Boots is Committed to Working Collaboratively
with Board and New CEO
Crown Castle Board Has Presided Over the
Misallocation of $22 Billion of
Shareholder Capital; Total Shareholder Return Has Suffered Because
of Poor Decisions and Poor Leadership
Leading Independent Proxy Advisor Glass Lewis
Agrees Crown Castle is a "Chronic Underperformer" and Recommends
Shareholders Replace Long-Tenured Incumbent Directors Cindy Christy and Ari
Fitzgerald "who [Glass Lewis] believe[s] bear the
responsibility for overseeing the Company's extended period of
underperformance and concerning governance missteps"
Boots 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
HOUSTON, May 16, 2024
/PRNewswire/ -- Boots Capital Management, LLC ("Boots Capital"), an
investment vehicle led by Ted B.
Miller, co-founder and former Chief Executive Officer of
Crown Castle Inc., (NYSE: CCI) ("Crown Castle" or the "Company"),
today issued the following statement:
Your Vote Matters No Matter How Many Shares You
Own. Crown Castle's Annual Meeting is taking place next
Wednesday, May 22. Time is running
out to vote "FOR" Boots Capital's four director
nominees on the GOLD proxy card to support change at Crown
Castle.
The following facts are indisputable:
- For over a decade, Crown Castle's Board of Directors (the
"Board") has consistently made poor, value-destructive decisions
that have caused Crown Castle's total shareholder Return (TSR) to
substantially lag behind its primary tower-company competitors, the
benchmark REIT Index, and the S&P 500 Index.
- The Board has spent more than $22
billion on fiber assets currently worth approximately
$12.5 billion1 that have
never earned back their cost of capital. Worse, the Board plans to
spend another $1.4 billion on fiber
in 2024.
- Despite two attempts over four years to refresh the Board,
Crown Castle -- a tower company -- does not have a single
independent director with tower-company operating experience. Since
the first attempted refresh, CCI's TSR performance relative to its
direct peers, American Tower (AMT) and SBA Communications (SBAC),
is -542% and -153%, respectively.
- In an effort to engage constructively, Boots Capital has twice
attempted to settle with the Company and has been dismissed out of
hand.
LEADING INDEPENDENT PROXY ADVISORY FIRM, GLASS
LEWIS, SAID IT BEST* WHEN IT RECOMMENDED FOR BOOTS NOMINEES TED
MILLER AND CHUCK GREEN
Re: Tower Industry Expertise That Gets
Results:
- "In their place, we believe shareholders should support the
election of Dissident Nominees Miller and Green, both of whom are
former executives of the Company and appear to us to have extensive
operational and execution experience in the tower industry."
- "In our view, Messrs. Miller and Green have been deeply
enmeshed in the tower industry throughout their careers, and we
believe this experience could be particularly beneficial to the
Company at a time when the prevailing market view is that the
Company should look to move away from its fiber business and focus
more on its tower business."
Re: Directly Improving Boardroom Dynamics:
- "We also believe that having two of the Dissident Nominees
replace two of the Management Nominees strikes an appropriate
balance of adding prominent voices to the board with compelling
expertise in the tower industry, while at the same time avoiding
excessive disruption to the board as it proceeds with its strategic
review and brings a new CEO into the mix."
- "We believe Mr. Miller's history and experience on the Airgas
board serves as a compelling counterargument to the board's
contention that Mr. Miller is self-interested."
- "Shareholders should also consider that Elliott holds
significant equity positions in other fiber companies…we believe
the foregoing equity positions of Elliott could raise speculation
and questions regarding Elliott's underlying motivations for
obtaining board representation at the Company."
- The actions could also raise questions about "whether Elliott
might eventually push for a combination of the Company's fiber
business… (and the resulting implications such a scenario would
have on [Elliott director Jason]
Genrich's independence on the Company board)."
BOOTS CAPITAL'S NOMINEES PROVIDE EXPERTISE,
EXPERIENCE AND A COLLABORATIVE APPROACH TO ASSIST CROWN CASTLE'S
BOARD AND NEW CEO IN RESTORING THE COMPANY TO PROMINENCE
Crown Castle is in dire need of a lifeline. Crown
Castle shareholders should not expect meaningful change from a
'refreshed' Board that has failed to deliver on its promises for
years.
VOTE ON THE GOLD PROXY CARD
TODAY "FOR" BOOTS CAPITAL'S NOMINEES TED B. MILLER,
CHARLES C. GREEN, DAVID P. WHEELER, AND TRIPP H. RICE AND
"WITHHOLD" ON ALL CROWN CASTLE NOMINEES
Shareholders must act decisively if they wish to safeguard their
investment. EVERY VOTE MATTERS NO MATTER HOW MANY SHARES YOU
OWN. We urge shareholders to protect the value of their
investment by voting for our nominees using the GOLD proxy
card no later than May 21, 2024, at
11:59pm ET.
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.
For more information, including voting instructions, visit our
website www.RebootCrownCastle.com.
*Boots Capital has neither sought nor obtained consent from
Glass Lewis to use previously published information or quotations
in this press release.
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. THE 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 Based on Boots Capital's diligence and
analysis.
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SOURCE Boots Capital Management, LLC