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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/05/23 Crown Castle Inc. 8-K:1,8,9 12/04/23 13:368K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 26K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 165K 3: EX-99.1 Miscellaneous Exhibit HTML 12K 4: EX-99.2 Miscellaneous Exhibit HTML 12K 8: R1 Document and Entity Information HTML 46K 11: XML IDEA XML File -- Filing Summary XML 12K 9: XML XBRL Instance -- d631885d8k_htm XML 14K 10: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 6: EX-101.LAB XBRL Labels -- cci-20231204_lab XML 53K 7: EX-101.PRE XBRL Presentations -- cci-20231204_pre XML 34K 5: EX-101.SCH XBRL Schema -- cci-20231204 XSD 12K 12: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 13: ZIP XBRL Zipped Folder -- 0001193125-23-289167-xbrl Zip 57K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): i December 4, 2023
i Crown Castle Inc.
(Exact name of registrant as specified in its charter)
i Delaware | i 001-16441 | i 76-0470458 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 8020 Katy Freeway, i Houston, i Texas i 77024
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: i (713) i 570-3000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange | ||
i Common Stock, $0.01 par value | i CCI | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 4, 2023, Crown Castle Inc. (“Company”) entered into an underwriting agreement (“Underwriting Agreement”) with J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as Representatives for the several Underwriters (“Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $750,000,000 aggregate principal amount of the Company’s 5.600% Senior Notes due 2029 and $750,000,000 aggregate principal amount of the Company’s 5.800% Senior Notes due 2034 in a registered public offering (“Offering”) pursuant to the Company’s shelf registration statement on Form S-3 (Registration File No. 333-254500). The Company intends to use the net proceeds of the Offering to repay a portion of the outstanding indebtedness under its commercial paper program and pay related fees and expenses.
For a complete description of the terms and conditions of the Underwriting Agreement, please refer to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.
ITEM 8.01 - OTHER EVENTS
On December 4, 2023, the Company issued a press release announcing the commencement of the Offering. The Company’s press release is filed as Exhibit 99.1 hereto, and is incorporated herein by reference.
On December 4, 2023, the Company issued a press release announcing the pricing of the Offering. The Company’s press release is filed as Exhibit 99.2 hereto, and is incorporated herein by reference.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. |
Description | |
1.1 | Underwriting Agreement, dated December 4, 2023, among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as Representatives for the several Underwriters | |
99.1 | Press Release, dated December 4, 2023 | |
99.2 | Press Release, dated December 4, 2023 | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
Cautionary Language Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are based on current expectations of management of the Company. Such statements include plans, projections and estimates regarding the Offering, including the net proceeds therefrom and the use of such proceeds. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CROWN CASTLE INC. | ||
By: | ||
Name: | Edward B. Adams, Jr. | |
Title: | Executive Vice President and General Counsel |
Date: December 5, 2023
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 12/5/23 | 424B2, FWP | ||
For Period end: | 12/4/23 | 424B5, FWP | ||
List all Filings |