Crown Castle International Announces Consideration to Be Paid in Connection With Tender Offers and Consent Solicitations for Its 10 3/4% Senior Notes, 9 3/8% Senior Notes, 7.5% Senior Notes and 7.5% Series B Senior Notes

May 31, 2005 at 8:21 PM EDT

HOUSTON, May 31, 2005 /PRNewswire-FirstCall via COMTEX/ -- Crown Castle International Corp. (NYSE: CCI) announced today that it has determined the consideration to be paid in connection with its cash tender offers and consent solicitations relating to its outstanding 10 3/4% Senior Notes due 2011 (CUSIP No. 228227AJ3) (the "10 3/4% Notes"), 9 3/8% Senior Notes due 2011 (CUSIP No. 228227AS3) (the "9 3/8% Notes"), 7.5% Senior Notes due 2013 (CUSIP No. 228227AW4) (the "7.5% Notes") and 7.5% Series B Senior Notes due 2013 (CUSIP No. 228227AY0) (the "7.5% Series B Notes" and, together with the 10 3/4% Notes, 9 3/8% Notes and 7.5% Notes, the "Notes"). The tender offers and consent solicitations are subject to the terms and conditions set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated May 17, 2005.

Holders of Notes who have properly tendered on or prior to 5:00 p.m. (EDT) on May 31, 2005 (such time and date, the "Consent Date") will receive the applicable tender offer consideration described below, a consent payment of $40.00 per $1,000 principal amount of Notes tendered and any accrued and unpaid interest to (but not including) the Initial Optional Early Payment Date (as defined below), which the Company currently expects will occur on or about June 8, 2005. Holders of Notes who properly tender after the Consent Date and prior to midnight (EDT) on June 14, 2005 (the "Expiration Date") will receive the applicable tender offer consideration described below and any accrued and unpaid interest to (but not including) the date on which payment is made for the Notes so tendered.

The consideration for each $1,000 principal amount of Notes tendered was determined today, the eleventh business day before the Expiration Date (the "Price Determination Date"). At any time after the Consent Date and prior to the Expiration Date (such time, the "Initial Optional Early Acceptance Date"), Crown Castle may elect to accept for payment all Notes of a series tendered on or prior to such Initial Optional Early Acceptance Date. Payment for all Notes so accepted will be made promptly thereafter (the "Initial Optional Early Payment Date"). Concurrent with an Initial Optional Early Acceptance Date, Crown Castle will waive all conditions to the tender offer applicable to the series of Notes so accepted and Notes of such series tendered after the Initial Optional Early Acceptance Date and before the Expiration Date will be accepted for payment on each business day during such period for prompt settlement.

The tender offer consideration for each series of Notes tendered and accepted for payment is as follows: $1,024.22 for each $1,000 principal amount of 10 3/4% Notes; $1,064.80 for each $1,000 principal amount of 9 3/8% Notes; $1,098.56 for each $1,000 principal amount of 7.5% Notes; and $1,098.56 for each $1,000 principal amount of 7.5% Series B Notes. The tender offer consideration for each $1,000 principal amount of Notes of a series tendered is an amount equal to (i) the sum of the present values as of June 8, 2005, of (A) the redemption price applicable to such series of Notes (as set forth in the table below) on the earliest date on which Notes of such series may be redeemed (as set forth in the table below) and (B) the interest that would accrue on the applicable series of Notes so tendered from (but not including) the most recent payment of interest up to (but not including) the earliest redemption date, in each case determined on the basis of a yield from June 8, 2005 to the earliest redemption date equal to the sum of (x) the yield to maturity on the reference security applicable to such series of Notes (as set forth in the table below) as of the Price Determination Date, and (y) 50 basis points, minus (ii) interest from the most recent payment of interest preceding the Initial Optional Early Payment Date to (but not including) such date, minus (iii) a consent payment of $40.00.

Redemption   Earliest
     Notes             Price        Redemption Date    Reference Security
     10 3/4% Notes     $1,053.75    August 1, 2005     1 1/2% U.S. Treasury
                                                       Note due July 31, 2005
     9 3/8% Notes      $1,046.88    August 1, 2006     2 3/4% U.S. Treasury
                                                       Note due July 31, 2006
     7.5% Notes        $1,037.50    December 1, 2008   3 3/8% U.S. Treasury
                                                       Note due November 15,
                                                       2008
     7.5% Series       $1,037.50    December 1, 2008   3 3/8% U.S. Treasury
         B Notes                                       Note due November 15,
                                                       2008

Morgan Stanley is acting as the Dealer Manager and Solicitation Agent for the tender offers and consent solicitations. Requests for documents may be directed to MacKenzie Partners, Inc., the Information Agent, by telephone at (800) 322-2885 (toll-free) or (212) 929-5500 (collect), or in writing at 105 Madison Avenue, New York, NY 10016, Attention: Kevin Auten. Questions regarding the tender offers or consent solicitations may be directed to Morgan Stanley at (800) 624-1808 (toll-free) or (212) 761-1864 (collect), or in writing at 1585 Broadway, New York, NY 10036, Attention: Arthur Rubin.

This press release is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to the Notes. The tender offers and consent solicitations are being made only in reference to the Offer to Purchase and Consent Solicitation Statement and related Consent and Letter of Transmittal dated May 17, 2005.

This press release contains forward-looking statements that are based on our management's current expectations. Such statements include, but are not limited to, plans, projections and estimates regarding the terms of the tender offers and consent solicitations relating to each series of Notes. 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. More information about potential risk factors which could affect our results is included in our filings with the Securities and Exchange Commission.

Crown Castle International Corp. engineers, deploys, owns and operates technologically advanced shared wireless infrastructure, including extensive networks of towers. Crown Castle offers significant wireless communications coverage to 68 of the top 100 United States markets and to substantially all of the Australian population. Crown Castle owns, operates and manages over 10,600 and over 1,300 wireless communication sites in the U.S. and Australia, respectively. For more information on Crown Castle visit: http://www.crowncastle.com

Contacts:  W. Benjamin Moreland, CFO
                Jay Brown, Treasurer
                Crown Castle International Corp.
                713-570-3000

SOURCE Crown Castle International Corp.

W. Benjamin Moreland, CFO, or Jay Brown, Treasurer, both of Crown Castle
International Corp., +1-713-570-3000
http://www.prnewswire.com

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