Crown Castle's Failed Strategy Under Current
Leadership Has Destroyed Shareholder Value, Eroded Governance and
Trust, and Weakened Employee Morale
As a Result, Crown Castle's Stock Price
Recently Hit Six-Year Low; Company Has Performed Worse Than Peers
for 15 Years
Miller's Highly Qualified Director Nominees
are Committed to Executing Plan Designed to End Era of Value
Destruction and Strategic Missteps and Restore Market Confidence in
CCI
HOUSTON , March 28,
2024 /PRNewswire/ -- Ted B.
Miller, co-founder and former Executive Chairman & Chief
Executive Officer of Crown Castle Inc., (NYSE: CCI) ("Crown Castle"
or the "Company") and his investment vehicle Boots Capital
Management, LLC ("Boots Capital") today filed preliminary proxy
materials with the Securities and Exchange Commission (SEC) in
connection with Crown Castle's upcoming 2024 Annual Meeting of
Stockholders to be held on May 22,
2024.
Mr. Miller has nominated a slate of four director nominees who,
if elected, collectively would bring world-class tower operating
and public-company CEO experience, as well as much needed
leadership, management oversight, and stability to the Crown Castle
Board of Directors (the "Board").
Notably, Boots Capital believes that Crown Castle's Board has
irreparably breached the trust of shareholders and thrown
governance to the wind as evidenced by the following: 1) failing to
implement a CEO succession plan; 2) entering into a cooperation
agreement with Elliott Management Corp. ("Elliott"), which has
since been largely rewritten after the Delaware Chancery Court recognized it as
coercive to shareholders' rights; 3) inexplicably waiting to
disclose that Elliott had waived its demand that the Board
recommend Elliott directors as part of that cooperation agreement;
4) failing to disclose in a timely manner that the Board agreed to
conduct a 'fresh' review process of the Boots Capital nominees, and
doing so in a manner that Boots Capital believes was not in good
faith; and 5) failing to disclose to shareholders the Delaware Chancery Court's mandate to provide
the Boots Capital team advance notice of any material decision
involving its CEO search or Fiber sale process.
Mr. Miller stated: "Our mission is to restore shareholder value
at Crown Castle and help the Company reach its full potential. We
wish to be a positive force and work constructively with all
stakeholders to make Crown Castle the preeminent tower company by
executing on an achievable and carefully developed near- and
long-term plan, which has already received consistent investor
support.
"Conversely, Crown Castle's pursuit of a failed fiber strategy
while ignoring the foundation of the business – towers – has
destroyed billions in shareholder value, led to an unsustainable
dividend policy, eroded trust and market credibility, and weakened
employee morale. Notably, Crown Castle's stock price and total
shareholder returns have significantly underperformed its peers
over this 10-year period, and its shares recently hit a six-year
low. The Company has also been unable or unwilling to retain key
members of its executive management team, many of whom have not
been replaced, crushing what was once a thriving culture. Yet the
Board has the audacity to ask shareholders for even more time in a
desperate attempt to prove an already failed strategy. This Board
has had its chance.
"Boots Capital's objectives are fully aligned with those of all
shareholders: to see Crown Castle's stock price increase in value.
It is clear that to achieve this, shareholder-driven change at the
Board level is urgently required. Our nominees are uniquely suited
to execute the value-enhancing strategy that will restore employee
and customer confidence in Crown Castle and drive long-term value
for all stakeholders."
Boots Capital's preliminary proxy materials can be found on the
SEC's website at www.sec.gov.
INVESTOR AND MEDIA CONTACTS
Investors:
Morrow Sodali LLC
Paul Schulman/William Dooley/Jonathan
Eyl
By Phone: 1-800-662-5200 or 203-658-9400
By Email: Boots@info.morrowsodali.com
Media:
Jonathan Gasthalter/Nathaniel Garnick/Grace
Cartwright
Gasthalter & Co.
By Phone: 212-257-4170
By Email: bootscapital@gasthalter.com
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
The information herein contains "forward-looking statements."
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as "may," "will,"
"expects," "believes," "anticipates," "plans," "estimates,"
"projects," "potential," "targets," "forecasts," "seeks," "could,"
"should" or the negative of such terms or other variations on such
terms or comparable terminology. Similarly, statements that
describe the Participants' (as defined below) objectives, plans or
goals are forward-looking. Forward-looking statements are subject
to various risks and uncertainties and assumptions. There can be no
assurance that any idea or assumption herein is, or will be proven,
correct. If one or more of the risks or uncertainties materialize,
or if the underlying assumptions of Boots Capital (as defined
below) or any of the other Participants in the proxy solicitation
described herein prove to be incorrect, the actual results may vary
materially from outcomes indicated by these statements.
Accordingly, forward-looking statements should not be regarded as a
representation by Boots Capital or the other Participants that the
future plans, estimates or expectations contemplated will ever be
achieved. You should not rely upon forward-looking statements as a
prediction of actual results and actual results may vary materially
from what is expressed in or indicated by the forward-looking
statements. Except to the extent required by applicable law,
neither Boots Capital nor any Participant will undertake and
specifically declines any obligation to disclose the results of any
revisions that may be made to any projected results or
forward-looking statements herein to reflect events or
circumstances after the date of such projected results or
statements or to reflect the occurrence of anticipated or
unanticipated events.
Certain statements and information included herein have been
sourced from third parties. Boots Capital and the other
Participants do not make any representations regarding the
accuracy, completeness or timeliness of such third party statements
or information. Except as may be expressly set forth herein,
permission to cite such statements or information has neither been
sought nor obtained from such third parties. Any such statements or
information should not be viewed as an indication of support from
such third parties for the views expressed herein.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Boots Capital and the other Participants (as defined below) have
filed a preliminary proxy statement and accompanying GOLD universal
proxy card (the "Proxy Statement") with the Securities and Exchange
Commission (the "SEC") to be used to solicit proxies for, among
other matters, the election of its slate of director nominees at
the 2024 annual meeting of shareholders (the "2024 Annual Meeting")
of Crown Castle Inc., a Delaware
corporation ("Crown Castle" or the "Corporation"). Promptly
after filing its definitive proxy statement with the SEC, Boots
Capital will forward the definitive proxy statement and
accompanying GOLD universal proxy card to each stockholder entitled
to vote at the 2024 Annual Meeting.
The participants in the proxy solicitation are currently
anticipated to be Boots Parallel 1, LP, Boots, LP (and together
with Boots Parallel 1, LP, the "Boots Funds"), Boots Capital
Management, LLC ("Boots Capital"), Boots GP, LLC ("Boots GP"),
4M Management Partners, LLC
("4M Management Partners"),
4M Investments, LLC ("4M Investments"), WRCB, L.P. ("WRCB"),
Theodore B. Miller, Jr. and
Tripp H. Rice (collectively, the
"Boots Parties"); and Charles Campbell
Green III and David P.
Wheeler (together with Mr. Miller and Mr. Rice, the "Boots
Nominees," and together with the Boots Parties, the
"Participants").
Boots GP, as the general partner of each of the Boots Funds, and
4M Management Partners, as the
investment advisor of each of the Boots Funds, may each be deemed
to beneficially own interests in an aggregate of 784,009 shares of
the Corporation's common stock, $0.01
par value (the "Common Stock") held in the Boots Funds (including
182,997 shares of Common Stock and interests in 601,012 shares of
Common Stock underlying over-the-counter share option
contracts). WRCB beneficially owns interests in 135 shares of
Common Stock underlying a call option. Mr. Miller has direct
ownership of 200 shares of Common Stock, which includes 100 shares
of Common Stock held of record and 100 shares of Common Stock held
of record as tenant in common with his wife. In addition, Mr.
Miller may be deemed to beneficially own interests in an aggregate
of 784,716.958 shares of Common Stock (which includes interests in
784,009 shares of Common Stock held by the Boots Funds, which Mr.
Miller may be deemed to beneficially own as the President and
managing member of 4M Management
Partners and a Manager and the President of Boots GP, interests in
400 shares of Common Stock underlying call options owned
beneficially and as a tenant in common with his wife, interests in
135 shares of Common Stock underlying a call option owned
beneficially by WRCB, which Mr. Miller may be deemed to
beneficially own as sole member of one of the general partners of
WRCB, and 172.958 shares of Common Stock held through the
Corporation's 401(k) Plan in the Crown Castle Stock Fund. Mr.
Rice is the record holder of 100 shares of Common Stock and, as the
Vice President of 4M Management
Partners and a Manager and the Vice President of Boots GP, Mr. Rice
may be deemed to beneficially own interests in 784,009 shares of
Common Stock held by the Boots Funds. Mr. Green beneficially
owns 1,736 shares of Common Stock in joint tenancy with his
wife. All of the foregoing information is as of the date
hereof unless otherwise disclosed.
IMPORTANT INFORMATION AND WHERE TO FIND IT
BOOTS CAPITAL STRONGLY ADVISES ALL STOCKHOLDERS OF CROWN CASTLE
TO READ THE PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS OR
SUPPLEMENTS TO SUCH PROXY STATEMENT, THE DEFINITIVE PROXY
STATEMENT, AND OTHER PROXY MATERIALS FILED BY BOOTS CAPITAL AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEBSITE AT WWW.SEC.GOV. IN ADDITION, THE DEFINITIVE PROXY
STATEMENT, WHEN FILED, AND OTHER RELEVANT DOCUMENTS, WILL ALSO BE
AVAILABLE ON THE SEC WEBSITE, FREE OF CHARGE, OR BY DIRECTING A
REQUEST TO THE PARTICIPANTS' PROXY SOLICITOR, MORROW SODALI LLC,
430 PARK AVE., 14TH FLOOR, NEW YORK, NEW
YORK 10022 (STOCKHOLDERS CAN CALL TOLL-FREE: (800)
662-5200).
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SOURCE Boots Capital Management, LLC