Crown Castle Inc. (NYSE: CCI) (“Crown Castle” or the “Company”)
today filed its preliminary proxy materials with the Securities and
Exchange Commission (“SEC”) in connection with its 2024 Annual
Meeting of Stockholders to be held on May 22, 2024.
In connection with the filing, the Company announced that the
Board has nominated 12 directors to stand for election at the
Company’s Annual Meeting. The Board’s nominees comprise diverse
individuals with executive and public-company board experience
across a range of relevant backgrounds, including
telecommunications, towers, fiber, real estate and REIT, as well as
strategic planning, finance, M&A and technology, all of whom
are actively engaged in overseeing the execution of the Company’s
strategy. The Crown Castle Board of Directors
unanimously recommends shareholders use the WHITE proxy
card to vote FOR only the twelve nominees proposed by our Board of
Directors. The Board encourages shareholders to read its
preliminary proxy materials for additional information, which can
be found on the SEC’s website at www.sec.gov.
Additionally, the Company issued the following letter to Crown
Castle Shareholders, which lays out the steps that the Board is
currently taking to create shareholder value and aims to set the
record straight regarding certain statements made by Ted Miller and
Boots Capital Management, LLC (“Boots Capital”).
Dear Shareholders,
The Crown Castle Board and management
team believe that we have made significant strides over the last
three months toward creating a stronger and more valuable company.
We remain focused on the comprehensive strategic and operating
review of the fiber and small cell business, in conjunction with
Morgan Stanley, BofA Securities, Paul, Weiss and leading industry
consultants. We also remain focused on the search for the Company’s
next CEO with the support of a leading executive search firm. We
expect to share an update on the progress of these initiatives in
the near future.
The Board values feedback from all of
its shareholders, and as we advance these initiatives, we are
committed to acting in our shareholders’ best interests by
positioning Crown Castle for long-term success and value
creation.
Recently, Boots Capital and in
particular one of its principals, Ted Miller, have publicly
provided suggestions regarding our fiber and small cell business
and the operations of our tower business. We believe a number of
these statements are misleading to the market, and we want to
ensure our shareholders have heard all of the facts. Included below
are responses to certain of Ted Miller’s claims.
Ted Miller Claim1 |
Setting the Record Straight |
Claim: Crown Castle’s Board “continues to refuse
to meaningfully engage with us or our value enhancing
proposal” |
Crown Castle has engaged extensively with Ted Miller since the
outset of his campaign.
- On December 27, 2023, Rob Bartolo and Interim CEO Tony Melone
had a meeting with Mr. Miller in which Mr. Miller presented Boots
Capital’s proposals for the Company.
- On January 30, 2024, members of the Board and Crown Castle
advisors met for nearly two hours with representatives of Boots
Capital, namely Messrs. Green, Miller and Rice, to discuss Boots
Capital’s proposed plan for the Company.
- On February 2, 2024, the Board invited Mr. Miller to submit a
proposal for the fiber business, which he declined to do.
- On February 8 and 9, 2024, the NESG Committee participated in
interviews with each of the director nominees suggested by Boots
Capital.
- On March 3, 2024, in response to Morgan Stanley’s outreach on
behalf of the Company, Mr. Miller stated that although he had
reached out to Company executives, Mr. Miller did not have any new
proposal to make or discuss.
- On March 15, 2024, Tony Melone sent a letter to Mr. Miller
requesting that he identify his purported "25 prospective buyers
and financing sources”2 and reiterated the Board's invitation to
the Boots Group and such interested parties to submit any proposals
for a fiber transaction.
- On March 19, 2024, Mr. Bartolo met with Mr. Miller in person to
discuss Mr. Miller’s campaign and had a follow-up call with Mr.
Miller on March 20, 2024.
- On March 21, 2024, the Board met with all of the Boots Capital
nominees and discussed their qualifications and their proposals for
the Company. Later that day, Mr. Melone also had a follow-up
discussion with Mr. Miller.
|
Claim: As one of the founders and a substantial
shareholder, Mr. Miller has “a special perch from which to drive a
cultural and operational reawakening” |
Mr. Miller’s purported ownership of Crown Castle represents
significantly less than half of one percent, yet he is seeking to
hand pick 33% of the Company’s Board and secure 17% of the Board
for members of his family, including attempting to become Executive
Chairman of the Board.
- Around the time of Mr. Miller’s departure from the Board in
August 2002, Crown Castle’s stock price had declined to
approximately $1 per share. The stock is now over 100 times above
that price – an increase achieved while Mr. Miller had no role in
the Company’s operations or governance.
- Crown Castle today is very different than it was 22 years ago
when Mr. Miller was last at the Company. The Company is now a REIT
and is part of the S&P 500.
- In fiscal year 2002, the Company generated less than $1 billion
of revenue and operated 15,000 towers. In comparison, revenue for
our current fiscal year is expected to be 7x larger, and the
Company now operates more than 40,000 towers as well as small cell
and fiber assets.
- Mr. Miller has never had direct experience operating a business
of our current size in the face of changing industry dynamics that
have developed over the last two decades since his departure from
the Company.
- In addition, and very importantly, the Company believes that
Mr. Miller’s attempt to be named Executive Chairman of the Company
could have a chilling effect on Crown Castle's CEO search,
potentially increasing the time the Company operates without a
permanent CEO.
|
Claim: Boots Capital has a “long-term plan – not a
short-term trading strategy” |
- Boots Capital acquired the majority of its ownership position
in Crown Castle after Elliott’s disclosure in November 2023, and
Boots Capital has indicated that approximately 80% of its position
consists of call options that expire in 10 months. At the time of
the Annual Meeting in May 2024, there will be approximately eight
months of duration remaining on Boots Capital’s current call
options.
- Boots Capital has not clarified whether the entity that holds
the derivatives has the capital to exercise these options and we
are not aware of any commitment that has been made to exercise
these options.
|
Claim: Boots Capital has developed a detailed plan
for a fiber sale that Crown Castle could use instead of “recreating
the wheel” |
Boots Capital has provided no actionable proposal or introductions
to any interested parties, but rather the outline of a theoretical
transaction.
- Boots Capital claims to have signed NDAs with “25 prospective
buyers and financing sources” for the fiber business, but has not
revealed any of their names to the Board.
- Crown Castle subsequently asked Boots Capital for clarity on
these representations and for the identities of the parties to the
NDAs in a letter to Boots Capital dated March 15, 2024.
- As far as the Company is aware, none of those “prospective
buyers” or “financing sources” have contacted the Company or its
advisors regarding their interest in any potential
transaction.
- Crown Castle has received no evidence that any of these
“prospective buyers and financing sources” are in a position to
transact for the fiber business.
|
Claim: There will be “$1bn+ of [incremental] CCI
tax benefits if [the fiber sale] closed in 2024”3 |
Closing a potential fiber sale in 2024 will not create incremental
tax savings for Crown Castle.
- Boots Capital’s proposal does not create any actual tax
“savings” to Crown Castle, because Crown Castle is a REIT and does
not pay taxes as long as it pays distributions to shareholders
equal to its taxable income each year.
- The only potential benefit to Crown Castle from Boots Capital’s
proposal would be to create deductions in the year of the fiber
business sale that would offset some of the gain and thereby reduce
Crown Castle’s REIT distribution requirements, enabling Crown
Castle to retain more of the fiber sale proceeds.
- However, Crown Castle has a number of other options to deal
with its REIT distribution requirements without rushing into
complex and highly uncertain transactions.
- In addition, none of the Company's net operating losses, which
would reduce its REIT distribution requirements in the case of a
potential fiber sale, expire in 2024.
- Furthermore, the Fiber Review Committee and its advisors are
already working to complete the strategic review of the fiber and
small cell business and any related actions as quickly as possible.
Boots Capital’s proposed process would not offer any timing
advantage over the process that the Company already has underway,
especially considering the fact that the potential unidentified
bidders have not, to our knowledge, reached out to the Company’s
advisors despite the strategic review process beginning several
months ago.
|
Claim: “When it comes to executing the fiber sale,
time is literally money” |
As part of Boots Capital’s lawsuit, Boots Capital sought a court
order to stop the important work of the Fiber Review Committee.
- Had Boots Capital succeeded, this would have impeded all
progress toward a potential transaction regarding the Company’s
fiber business for months. Thankfully for investors, the judge
rejected this motion.
- Boots Capital similarly sought to impede the CEO Search
Committee’s progress. Thankfully for investors, the judge also
rejected this motion.
|
Claim: “Crown Castle has a 12-person Board, yet
only one of its members includes a tower business in their
resume” |
Four of 12 of the Company’s Board members have relevant experience
in the wireless tower industry.
- Cindy Christy has more than 25 years of experience in the
telecommunications and high-technology sector, where she held
senior executive roles leading and developing major infrastructure
portfolios―including tower, fiber and small cell―and her board role
with CTIA, a wireless communications industry trade
association.
- Mr. Melone, a former Verizon senior executive, has more than 35
years of experience in the telecommunications industry, including
responsibility for managing infrastructure assets and over 20,000
communications towers and over 50,000 wireless cell sites.
- Sunit Patel served as Executive Vice President, Merger and
Integration of T-Mobile during its merger with Sprint, including
addressing the synergy opportunity to evaluate the combined
T-Mobile and Sprint tower lease portfolio.
- Brad Singer served as Senior Executive Vice President and CFO
of American Tower Corporation, the largest owner of wireless towers
in the world and with a domestic tower portfolio comparable to
Crown Castle.
|
The Company is committed to
correcting the record in the future as necessary. We remain
confident that the actions we are already taking to orient the
business for long-term success, which are in line with those
suggested by Boots Capital, will enhance shareholder value and
build on the Company’s strong foundation.
Sincerely,
Crown Castle Board of Directors
Shareholders may receive solicitation materials from Mr. Miller
(together with Boots Capital and other entities and persons
affiliated or associated with Mr. Miller, collectively, "Boots
Group"), including an opposition proxy statement and gold proxy
card. The Board of Directors does not endorse Boots Group’s
nominees or Boots Group’s By-Laws Proposal and
unanimously recommends shareholders discard any proxy
materials from Boots Group.
Crown Castle’s preliminary proxy materials can be found on the
SEC’s website at www.sec.gov. The Company’s definitive proxy
materials will be distributed/disseminated to all shareholders
eligible to vote at the 2024 Annual Meeting.
ABOUT CROWN CASTLE
Crown Castle owns, operates and leases more than 40,000 cell
towers and approximately 90,000 route miles of fiber supporting
small cells and fiber solutions across every major U.S. market.
This nationwide portfolio of communications infrastructure connects
cities and communities to essential data, technology and wireless
service – bringing information, ideas and innovations to the people
and businesses that need them. For more information on Crown
Castle, please visit www.crowncastle.com.
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains forward-looking statements for
purposes of the safe harbor provisions of The Private Securities
Litigation Reform Act of 1995. Statements that are not historical
facts are hereby identified as forward-looking statements. In
addition, words such as “estimate,” “anticipate,” “project,”
“plan,” “intend,” “believe,” “expect,” “likely,” “predicted,”
“positioned,” “continue,” “target,” “seek,” “focus” and any
variations of these words and similar expressions are intended to
identify forward-looking statements. Examples of forward-looking
statements include (1) statements and expectations regarding the
process and outcomes of Company’s Fiber Review Committee, including
that it will help enhance and unlock shareholder value, (2)
statements and expectations regarding the process and outcomes of
CEO Search Committee, including that it will conduct the search to
identify Crown Castle’s next CEO, (3) that the actions set forth in
this press release best position the Company for long term success,
including our Board’s regular evaluation of all paths to enhance
shareholder value, (4) that the Company will benefit from the
experience and insights of the newly appointed directors, (5) that
the Company will identify the best path forward to capitalize on
significant opportunities for growth in our industry, and (6)
statements and expectations regarding the Company’s revenue for
fiscal year 2024. Such forward-looking statements should,
therefore, be considered in light of various risks, uncertainties
and assumptions, including prevailing market conditions, risk
factors described in “Item 1A. Risk Factors” of the Annual Report
on Form 10-K for the fiscal year ended December 31, 2023 and other
factors. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those expected. Unless
legally required, the Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Our filings with the SEC are available through the SEC website
at www.sec.gov or through our investor relations website at
investor.crowncastle.com. We use our investor relations website to
disclose information about us that may be deemed to be material. We
encourage investors, the media and others interested in us to visit
our investor relations website from time to time to review
up-to-date information or to sign up for e-mail alerts to be
notified when new or updated information is posted on the site.
Important Stockholder Information
On March 25, 2024, the Company filed a preliminary proxy
statement and a WHITE proxy card with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with
its solicitation of proxies for its 2024 Annual Meeting. THE
COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE
DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD, AND
ANY AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders
may obtain the proxy statement, any amendments or supplements to
the proxy statement, and other documents as and when filed by the
Company with the SEC without charge from the SEC’s website at
www.sec.gov.
Participant Information
The Company, its directors, director nominees,
certain of its officers, and other employees are or will be
“participants” (as defined in Section 14(a) of the U.S. Securities
Exchange Act of 1934, as amended) in the solicitation of proxies
from the Company’s stockholders in connection with the matters to
be considered at the 2024 Annual Meeting. The identity, their
direct or indirect interests (by security holdings or otherwise),
and other information relating to the participants is available in
the Company’s preliminary proxy statement on Schedule 14A filed
with the SEC on March 25, 2024, on the section entitled “Beneficial
Ownership of Common Stock” (on page 88) and Appendix C (on
page C-1). All these documents are or will be available free
of charge at the SEC’s website at www.sec.gov.
CONTACTS:
Dan Schlanger, CFOKris Hinson, VP & TreasurerCrown Castle
Inc.713-570-3050
MEDIA:
Andy Brimmer / Adam PollackJoele Frank, Wilkinson Brimmer
Katcher212-355-4449
1 Unless otherwise stated, all quotations of Ted Miller’s claims
are from Boots Capital’s press release filed by Boots Capital on
Schedule 14A on March 14, 2024.2 Presentation filed by Boots
Capital on Schedule 14A on March 12, 2024.3 Presentation filed by
Boots Capital on Schedule 14A on March 12, 2024.
Crown Castle (NYSE:CCI)
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から 1 2025 まで 2 2025
Crown Castle (NYSE:CCI)
過去 株価チャート
から 2 2024 まで 2 2025