Crown Castle and France Telecom Agree on Plan for France Telecom to Sell Its Interest in Crown Castle
In connection with the undertakings, Crown Castle and France Telecom have agreed on a joint approach to the orderly disposition of France Telecom's interest in Crown Castle. Under this approach, it is contemplated that France Telecom will sell approximately 22.0 million shares of Crown Castle common stock in an underwritten, registered public offering. Crown Castle may also offer to the public up to 3.5 million shares of common stock in connection with such underwritten offering. When the offering is consummated, France Telecom will relinquish its remaining governance rights under the governance agreement and the shareholder agreements. Crown Castle and France Telecom currently expect to proceed with the offering as soon as reasonably practicable.
In accordance with the joint approach, all of France Telecoms remaining interests in Crown Castle following the offering will be converted into Crown Castle common stock and France Telecom will sell its remaining interests in Crown Castle to one or more financial institutions, who will be required to agree to hold these shares (expected to be up to approximately 20 million shares of common stock) for a one year lock-up period. The financial institutions will be required to vote their shares on any matter submitted to Crown Castle's shareholders in the same proportion as the votes cast with respect to all other outstanding shares of Crown Castle common stock. After the lock-up period, the financial institutions will have the right to sell the remaining shares, including in a registered offering. After two years, Crown Castle will have the right to require the financial institutions to sell the remaining shares.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE. A REGISTRATION STATEMENT RELATING TO THE FOREGOING HAS NOT YET BEEN FILED. ANY OFFER, IF AT ALL, WILL BE MADE ONLY BY MEANS OF A PROSPECTUS FORMING A PART OF SUCH REGISTRATION STATEMENT WHEN FILED.
This press release contains forward-looking statements and information that are based on management's belief as well as assumptions made by and information currently available to management. Although Crown Castle believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential factors, which could affect the company's financial results, is included in the Risk Factors sections of the company's filings with the Securities and Exchange Commission. The company assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts:
FOR: CROWN CASTLE INTERNATIONAL
W. Benjamin Moreland, CFO
Crown Castle International
713-570-3000
Ken Dennard, Easterly Investor Relations
kdennard@easterly.com
713-529-6600
FOR: FRANCE TELECOM
Nilou Ducastel, Press Office
nilou.ducastel@francetelecom.fr
+33 1 44 44 93 93
Jean-Claude Grynberg, Investor Relations
Jclaude.grynberg@francetelecom.fr
+33 1 44 44 05 49