Urges Shareholders to Vote the GOLD Proxy Card
"FOR" Boots Capital's Four Highly Qualified Director Nominees –
Ted Miller, Charles Green, David
Wheeler, and Tripp Rice – and "WITHHOLD" on ALL Crown
Castle Nominees
Files Definitive Proxy Materials and Mails
Letter to Crown Castle Shareholders
Launches www.RebootCrownCastle.com
HOUSTON, April 22,
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 definitive proxy materials with the
Securities and Exchange Commission ("SEC") for the election of
Ted B. Miller, Charles C. Green, David
P. Wheeler, and Tripp H. Rice
to Crown Castle's Board of Directors (the "Board") at the Company's
2024 Annual Meeting of Shareholders (the "2024 Annual Meeting") to
be held on May 22, 2024.
In connection with the filing of definitive proxy materials,
Boots Capital is mailing a letter to Crown Castle's shareholders
and launched www.RebootCrownCastle.com.
The full text of the letter being mailed is below.
April 22, 2024
To Crown Castle Shareholders:
You deserve better. For more than a decade, you and all Crown
Castle shareholders have suffered at the hands of a Board that made
the wrong decision every time it mattered most. The Board's poor
judgment has cost shareholders tens of billions of dollars in
value, left you with a debt-fueled dividend policy, and corroded
employee morale and broader stakeholder trust.
As a fellow shareholder in Crown Castle Inc., Ted B. Miller, the Company's co-founder and
former Executive Chairman & Chief Executive Officer and his
investment vehicle, Boots Capital Management, LLC ("Boots
Capital"), are deeply concerned about the future of the Company and
believe that shareholders deserve better stewards of their
capital. Crown Castle's Board has not provided meaningful
insights regarding next steps and has shown resistance to engaging
substantively with us. It's finally time to bring this lost decade
to a close, and to take action to restore the value of your
investment.
The facts speak plainly and loudly. Look at the chart below,
which compares Crown Castle Total Shareholder Return (TSR) relative
to the overall market and its two primary tower-company competitors
– American Tower Corp. and SBA Communications Corp. Crown Castle
has performed significantly worse than these direct peers and the
overall market over each of the 10-, 7-, 5-, 3-, 2- and 1-year
periods ending December 31, 2023.
Table 1: Total Shareholder Returns (TSR)1
Actual TSR
Performance
|
1-Year
|
2-Year
|
3-Year
|
5-Year
|
7-year
|
10-Year
|
CCI
|
-10 %
|
-39 %
|
-18 %
|
28 %
|
73 %
|
127 %
|
AMT
|
5 %
|
-22 %
|
4 %
|
53 %
|
139 %
|
234 %
|
SBAC
|
-8 %
|
-33 %
|
-7 %
|
63 %
|
156 %
|
194 %
|
S&P 500
|
24 %
|
0.08 %
|
27 %
|
90 %
|
113 %
|
158 %
|
|
CCI's Relative
TSR
Performance
|
1-Year
|
2-Year
|
3-Year
|
5-Year
|
7-year
|
10-Year
|
AMT
|
-292 %
|
-82 %
|
-542 %
|
-47 %
|
-47 %
|
-46 %
|
SBAC
|
-26 %
|
-19 %
|
-153 %
|
-56 %
|
-53 %
|
-34 %
|
S&P 500
|
-142 %
|
-51,630 %
|
-168 %
|
-69 %
|
-35 %
|
-19 %
|
Unsurprisingly, Crown Castle's TSR has lagged its two tower
peers for the tenures of all of its legacy directors. Once
again, the table below tells the story.
Table 2: Total Shareholder Returns (TSR) of
Directors2
Directors
|
Tenure
|
CCI's Relative
TSR
Performance to
AMT
|
CCI's Relative
TSR
Performance to
SBAC
|
P. Robert Bartolo
(2014)
|
10.2 years
|
-44 %
|
-28 %
|
Cindy Christy
(2007)
|
16.7 years
|
-43 %
|
-53 %
|
Ari Q. Fitzgerald
(2002)
|
21.7 years
|
-35 %
|
-54 %
|
Andrea J. Goldsmith
(2018)
|
6.2 years
|
-56 %
|
-37 %
|
Anthony J. Melone
(2015)
|
8.9 years
|
-46 %
|
-28 %
|
2020 Directors
(including Tammy K. Jones,
Matthew Thornton, III, Kevin A. Stephens)3
|
3.4 years
|
-542 %
|
-153 %
|
Kevin T. Kabat
(2023)
|
0.7 years
|
-36 %
|
-21 %
|
In Crown Castle's own preliminary proxy statement, dated
April 4, 2024, the Board
states "[we] acknowledge that our stockholder returns have
been disappointing and not what we or our investors expect from the
Company." This moment of candor was struck from the Company's
definitive proxy statement filed on April
11, 2024.
A TRACK RECORD OF FAILED STEWARDSHIP, CORPORATE
GOVERNANCE, AND EXECUTION
The decision to file our proxy solicitation was only made after
considering the feedback and views of many large institutional
shareholders. Apart from overwhelming frustration with Crown
Castle's performance, shareholders have expressed uncertainty
regarding the Company's continued stewardship, corporate
governance, and execution. Consider the following areas:
1. Lack of relevant skillsets
Until just a few months ago, not one independent director on the
Board had tower company operating experience. Now, the closest they
come to meeting this criterion is one independent director that
served as CFO of a tower company. Only one independent director has
even been a public-company CEO. And that was for a bank.
The current Board's lack of tower company experience has
exacerbated the impact of its failed management and operational
strategy. It was easy to mask such shortcomings during a period of
low interest rates, as tower companies delivered yield when there
was precious little available to investors. But with rates much
higher, the stresses for REIT management teams are also higher.
Crown Castle still must deliver the dividend checks on time, but it
has less investor rope to allocate capital as poorly as it has. It
needs operators and doers – at both the executive and Board
level – to make Crown Castle a more efficient and valuable
company.
Boots Capital's four nominees bring expertise where Crown
Castle's board is weakest: The tower-industry itself. Our nominees
founded this company and this industry, and have over 50 years of
direct experience in towers.
2. Failure of strategic oversight
Crown Castle's directors have presided over a 12-year
misallocation of approximately $22
billion of investor capital. By the Company's own
numbers, fiber investments have produced cash yield on invested
capital of 7.3%, while its own weighted-average cost of capital is
7.8%.4 The Board spent this money without making
return-on-investment criteria part of how executives were
compensated. The opportunity costs of these decisions are immense:
Today, the Company's shares are worth approximately $41 billion, and according to our work, the value
of the fiber assets has shrunk by approximately $10 billion. Moreover, while Crown Castle was
divesting its international assets, American Tower entered the
international market and has since increased its market cap to
approximately $80 billion, about
twice that of Crown Castle today.
3. Excessive executive turnover and
leadership turmoil
The Board has failed in one of its most essential governance
duties: Overseeing a stable change in important leadership
roles. Since acquiring the fiber assets, more than a dozen senior
executives across the Company's fiber acquisitions have resigned,
and within the last three years the two EVP/COO leading the
Company's tower segment departed. In October
2023, the Company announced the departure of its Chief
Financial Officer followed by the sudden retirement of the
Company's CEO, Jay A. Brown at the
end of 2023. The CFO was re-hired in 2024. Additionally, on
April 11 and in the midst of a proxy
contest, it was announced that the VP of Investor Relations,
Chris Hickman, resigned and took a
job with another tower company. The Board also oversaw the shutdown
of the Company's 1,000+ employee Canonsburg, Pennsylvania campus, only to
reverse its decision less than two months later.
We believe this turmoil has affected overall employee morale and
productivity. We have spoken to more than a dozen current and
former employees who say they have lost faith in the Company.
Signs of operational dysfunction are rife: Most recently, the
Company took the extreme decision of taking to trial one of its
most important customers – Dish Wireless – over how Dish
allegedly made use of three extra feet of space on
tower sites. The final insult came when the jury found against
Crown Castle.
Given the high turnover and long-standing instability, the
appointment of Stephen Moskowitz as
full-time CEO marks a step in the right direction. However, Mr.
Moskowitz's presence alone is not enough to overcome the issues
facing Crown Castle, as demonstrated by the fact that the Company
continues to pay both the prior CEO and prior interim CEO as
consultants. And on its April 17
earnings call, it cited "consultants" – not the Board – as
identifying potential operational improvements to fiber. Notably,
there was no mention of identifying such potential operational
improvements to the tower sector. We believe our team's experience
and plan are the missing pieces, without which Mr. Moskowitz is not
set up for success at this pivotal inflection point.
4. Lack of accountability
There is inadequate accountability for directors on the Crown
Castle Board, most notably those who have presided over a
decade-plus of miserable performance by the Company, its
investments, and its stock price. This same Board rewarded its two
most recent CEOs, W. Benjamin
Moreland and Jay Brown, total
compensation of $76.7 million and
$101.2 million5 during
their respective senior-management tenures with no return on
capital performance thresholds.
In connection with Elliott's first campaign in 2020, the Company
appointed three new directors while facing pressure to institute
ROIC-pegged compensation and a strategic review of fiber –
neither of those things happened. The Company's performance
continued to deteriorate, as demonstrated by the Company's TSR
since then – negative 542% compared to AMT and negative 153%
compared to SBAC. Nonetheless, these directors, as well as many of
the directors that oversaw a decade-plus of value destruction,
remain on the Board today.
These are symptoms of an entitled and unaccountable culture. We
thus believe it is time to replace three of the Company's longest
serving directors – Ari Fitzgerald,
21+ years; Cindy Christy, 16+ years;
and P. Robert Bartolo, 10+ years –
as these "Legacy Directors" have demonstrated they cannot be
trusted to drive the Company forward in the best interest of all
shareholders. Further, we think it is in the best interest of
shareholders to replace Kevin T.
Kabat with a member of the Boots team who brings far greater
and more relevant tower company operating experience. Mr. Kabat
served as the CEO of a bank. We have two nominees on the Boots
team, one of whom served as the Founder and CEO of a public
tower company and the other served as the Founder and CEO of
a notable private tower company. The remaining Board
directors along with our nominees will create the accountability
this Board has needed for the last decade.
5. Entrenchment
The incumbent Board has not observed basic shareholder
protections. In December 2023, to
ward off a second potential proxy fight from Elliott, the Board
hastily agreed in three weeks to an entrenching "cooperation
agreement" in which the directors handed over essential shareholder
rights, including fixing the size of the Board, in exchange for
Elliott supporting the Company's directors at the annual meeting.
Shortly after we challenged this deal in Delaware court, the Company and Elliott
twice amended and eliminated certain provisions of the
cooperation agreement, after the Delaware Chancery Court suggested they may be
coercive to shareholders' rights.
Entering into this agreement with Elliott – prior to the
Company's window for other shareholders to submit nominations –
calls into question whether the Board puts the security of its
seats ahead of its responsibility to shareholders.
The closing stock price of Crown Castle on December 19, 2023, the day the Company entered
into the cooperation agreement with Elliott, was $113.99. The closing stock price on April 19, 2023, was down to $95.20.
6. Refusing to engage constructively to
resolve the proxy contest
While and after presenting our proposal to the Board and its
advisors, we received limited questions, mostly from the Company's
advisors. Since that time, the Board has failed to meaningfully
engage with us, and has not requested to review the diligence
materials that informed our plan, including the sale of fiber and
potential tax benefits.
Furthermore, after we made our initial nomination submissions on
a confidential basis to the Board, the Board interviewed each of
our nominees. We believe that these interviews were effectively a
pretense. They were structured as two 30-minute interviews of
two nominees at the same time. Their conclusion to reject all of
our nominees on the basis of lack of "expertise and experience" did
not seem like a good faith judgment, given the unrivaled tower
industry backgrounds of our nominees.
Then, in a March 8 hearing, the
Delaware Chancery Court requested
Crown Castle's Board give notice to Boots if there were to be any
major corporate developments6. We believe
shareholders would find this to be highly important information,
but the Company never disclosed it. Crown Castle has still never
informed shareholders of the court's direction, nor did it respect
the Chancery Court's instruction in our view when expanding the
Board to 13 members later in April, during the critical,
late-stages of a proxy contest.
The Board's lack of disclosure and entrenchment behavior carried
through to the supposed "fresh look" review period offered to the
Boots nominees by Crown Castle's Board pursuant to the ongoing
litigation. In mid-March, Mr. Miller flew to meet Board chairman
Rob Bartolo at a Peet's Coffee shop
near Mr. Bartolo's home. There, Mr. Miller proposed significant
concessions to end the proxy fight, including eliminating Executive
Chairman from our proposal. Notably, the Company continued to
highlight this point in its latest press release, with full
knowledge that we have revised our proposal.
However, it soon became clear that the Board was not interested
in engaging in good faith: On March
24, Mr. Bartolo sent Mr. Miller an email at 11:49 pm agreeing to schedule another meeting.
Before the sun had even risen in Houston the following morning, Crown Castle
had filed its preliminary proxy that heavily criticized Boots,
retained its original recommendation against our nominees, and
incorrectly questioned our recital of the facts. It appears that
the Company never disclosed the notice obligation or the "fresh
look" because it never intended to comply with either.
7. False Statements about the Boots
Proposal
Even though the Board has not engaged with us to review the
diligence materials underlying our proposal, the Company recently
issued a press release questioning two components of our plan 1)
the number of buyers and financing sources who took part in our
process and 2) the legitimacy of possible tax benefits we have
highlighted.
There are 25 prospective buyers and financing sources who signed
our NDA. This includes 3 strategic acquirors, 14
infrastructure/private equity firms and 8 financing sources. These
buyers and financing sources represent blue chip, highly qualified
market participants capable of executing a $10+ billion carve-out
transaction. We told this to the Board directly in our meeting.
These entities are not precluded from working with the Company.
They are precluded from disclosing the nature of their relationship
with Boots. Therefore, the Company is in no position to
allege that these buyers and financing sources have
not reached out to them as a result of these restrictions.
Moreover, it is plausible that these parties have not reached out
to the Company because they do not believe in the existing Board's
conviction or ability to execute a fiber sale. This consideration
is likely a component of what led these buyers and financing
sources to engage with us and not the Company in the first place.
We have offered to sign a separate NDA with the Company so we could
begin the process of gaining the relevant permissions in order for
us to share all of this information with the Board. But the
Company has refused to take this step.
As with any large transaction, developing an effective tax
strategy is complicated, but crucial to obtaining the best possible
outcome. We have extensively analyzed the proposed transaction and
developed various alternatives to address the significant tax
issues the Company will face upon a sale of the fiber business. We
presented the results of our work to the Board, yet the Board had
very few questions about the tax considerations of our plan or
about the contents of our plan generally. The Company's overly
simplistic response that "Crown Castle, being a REIT, is exempt
from paying taxes as long as it distributes its taxable income to
shareholders each year" demonstrates a lack of care and
determination on the part of the Board.
Reflexively falling back upon the ability to make extraordinary
distributions to shareholders (which are fully taxable to them)
rather than developing viable strategies that allow proceeds to be
used to repay debt, fund stock repurchases and/or reinvest in the
Company's core business (without tax to either the Company or its
shareholders) certainly does not reflect how other publicly traded
REITs (or any well-managed businesses) operate. Boots has
identified a number of alternative approaches to manage the taxable
income associated with a sale of the fiber business and has offered
on more than one occasion to discuss those strategies. Those
alternative strategies are not limited to a transaction that closes
in 2024 and Boots has never recommended moving forward with
"reckless urgency" as the Company alleges; instead,
Boots has developed a number of alternatives that allow the Company
to move forward with appropriate urgency.
Our philosophy has been to engage however we can to help the
Company. That is why we had our tax advisors in attendance during
our January 30 meeting with the
Board, subsequently offered to facilitate a meeting between the
Company's tax advisors and our tax advisors and offered to share
the full extent of our findings pursuant to a confidentiality
agreement between the parties. A response to this request never
came. The facts show this Board would rather ignore a significant
value opportunity for the Company and issue press releases
inaccurately calling our analysis into question.
BOOTS CAPITAL'S NOMINEES HAVE A CLEAR,
DETAILED, AND ACTIONABLE PLAN TO TURN CROWN CASTLE'S
BUSINESS AROUND
The Boots nominees have been analyzing and preparing a plan for
Crown Castle since August 2023. We
reached out directly to Crown Castle management five times before
we even received a response. And to this day, the Company has
willfully ignored our offer to share months of detailed analysis
around fiber divestment, likely buyers, and resetting the Company's
overall capital expenditure profile.
In short, the Board has not put forth a comprehensive plan, and
yet it remains arrogant enough to publicly criticize our plan while
privately refusing to engage with our materials in earnest, such
that it could act with an informed opinion.
The fiber review committee has been in place since December, yet
no comprehensive plan has been put forward for shareholders. Even
after producing its definitive proxy statement, Crown Castle has
left shareholders with open questions as to the future of the fiber
asset. Part of what we originally proposed was to contribute our
work to the Company to speed up its review. Instead, we have been
rebuffed and shareholders have paid the price.
In fact, the Company's recent disclosures proudly boast of the
financial analysis conducted by its advisors – the same work we
completed, aided by a major, internationally recognized consulting
firm, and offered to share with the Company four months ago.
We have spent considerable resources over the last eight months
to build a detailed, comprehensive strategic plan to solve Crown
Castle's crisis. Our strategic plan to enhance shareholder value
and improve operations has three core tenets:
- Accelerate the Sale of Crown Castle's Fiber
Business: We go only where the facts take us and what
shareholders have indicated they would like to see happen. And
right now, the facts show that a separation of Crown Castle's fiber
unit – including its small cells assets – is essential for our
intended value-creating path. These business lines are projected by
the Company to chew through an additional $1.4 billion in capital in 2024. If historical
performance is any indicator, this CapEx will also struggle to
exceed the Company's cost of capital.
Putting these businesses in the right hands allows Crown Castle to
be a pure-play tower company whose comparable peers trade for 25
times EBITDA, compared to the Company's current multiple of 18
times. Rather than heed this urgent and justifiable warning, the
Board has instead decided to gamble with even more
shareholder chips by delaying and criticizing our plan instead of
taking action. Two investment banks are now performing their costly
and redundant work rather than leveraging the work we had already
done. All the while, time is of the essence.
- Reboot Crown Castle as a Pure-Play Tower
Company: The Company needs well-rounded knowledgeable
industry veterans who not only understand operations and finance
but have the ability to be strategic and innovative. It's time to
get back to basics and run the Company with a real entrepreneurial
and operational mindset.
That means becoming more efficient and aligning the ratio of
employees to towers to meet or exceed industry benchmarks. It also
means utilizing new technologies to digitize the asset base and
automate workflows so that the same information is being shared
across the enterprise requiring fewer resources and saving time and
money. And it means rewriting incentive plans – as Mr. Miller did
at Crown Castle and as Chairman of the Compensation Committee at
publicly-traded Affiliated Computer Services Inc. to provide clear
goals and rewards.
- Revamp and Stabilize Crown Castle
Leadership: Adding our nominees fills the Board's current
void of industry-specific experience, and further imbues it with
energy, accountability and entrepreneurship. We seek to end the
'brain drain' of executive departures and improve employee morale
(just read one employee website –
www.thelayoff.com/crown-castle-international -- to get a flavor for
the decay of culture and morale). Our nominees have the necessary
industry connections to help support and fill key positions at the
Company as needed to kick-start the rebuild of the Company and its
culture.
The Company will argue that there have already been recent
changes to the Crown Castle Board. But what is needed is not just
new Board members – the Company needs the right Board members with
the deep experience to fix both Crown Castle and the issues it
faces.
BOOTS CAPITAL'S NOMINEES HAVE DEEP
TOWERS EXPERIENCE, ENTREPRENEURIAL ENERGY, AND LEADERSHIP
CREDIBILITY NECESSARY TO REBOOT CROWN CASTLE
Our nominees have over 50 combined years of leadership in the
towers space.
For more information about our nominees' experience and
credentials, please visit www.RebootCrownCastle.com.
Our nominees have the experience, knowledge, and credible
plan to change this Company for the better following a decade of
marked underperformance with no accountability from leadership. Now
is the moment to have your voice heard and to protect your
investment.
WE URGE YOU TO VOTE "FOR" ON THE
GOLD PROXY CARD TODAY IN SUPPORT OF OUR FOUR
HIGHLY-QUALIFIED NOMINEES
We are asking for your support to help us create long-term,
sustainable value at Crown Castle. We urge you to protect the value
of your investment and vote the GOLD proxy card today.
With your vote, we will be one step closer to ensuring Crown Castle
is on a better path to creating lasting shareholder value.
Please vote "FOR" Boots Capital's Nominees on the
GOLD proxy card TODAY.
You can vote by Internet or by signing and dating
the enclosed GOLD proxy card
or GOLD voting instruction form and mailing it in the
postage paid envelope provided. We urge you NOT to vote using any
white proxy card or voting instruction form you receive from Crown
Castle. Please discard the white proxy card.
If you have any questions about how to vote your shares, please
contact our proxy solicitor, Morrow Sodali, by telephone
1-800-662-5200 or 203-658-9400 or email at
Boots@info.morrowsodali.com.
We thank you for your support.
Sincerely,
Ted
Miller
Chuck
Green
David
Wheeler
Tripp Rice
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
The participants in the proxy solicitation are Boots Parallel 1,
LP, Boots, LP, Boots Capital Management, LLC ("Boots Capital"),
Boots GP, LLC, 4M Management
Partners, LLC, 4M Investments, LLC,
WRCB, L.P., 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 Capital and the other Participants have filed a definitive
proxy statement and accompanying GOLD proxy card (the "Definitive
Proxy Statement") with the Securities and Exchange Commission (the
"SEC") on April 22, 2024 to be used
to solicit proxies for, among other matters, the election of its
slate of director nominees at the 2024 annual meeting of
stockholders of Crown Castle Inc., a Delaware corporation ("Crown Castle" or the
"Corporation").
IMPORTANT INFORMATION AND WHERE TO FIND IT
BOOTS CAPITAL STRONGLY ADVISES ALL STOCKHOLDERS OF CROWN CASTLE
TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR
SUPPLEMENTS TO SUCH DEFINITIVE PROXY STATEMENT, AND OTHER PROXY
MATERIALS FILED BY BOOTS CAPITAL AS THEY CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE
SEC'S WEBSITE AT WWW.SEC.GOV AND AT BOOTS CAPITAL'S WEBSITE AT
WWW.REBOOTCROWNCASTLE.COM. HE DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE
CORPORATION'S STOCKHOLDERS. STOCKHOLDERS MAY ALSO DIRECT 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).
Information about the Participants and a description of their
direct or indirect interests by security holdings or otherwise can
be found in the Definitive Proxy Statement.
_____________________
|
1 As
used throughout, "direct peers" refers
to AMT and SBAC, identified by the
Company as competitors in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2023, filed with the SEC on February
23, 2024. S&P 500 refers to the S&P 500 Index (SPX-SPX).
Source: FactSet. Data as of December 31, 2023.
|
2
Source: FactSet. Data as of December 31, 2023, and beginning on the
day the respective director joined the Board, unless otherwise
stated.
|
3
Source: FactSet. Tammy K. Jones and Matthew Thornton, III joined
the Board on November 6, 2020. Kevin A Stephens joined the Board on
December 1, 2020. Data for the 2020 directors are as of December
31, 2023, and beginning on December 31, 2020.
|
4
Source for weighted-average cost of capital: FactSet.
|
5
Source: CCI Proxy Statements.
|
6 See
Transcript of Oral Argument at 91:15-24, 92:1, Delaware Action
(Mar. 8, 2024). (". . . what I don't want to have happen is to have
something unfixable or unalterable suddenly being announced as an
after-the-fact thing, without the plaintiff having at least some
notice – and my instinct would be five business days – so that if
[Plaintiffs] believe that there is some reason why this would
dramatically upset the status quo and later the proxy contest and
could be viewed as some form of interference with voting rights in
its own right, that they would have an opportunity to come and
challenge it.")
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