate of
Incorporation of the Company; (b) the By-laws of the Company; (c) resolutions
adopted by the Board of Directors of the Company on July 21, 1999 and by the
Pricing Committee of the Board of Directors of the Company on July 26, 1999;
(d) the Registration Statement; (e) the Registration Rights Agreement, dated
August 3, 1999, among the Company, Goldman, Sachs & Co., Salomon Smith Barney
Inc., Lehman Brothers Inc. and Credit Suisse First Boston Corporation (the
"Registration Rights Agreement"); and (f) the Indentures.
In rendering the opinions contained herein, we have assumed (a) that each of
such parties has the legal power to act in the respective capacity or
capacities in which it is to act thereunder, (b) the authenticity of all the
documents submitted to us as originals, (c) the conformity to the original
documents of all documents submitted to us as copies and (d) the genuineness of
all signatures on all documents submitted to us.
Based upon the foregoing, we are of the opinion that:
1. With respect to the New Notes, when the New Notes have been duly
authorized, executed and authenticated in accordance with the terms of the
applicable Indenture by the Company and the Trustee, duly issued and delivered
in exchange for the Old Notes pursuant to the Registration Rights Agreement, and
assuming the New Notes are in the form filed as an exhibit to the Registration
Statement, the New Notes will constitute legal, valid and binding obligations of
the Company entitled to the benefits of the applicable Indenture and enforceable
against the Company in accordance with their terms (subject to
<PAGE>
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other similar laws affecting creditors' rights generally from time
to time in effect and to general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether considered in a proceeding in equity or at law).
2. With respect to the Indentures, assuming each of the Indentures has been
duly authorized, executed and delivered by the Company and the Trustee, and has
been duly qualified under the Trust Indenture Act of 1939, each Indenture
constitutes a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms (subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
other similar laws affecting creditors' rights generally from time to time in
effect and to general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing, regardless
of whether considered in a proceeding in equity or at law).
We are admitted to practice in the State of New York, and we express no
opinion as to matters governed by any laws other than the laws of the State of
New York, the General Corporation Law of the State of Delaware and the Federal
laws of the United States of America.
We are aware that we are referred to under the heading "Legal Matters" in the
Registration Statement, and we hereby consent to (i) the use of our name in the
Registration Statement and (ii) the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Cravath, Swaine & Moore
Crown Castle International Corp.
510 Bering Drive, Suite 500
Houston, TX 77057
O
2
<PAGE>
EXHIBIT 23.1
The Board of Directors
Crown Castle International Corp.:
We consent to the incorporation by reference in the registration statement on
Form S-4 (No. 333-87765) of Crown Castle International Corp. of our report
dated February 24, 1999, relating to the consolidated balance sheets of Crown
Castle International Corp. and subsidiaries as of December 31, 1998, and 1997,
and the related consolidated statements of operations and comprehensive income,
stockholders' equity (deficit), and cash flows for each of the years in the
three-year period ended December 31, 1998, the financial statements of the Home
Service Transmission business of the BBC at March 31, 1996 and for the year
ended March 31, 1996 and the period from April 1, 1996 to February 27, 1997,
the consolidated financial statements of CTSH at March 31, 1997 and December
31, 1997 and for the period from February 28, 1997 to March 31, 1997 and the
period from April 1, 1997 to December 31, 1997, the financial statements of the
Bell Atlantic Mobile Tower Operations at December 31, 1998 and for each of the
two years in the period ended December 31, 1998 and the financial statements of
the Powertel Tower Operations at December 31, 1998 and for the year ended
December 31, 1998, and all related schedules, which report appears in the
December 31, 1998 annual report on Form 10-K of Crown Castle International
Corp. and to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG LLP
Houston, Texas
October 22, 1999
<PAGE>
EXHIBIT 99.1
LETTER OF TRANSMITTAL
Crown Castle International Corp.
Offer for any and all Outstanding
9 1/2% Senior Notes due 2011
in Exchange for
Registered 9 1/2% Senior Notes due 2011
and
any and all Outstanding
11 1/4% Senior Discount Notes due 2011
in Exchange for
Registered 11 1/4% Senior Discount Notes due 2011
Pursuant to the Prospectus, dated October 22, 1999
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER
22, 1999, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE
"EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
<TABLE>
<S> <C> <C> <C>
By Mail: By Overnight Courier: By Hand: By Facsimile:
United States Trust
Company United States Trust Company United States Trust Company Fax No. (212) 420-6152
of New York of New York of New York (For Eligible Institutions Only)
P.O. Box 844 770 Broadway, 13th Floor 111 Broadway, Lower Level Confirm by telephone:
Cooper Station New York, NY 10003 New York, NY 10006 Telephone No. (800) 548-6565
New York, NY 10276-0844 Attn: Corporate Trust Attn: Corporate Trust Services
(registered or certified
mail Operations Department
recommended)
</TABLE>
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via facsimile other than as set forth above, will
not constitute a valid delivery.
The undersigned acknowledges that he or she has received the Prospectus,
dated October 22, 1999 (the "Prospectus"), of Crown Castle International
Corp., a Delaware corporation (the "Company"), and this Letter of Transmittal
(the "Letter"), which together constitute the Company's offer (the "Exchange
Offer") to exchange an aggregate principal amount of up to $125,000,000 of its
9 1/2% Senior Notes due 2011 (the "New Senior Notes) and an aggregate
principal amount at maturity of up to $260,000,000 of its 11 1/4% Senior
Discount Notes due 2011 (the "New Senior Discount Notes" and, together with
the New Senior Notes, the "New Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act") for a like principal
amount at maturity of the Company's issued and outstanding 9 1/2% Senior Notes
due 2011 (the "Old Senior Notes") and 11 1/4% Senior Discount Notes due 2011
(the "Old Senior Discount Notes" and, together with the Old Senior Notes, the
"Old Notes").
For each Old Note accepted for exchange, the holder of such Old Note will
receive a New Note having a principal amount at maturity equal to that of the
surrendered Old Note. The New Senior Notes will bear interest from the last
interest payment date of the Old Senior Notes to occur prior to the issue date
of the New Senior Notes or, if no interest has been paid, from the date of the
governing indenture. Interest on the New Senior Notes will accrue at the rate
of 9 1/2% per annum and will be payable semiannually on each February 1 and
August 1, commencing on February 1, 2000. The New Senior Notes will mature on
August 1, 2011. The Accreted Value (as defined in the Prospectus) of the New
Senior Discount Notes will be calculated from the original date of issuance of
the Old Senior Discount Notes. The New Senior Discount Notes will accrete
daily at a rate of 11 1/4% per annum, compounded semiannually, to an aggregate
principal amount at maturity of $260,000,000 by August 1, 2004. Cash interest
will not accrue on the New Senior Discount Notes prior to August 1, 2004.
Thereafter, cash interest on the New Senior Discount Notes will accrue and be
payable semiannually in arrears on each February 1 and August 1, commencing
February 1, 2005, at a rate of 11 1/4%.
<PAGE>
If, with respect to either series of Old Notes, (i) the Company is required
to file a shelf registration statement (the "Shelf Registration Statement") and
has not filed such Shelf Registration Statement on or prior to 45 days after
such filing obligation arises; or (ii) the Shelf Registration Statement has not
been declared effective on or prior to 90 days after its filing; or (iii) the
Company fails to consummate the Exchange Offer within 30 business days of the
effective date of the registration statement relating to the Exchange Offer; or
(iv) the Shelf Registration Statement is declared effective but thereafter
ceases to be effective or usable in connection with resales of Registrable
Securities during certain specified periods (each such event referred to in
clauses (i) through (iv) a "Registration Default"), then commencing on the day
after the occurrence of such Registration Default, the Company will pay special
interest to each holder of Registrable Securities of the applicable series,
with respect to the first 90-day period immediately following the occurrence of
the first Registration Default, in an amount equal to $0.05 per week per $1,000
in principal amount at maturity of such Registrable Securities held by such
holder. The amount of this special interest will increase by $0.05 per week per
$1,000 in principal amount at maturity of such Registrable Securities with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum amount of special interest for all Registration
Defaults of $0.50 per week per $1,000 in principal amount at maturity of such
Registrable Securities. Following the cure of all Registration Defaults, the
accrual of special interest will cease. Holders of Old Notes accepted for
exchange will be deemed to have waived the right to receive any other payments
or accrued interest on such Old Notes.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus.
The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended.
The Company shall notify the holders of the Old Notes of any extension as
promptly as practicable by oral or written notice thereof.
This Letter is to be completed by holders of Old Notes either if certificates
are to be forwarded herewith or if a tender of Old Notes, if available, is to
be made by book-entry transfer to the account maintained by the Exchange Agent
at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant
to the procedures set forth in "The Exchange Offer" section of the Prospectus.
Holders of Old Notes whose certificates are not immediately available, or who
are unable to deliver their certificates or confirmation of the book-entry
tender of their Old Notes into the Exchange Agent's account at the Book-Entry
Transfer Facility (a "Book-Entry Confirmation") and all other documents
required by this Letter to the Exchange Agent on or prior to the Expiration
Date, must tender their Old Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures"
section of the Prospectus. See Instruction 1. Delivery of documents to the
Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.
<PAGE>
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the Old Notes to which this Letter relates. If the space provided
below is inadequate, the certificate numbers and principal amount at maturity
of Old Notes should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF OLD NOTES
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 2 3
- ----------------------------------------------------------------
<S> <C> <C> <C>
Name(s) and
Address(es)
of
Registered
Holder(s)
(Please Aggregate Principal Principal Amount
fill in, if Certificate Amount at Maturity at Maturity
blank) Number(s)* of Old Notes Tendered**
- ----------------------------------------------------------------
--------------------------
--------------------------
--------------------------
</TABLE>
Total
- -------------------------------------------------------------------------------
* Need not be completed if Old Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a holder will be deemed to
have tendered ALL of the Old Notes represented by the Old Notes
indicated in column 2. See Instruction 2. Old Notes tendered must be
in denominations of principal amount at maturity of $1,000 and any
integral multiple thereof. See Instruction 1.
[_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Account Number Transaction Code Number _______________________________
[_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which guaranteed delivery ______________________________
If Delivered by Book-Entry Transfer, Complete the Following:
Account Number Transaction Code Number _______________________________
[_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: ______________________________________________________________________
Address: ___________________________________________________________________
-------------------------------------------------------------------------
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount at
maturity of Old Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Old Notes as are being tendered
hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
and not subject to any adverse claim when the same are accepted by the
Company. The undersigned hereby further represents that any New Notes acquired
in exchange for Old Notes tendered hereby will have been acquired in the
ordinary course of business of the person receiving such New Notes, whether or
not such person is the undersigned, that neither the holder of such Old Notes
nor any such other person is engaged in, or intends to engage in a
distribution of such New Notes, or has an arrangement or understanding with
any person to participate in the distribution of such New Notes, and that
neither the holder of such Old Notes nor any such other person is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company.
The undersigned also acknowledges that this Exchange Offer is being made by
the Company based upon the Company's understanding of an interpretation by the
staff of the Securities and Exchange Commission (the "Commission") as set
forth in no-action letters issued to third parties, that the New Notes issued
in exchange for the Old Notes pursuant to the Exchange Offer may be offered
for resale, resold and otherwise transferred by holders thereof (other than
any such holder that is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act), without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that: (1)
such holders are not affiliates of the Company within the meaning of Rule 405
under the Securities Act; (2) such New Notes are acquired in the ordinary
course of such holders' business; and (3) such holders are not engaged in, and
do not intend to engage in, a distribution of such New Notes and have no
arrangement or understanding with any person to participate in the
distribution of such New Notes. However, the staff of the Commission has not
considered the Exchange Offer in the context of a no-action letter, and there
can be no assurance that the staff of the Commission would make a similar
determination with respect to the Exchange Offer as in other circumstances. If
a holder of Old Notes is an affiliate of the Company, and is engaged in or
intends to engage in a distribution of the New Notes or has any arrangement or
understanding with respect to the distribution of the New Notes to be acquired
pursuant to the Exchange Offer, such holder could not rely on the applicable
interpretations of the staff of the Commission and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, it represents that the Old Notes to be exchanged for the New Notes
were acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus in connection
with any resale of such New Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in "The Exchange Offer--Withdrawal of Tenders"
section of the Prospectus.
<PAGE>
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes in the name of the
undersigned or, in the case of a book-entry delivery of Old Notes, please
credit the account indicated above maintained at the Book-Entry Transfer
Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes
not exchanged) to the undersigned at the address shown above in the box
entitled "Description of Old Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES "
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES
AS SET FORTH IN SUCH BOX ABOVE.
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if
To be completed ONLY if certificates for Old Notes not
certificates for Old Notes not tendered and/or New Notes are to
tendered and/or New Notes are to be sent to someone other than
be issued in the name of and the person(s) whose signature(s)
sent to someone other than the appear(s) on this Letter above
person(s) whose signature(s) or to such person(s) at an
appear(s) on this Letter above, address other than shown in the
or if Old Notes delivered by box entitled "Description of Old
book-entry transfer which are Notes" on this Letter above.
not accepted for exchange are to
be returned by credit to an Mail: New Notes and/or Old Notes
account maintained at the Book- to:
Entry Transfer Facility other
than the account indicated Name(s): ________________________
above. (Please Type or Print)
_________________________________
Issue: New Notes and/or Old (Please Type or Print)
Notes to:
Address: ________________________
Name(s): ________________________ _________________________________
Please Type or Print (Including Zip Code)
_________________________________
(Please Type or Print)
Address: ________________________
_________________________________
(Including Zip Code)
(Complete accompanying
Substitute Form W-9)
[_] Credit unexchanged Old Notes
delivered by book-entry
transfer to the Book-Entry
Transfer Facility account
set forth below.
_________________________________
(Book-Entry Transfer Facility
Account Number, if applicable)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES
FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED
DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY
THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
<PAGE>
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9 on reverse side)
Dated: ______________________________________________________________ , 1999
x: _________________________________ _____________________________ , 1999
x: _________________________________ _____________________________ , 1999
(Signature(s) of Owner(s)) (Date)
Area Code and Telephone Number: __________________________________________
If a holder is tendering any Old Notes, this Letter must be signed by the
registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Old Notes or by any person(s) authorized to become registered holder(s) by
endorsements and documents transmitted herewith. If signature is by
trustee, executor, administrator, guardian, officer or other person acting
in a fiduciary or representative capacity, please set forth full title. See
Instruction 3.
Name(s): ___________________________________________________________________
----------------------------------------------------------------------------
(Please Type or Print)
Capacity: __________________________________________________________________
Address: ___________________________________________________________________
----------------------------------------------------------------------------
(Including Zip Code)
SIGNATURE GUARANTEE
(if Required by Instruction 3)
Signature Guaranteed by an Eligible Institution: ___________________________
(Authorized Signature)
----------------------------------------------------------------------------
(Title)
----------------------------------------------------------------------------
(Name and Firm)
Dated: ______________________________________________________________ , 1999
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer to Exchange
Outstanding 9 1/2% Senior Notes due 2011 for
Registered 9 1/2% Senior Notes due 2011
and Outstanding 11 1/4% Senior Discount Notes due 2011 for
Registered 11 1/4% Senior Discount Notes due 2011
of Crown Castle International Corp.
1. Delivery of this Letter and Notes; Guaranteed Delivery Procedures.
This Letter is to be completed by holders of Old Notes either if
certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in
"The Exchange Offer--Procedures for Tendering" section of the Prospectus.
Certificates for all physically tendered Old Notes, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other documents
required by this Letter, must be received by the Exchange Agent at the address
set forth herein on or prior to the Expiration Date, or the tendering holder
must comply with the guaranteed delivery procedures set forth below. Old Notes
tendered hereby must be in denominations of principal amount at maturity of
$1,000 and any integral multiple thereof.
Holders of Old Notes whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through
an Eligible Institution (as defined below), (ii) prior to the Expiration Date,
the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Letter (or facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Company (by
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Old Notes, the certificate number or numbers of such
Old Notes and the principal amount at maturity of Old Notes tendered, stating
that the tender is being made thereby and guaranteeing that within five
business days after the Expiration Date, the Letter (or facsimile thereof),
together with the certificate or certificates representing the Old Notes to be
tendered in proper form for transfer, or a Book-Entry Confirmation, as the
case may be, and any other documents required by this Letter will be deposited
by the Eligible Institution with the Exchange Agent, and (iii) such properly
completed and executed Letter (or facsimile thereof), as well as the
certificate or certificates representing all tendered Old Notes in proper form
for transfer, or a Book-Entry Confirmation, as the case may be, and all other
documents required by this Letter are received by the Exchange Agent within
five business days after the Expiration Date.
The method of delivery of this Letter, the Old Notes and all other required
documents is at the election and risk of the tendering holders. Instead of
delivery by mail, it is recommended that holders use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
delivery to the Exchange Agent before the Expiration Date. No Letter of
Transmittal or Old Notes should be sent to the Company. Holders may request
their respective brokers, dealers, commercial banks, trust companies or
nominees to effect the tenders for such holders.
See "The Exchange Offer" section of the Prospectus.
2. Partial Tenders; Withdrawals.
If less than all of the Old Notes evidenced by a submitted certificate are
to be tendered, the tendering holder(s) should fill in the aggregate principal
amount at maturity of Old Notes tendered in the box entitled "Description of
Old Notes--Principal Amount at Maturity Tendered." A newly issued certificate
for the Old Notes submitted but not tendered will be sent to such holder as
soon as practicable after the Expiration Date. All Old Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise clearly
indicated.
<PAGE>
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date. To be effective with respect to the
tender of Old Notes, a notice of withdrawal must: (i) be received by the
Exchange Agent before the Company notifies the Exchange Agent that it has
accepted the tender of Old Notes pursuant to the Exchange Offer; (ii) specify
the name of the Old Notes; (iii) contain a description of the Old Notes to be
withdrawn, the certificate numbers shown on the particular certificates
evidencing such Old Notes and the principal amount at maturity of Old Notes
represented by such certificates; and (iv) be signed by the holder in the same
manner as the original signature on this Letter (including any required
signature guarantee). The Exchange Agent will return the properly withdrawn
Old Notes promptly following receipt of notice of withdrawal. If Old Notes
have been tendered pursuant to the procedure for book-entry transfer, any
notice of withdrawal must specify the name and number of the account at the
book-entry transfer facility to be credited with the withdrawn Old Notes or
otherwise comply with the book-entry transfer facility's procedures. All
questions as to the validity of notices of withdrawals, including time of
receipt, will be determined by the Company, and such determination will be
final and binding on all parties.
3. Signatures on this Letter, Bond Powers and Endorsements; Guarantee of
Signatures.
If this Letter is signed by the registered holder of the Old Notes tendered
hereby, the signature must correspond exactly with the name as written on the
face of the certificates without alteration, enlargement or any change
whatsoever.
If any tendered Old Notes are owned of record by two or more joint owners,
all such owners must sign this Letter.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder (which term, for the
purposes described herein, shall include the book-entry transfer facility
whose name appears on a security listing as the owner of the Old Notes) of the
Old Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the New Notes
are to be issued to a person other than the registered holder, then
endorsements of any certificates transmitted hereby or separate bond powers
are required. Signatures on such certificate(s) must be guaranteed by an
Eligible Institution (as defined below).
If this Letter is signed by a person other than the registered holder or
holders of any Old Notes specified therein, such certificate(s) must be
endorsed by such registered holder(s) or accompanied by separate written
instruments of transfer or endorsed in blank by such registered holder(s)
exchange in form satisfactory to the Company and duly executed by the
registered holder, in either case signed exactly as such registered holder(s)
name or names appear(s) on the Old Notes.
If the Letter or any certificates of Old Notes or separate written
instruments of transfer or exchange are signed or endorsed by trustees,
executors, administrators, guardians, attorney-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with the Letter.
Signature on a Letter or a notice of withdrawal, as the case may be, must be
guaranteed by an Eligible Institution unless the Old Notes tendered pursuant
thereto are tendered (i) by a registered holder who has not completed the box
entitled "Special Payment Instructions" or "Special Delivery Instructions" on
the Letter or (ii) for the account of an Eligible Institution. In the event
that signatures on a Letter or a notice of withdrawal, as the case may be, are
required to be guaranteed, such guarantee must be by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office
or correspondent in the United States or an "eligible guarantor institution"
within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934,
as amended (an "Eligible Institution").
<PAGE>
4. Special Issuance and Delivery Instructions.
Tendering holders of Old Notes should indicate in the applicable box the
name and address to which New Notes issued pursuant to the Exchange Offer are
to be issued or sent, if different from the name or address of the person
signing this Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Holders tendering Old Notes by book-entry transfer may request that
Old Notes not exchanged be credited to such account maintained at the Book-
Entry Transfer Facility as such noteholder may designate hereon. If no such
instructions are given, such Old Notes not exchanged will be returned to the
name or address of the person signing this Letter.
5. Tax Identification Number.
Federal income tax law generally requires that a tendering holder whose Old
Notes are accepted for exchange must provide the Company (as payor) with such
holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9
below or otherwise establish a basis for exemption from backup withholding. If
such holder is an individual, the TIN is his or her social security number. If
the Company is not provided with the current TIN or an adequate basis for an
exemption, such tendering holder may be subject to a $50 penalty imposed by
the Internal Revenue Service. In addition, delivery to such tendering holder
of New Notes may be subject to backup withholding in an amount equal to 31% of
all reportable payments made after the exchange.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
To prevent backup withholding, each tendering holder of Old Notes must
provide its correct TIN by completing the "Substitute Form W-9" set forth
below, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding,
(ii) the holder has not been notified by the Internal Revenue Service that
such holder is subject to a backup withholding as a result of a failure to
report all interest or dividends or (iii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup
withholding. If the tendering holder of Old Notes is a nonresident alien or
foreign entity not subject to backup withholding, such holder must give the
Company a completed Form W-8, Certificate of Foreign Status. These forms may
be obtained from the Exchange Agent. If the Old Notes are in more than one
name or are not in the name of the actual owner, such holder should consult
the W-9 Guidelines for information on which TIN to report. If such holder does
not have a TIN, such holder should consult the W-9 Guidelines for instructions
on applying for a TIN, check the box in Part 2 of the Substitute Form W-9,
write "applied for" in lieu of its TIN and complete the Certificate of
Awaiting Taxpayer Identification Number. Note: checking this box and writing
"applied for" on the form means that such holder has already applied for a TIN
or that such holder intends to apply for one in the near future. If a holder
checks the box in Part 2 of the Substitute Form W-9 and writes "applied for"
on that form, backup withholding at a 31% rate will nevertheless apply to all
reportable payments made to such holder. If such a holder furnishes its TIN to
the Company within 60 days, however, any amounts so withheld shall be refunded
to such holder.
Backup withholding is not an additional Federal income tax. Rather, the
Federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.
<PAGE>
6. Transfer Taxes.
Holders who tender their Old Notes for exchange will not be obligated to pay
any transfer taxes in connection therewith. If, however, New Notes are to be
delivered to, or are to be issued in the name of, any person other than the
registered holder of the Old Notes tendered hereby, or if tendered Old Notes
are registered in the name of any person other than the person signing this
Letter, or if a transfer tax is imposed for any reason other than the exchange
of Old Notes in connection with the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the registered holder or any other persons)
will be payable by the tendering holder. If satisfactory evidence of payment
of such taxes or exemption therefrom is not submitted herewith, the amount of
such transfer taxes will be billed directly to such tendering holder.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes specified in this Letter.
7. Waiver of Conditions.
The Company reserves the right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
8. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Old Notes
for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.
9. Mutilated, Lost, Stolen or Destroyed Old Notes.
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
10. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
<PAGE>
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
PAYOR'S NAME: CROWN CASTLE INTERNATIONAL CORP.
- --------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN:-------------------
Form W-9 TIN IN THE BOX AT RIGHT AND Social Security Number
CERTIFY BY SIGNING AND or
DATING BELOW Employer Identification
Number
Department of
the Treasury
Internal ----------------------------------------------------------
Revenue Part 2--TIN Applied
Service For [_]
Payor's ----------------------------------------------------------
Request for
Taxpayer CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY
Identification THAT:
Number ("TIN")
and (1) the number shown on this form is my correct
Certification Taxpayer Identification Number (or I am waiting
for a number to be issued to me),
(2) I am not subject to backup withholding because (a)
I am exempt from backup withholding, (b) I have
not been notified by the Internal Revenue Service
(the "IRS") that I am subject to backup
withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup
withholding, and
(3) any other information provided on this form is
true and correct.
Signature ________________________ Date __________
- --------------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting of interest or dividends on your tax returns and you have
not been notified by the IRS that you are no longer subject to backup
withholding.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered
an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer
identification number by the time of payment, 31 percent of all reportable
cash payments made to me thereafter will be withheld until I provide a
number.
Signature: ____________________________________ Date: ______________
<PAGE>
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY FOR
CROWN CASTLE INTERNATIONAL CORP.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Crown Castle International Corp. (the "Company") made
pursuant to the Prospectus, dated October 22, 1999 (the "Prospectus"), and the
enclosed Letter of Transmittal (the "Letter of Transmittal") if certificates
for Old Notes of the Company are not immediately available or if the procedure
for book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach the Company prior to 5:00 P.M., New
York City time, on the Expiration Date of the Exchange Offer. Such form may be
delivered or transmitted by facsimile transmission, mail or hand delivery to
United States Trust Company of New York (the "Exchange Agent") as set forth
below. In addition, in order to utilize the guaranteed delivery procedure to
tender Old Notes pursuant to the Exchange Offer, a completed, signed and dated
Letter of Transmittal (or facsimile thereof) must also be received by the
Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date.
Capitalized terms not defined herein are defined in the Prospectus.
Delivery To: United States Trust Company of New York, Exchange Agent
<TABLE>
<CAPTION>
By Mail: By Overnight Courier: By Hand: By Facsimile:
<S> <C> <C> <C>
United States Trust
Company United States Trust Company United States Trust Company Fax No. (212) 420-6152
of New York of New York of New York (For Eligible Institutions Only)
P.O. Box 844 770 Broadway, 13th Floor 111 Broadway, Lower Level Confirm by telephone:
Cooper Station New York, NY 10003 New York, NY 10006 Telephone No. (800) 548-6565
New York, NY 10276-0844 Attn: Corporate Trust Attn: Corporate Trust Services
(registered or certified
mail Operations Department
recommended)
</TABLE>
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via facsimile other than as set forth above, will
not constitute a valid delivery.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount at maturity of Old Notes set forth below,
pursuant to the guaranteed delivery procedure described in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus.
Principal Amount of Old Senior Notes
Tendered:*
$ ____________________________________
Certificate Nos. (if available): If Old Senior Notes will be delivered
by book-entry transfer to The
Depository Trust Company, provide
account number.
- --------------------------------------
Total Principal Amount Represented by
Old Senior Notes Certificate(s): Account Number _______________________
$ ____________________________________ If Old Senior Discount Notes will be
delivered by book-entry transfer to
The Depository Trust Company, provide
account number.
Principal Amount at Maturity of Old
Senior Discount Notes Tendered:*
$ ____________________________________ Account Number _______________________
Certificate Nos. (If available):
______________________________________
Total Principal Amount at Maturity
Represented by Old Senior Discount
Notes Certificate(s):
$ ____________________________________
* Must be in denominations of principal amount at maturity of $1,000 and any
integral multiple thereof.
<PAGE>
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
PLEASE SIGN HERE
X ___________________________________ ------------------------------------
X __________________________________ ------------------------------------
Signature(s) of Owner(s) Date
or authorized Signatory
Area Code and Telephone Number:____________________________________________
Must be signed by the holder(s) of Old Senior Notes or Old Senior Discount
Notes as the name(s) of such holder(s) appear(s) on the certificate(s) for
the Old Senior Notes or Old Senior Discount Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed
Delivery. If any signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
below.
Please print name(s) and address(es)
Name(s):_____________________________________________________________________
------------------------------------------------------------------
------------------------------------------------------------------
Capacity:____________________________________________________________________
Address(es):_________________________________________________________________
------------------------------------------------------------------
------------------------------------------------------------------
GUARANTEE
The undersigned, a member of a registered national securities exchange, or
a member of the National Association of Securities Dealers, Inc., or a
commercial bank trust company having an office or correspondent in the
United States, or an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, hereby
guarantees that the certificates representing the principal amount at
maturity of Old Notes tendered hereby in proper form for transfer, or timely
confirmation of the book-entry transfer of such Old Notes into the Exchange
Agent's account at United States Trust Company of New York pursuant to the
procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures"
section of the Prospectus, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantee and any other documents required by the Letter of
Transmittal, will be received by the Exchange Agent at the address set forth
above, within five business days after the Expiration Date.
------------------------------------- ------------------------------------
Name of Firm Authorized Signature
------------------------------------
------------------------------------- Title
Address Name:_______________________________
------------------------------------- (Please Type or Print)
Zip Code Dated:______________________________
Area Code and Tel. No.:______________
NOTE: DO NO SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
<PAGE>
EXHIBIT 99.3
CROWN CASTLE INTERNATIONAL CORP.
Offer for any and all Outstanding
9 1/2% Senior Notes due 2011
in Exchange for
Registered 9 1/2% Senior Notes due 2011
and
any and all Outstanding
11 1/4% Senior Discount Notes due 2011
in Exchange for
Registered 11 1/4% Senior Discount Notes due 2011
To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
Crown Castle International Corp. (the "Company") is offering to exchange (the
"Exchange Offer"), upon and subject to the terms and conditions set forth in
the Prospectus, dated October 22, 1999 (the "Prospectus"), and the enclosed
Letter of Transmittal (the "Letter of Transmittal"), its 9 1/2% Senior Notes
due 2011 and its 11 1/4% Senior Discount Notes due 2011, which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for its outstanding 9 1/2% Senior Notes due 2011 and its outstanding 11 1/4%
Senior Discount Notes due 2011 (together, the "Old Notes"). The Exchange Offer
is being made in order to satisfy certain obligations of the Company contained
in the Registration Rights Agreement dated as of August 3, 1999, between the
Company and the initial purchasers referred to therein.
We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:
1. Prospectus dated October 22, 1999;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if certificates for Old Notes are not immediately available or time will
not permit all required documents to reach the Exchange Agent prior to the
Expiration Date (as defined below) or if the procedure for book-entry
transfer cannot be completed on a timely basis;
4. A form of letter which may be sent to your clients for whose account you
hold Old Notes registered in your name or the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to United States Trust Company of New York,
the Exchange Agent for the Old Notes.
Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m.,
New York City time, on November 22, 1999 (the "Expiration Date") (20 business
days following the commencement of the Exchange Offer), unless extended by the
Company. The Old Notes tendered pursuant to the Exchange Offer may be withdrawn
at any time before 5:00 p.m, New York City time, on the Expiration Date.
To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees and any other required documents, should be sent to the Exchange
Agent and certificates representing the Old Notes should be delivered to the
Exchange Agent, all in accordance with the instructions set forth in the Letter
of Transmittal and the Prospectus.
<PAGE>
If holders of Old Notes wish to tender, but it is impracticable for them to
forward their certificates for Old Notes prior to the expiration of the
Exchange Offer or to comply with the book-entry transfer procedures on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
described in the Prospectus under "The Exchange Offer--Guaranteed Delivery
Procedures."
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials should be directed to the
Exchange Agent for the Old Notes, at its address and telephone number set forth
on the front of the Letter of Transmittal.
Very truly yours,
Crown Castle International Corp.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF
OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
<PAGE>
EXHIBIT 99.4
CROWN CASTLE INTERNATIONAL CORP.
Offer for any and all Outstanding
9 1/2% Senior Notes due 2011
in Exchange for
Registered 9 1/2% Senior Notes due 2011
and
any and all Outstanding
11 1/4% Senior Discount Notes due 2011
in Exchange for
Registered 11 1/4% Senior Discount Notes due 2011
To Our Clients:
Enclosed for your consideration is a Prospectus, dated October 22, 1999 (the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Crown Castle
International Corp. (the "Company") to exchange its 9 1/2% Senior Notes due
2011 and its 11 1/4% Senior Discount Notes due 2011, which have been registered
under the Securities Act of 1933, as amended, for its outstanding 9 1/2% Senior
Notes due 2011 (the "Old Senior Notes") and its 11 1/4% Senior Discount Notes
due 2011 (the "Old Senior Discount Notes" and, together with the Old Senior
Notes, the "Old Notes"), upon the terms and subject to the conditions described
in the Prospectus. The Exchange Offer is being made in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement dated
as of August 3, 1999, between the Company and the initial purchasers referred
to therein.
This material is being forwarded to you as the beneficial owner of the Old
Senior Notes or Old Senior Discount Notes carried by us in your account but not
registered in your name. A tender of such Old Notes may only be made by us as
the holder of record and pursuant to your instructions.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Old Senior Notes or Old Senior Discount Notes held by us for
your account, pursuant to the terms and conditions set forth in the enclosed
Prospectus and Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible in order
to permit us to tender the Old Senior Notes or Old Senior Discount Notes on
your behalf in accordance with the provisions of the Exchange Offer. The
Exchange Offer will expire at 5:00 p.m., New York City time, on November 22,
1999 (the "Expiration Date") (20 business days following the commencement of
the Exchange Offer) unless extended by the Company. Any Old Notes tendered
pursuant to the Exchange Offer may be withdrawn at any time before 5:00 p.m.,
New York City time, on the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Old Notes.
2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus in the section captioned "The Exchange Offer--Conditions to the
Exchange Offer."
3. The Exchange Offer expires at 5:00 p.m., New York City time, on the
Expiration Date, unless extended by the Company.
If you wish to tender your Old Senior Notes or Old Senior Discount Notes,
please so instruct us by completing, executing and returning to us the
instruction form on the back of this letter. The Letter of Transmittal is
furnished to you for information only and may not be used directly by you to
tender Old Senior Notes or Old Senior Discount Notes.
<PAGE>
INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Crown
Castle International Corp. with respect to its Old Notes.
This will instruct you to tender the Old Senior Notes or Old Senior Discount
Notes held by you for the account of the undersigned, upon and subject to terms
and conditions set forth in the Prospectus and the related Letter of
Transmittal.
Please tender the Old Senior Notes or Old Senior Discount Notes held by you
for my account as indicated below:
<TABLE>
<CAPTION>
Aggregate Principal Amount
of Old Senior Notes
<S> <C>
9 1/2% Senior Notes due 2011.........
----------------------------------------
(must be an integral multiple of $1,000)
[_] Please do not tender any Old
Senior Notes held by you for my
account.
Aggregate Principal Amount
of Old Senior Discount Notes
11 1/4% Senior Discount Notes due
2011................................
(must be an integral multiple of $1,000)
[_] Please do not tender any Old
Senior Discount Notes held by you
for my account
Dated: , 1999
----------------------------------------
</TABLE>
-------------------------------------
Signature(s)
-------------------------------------
-------------------------------------
-------------------------------------
Please print name(s) here
-------------------------------------
-------------------------------------
Address(es)
-------------------------------------
Area Code(s) and Telephone Number(s)
-------------------------------------
Tax Identification or Social
Security No(s).
None of the Old Senior Notes or Old Senior Discount Notes held by us for your
account will be tendered unless we receive written instructions from you to do
so. Unless a specific contrary instruction is given in the space provided, your
signature(s) hereon shall constitute an instruction to us to tender all the Old
Senior Notes or Old Senior Discount Notes held by us for your account.
<PAGE>
EXHIBIT 99.5
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payer.--Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Give the
For this type of account: SOCIAL SECURITY
number of --
- --------------------------------------------------------
<C> <S> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner
(joint account) of the account
or, if combined
funds, any one
of the
individuals(1)
3. Husband and wife (joint The actual owner
account) of the account
or, if joint
funds, either
person(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if
account) the minor is the
only
contributor, the
minor(1)
6. Account in the name of The ward, minor,
guardian or committee for a or the
designated ward, minor, or incompetent
incompetent person person(3)
7. a. The usual revocable sav- The grantor-
ings trust account trustee(1)
(grantor is also trustee)
b. So-called trust account The actual
that is not a legal or owner(1)
valid trust under State
law
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Give the EMPLOYER
For this type of account: IDENTIFICATION
number of --
- ------------------------------------------------------------------------------
<S> <C>
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or pension trust The legal entity
(do not furnish
the identifying
number of the
personal
representative
or trustee
unless the legal
entity itself is
not designated
in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, educational or other tax-exempt The organization
organization account
12. Partnership account held in the name of the business The partnership
13. Association, club, or other tax-exempt organization The organization
14. A broker or registered nominee The broker or
nominee
15. Account with the Department of Agriculture in the name The public
of a public entity (such as a State or local government, entity
school district, or prison) that receives agricultural
program payments
</TABLE>
- -------------------------------------------------------------------------------
(1) List all names first and circle the name of the person whose number you
furnish. If only one person on a joint account has a Social Security number,
that person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your Social Security number
or employer identification number (if you have one).
(5) List first and circle the name of the legal trust, estate, or pension
trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number (for business and
all other entities), at the local office of the Social Security Administration
or the Internal Revenue Service and apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempt from backup withholding on ALL payments include the
following:
. A corporation.
. A financial institution.
. An organization exempt from tax under Section 501(a), of the Internal Reve-
nue Code of 1986, as amended (the "Code"), or an individual retirement
plan, or a custodial account under Section 403(b)(7), if the account satis-
fies the requirements of Section 401(f)(7).
. The United States or any agency or instrumentalities.
. A State, the District of Columbia, a possession of the United States, or
any political subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
. An international organization or any agency, or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S.,
the District of Columbia or a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under Section 584(a) of the Code.
. An exempt charitable remainder trust, or a non-exempt trust described in
Section 4947(a)(1) of the Code.
. An entity registered at all times under the Investment Company Act of 1940.
. A foreign central bank of issue.
. A middleman known in the investment community as a nominee or who is listed
in the most recent publication of the American Society of Corporate Secre-
taries, Inc., Nominee List.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under Section 1441 of
the Code.
. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
. Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
Section 852 of the Code).
. Payments described in Section 6049(b)(5) of the Code to nonresident aliens.
. Payments on tax-free covenant bonds under Section 1451 of the Code.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
. Mortgage interest paid to you.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDEN-
TIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE
FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN
ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH A PAYER A COMPLETED INTER-
NAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
Certain payments other than interest, dividends and patronage dividends that
are not subject to information reporting are also not subject to backup with-
holding. For details, see the regulations under Sections 6041, 6041A(a), 6045,
and 6050(A) of the Code and the regulations promulgated thereunder.
Privacy Act Notice.--Section 6109 requires most recipients of dividends, in-
terest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for identi-
fication purposes. Payers must be given the numbers whether or not recipients
are required to file tax returns. Payers must generally withhold 31% of tax-
able interest, dividends, and certain other payments to a payee who does not
furnish a taxpayer identification number to a payer. Certain penalties may
also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number.--If you
fail to furnish your taxpayer identification number to a payer, you are sub-
ject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) Civil Penalty for False Information With Respect to Withholding.--If you
make a false statement with no reasonable basis that results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information.-- Wilfully falsifying certi-
fications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
