Crown Castle gets consents for 9% and 9½% notes

New York, Dec. 22 - Crown Castle International Corp. (B3/B-) said it received the necessary consents to proposed indenture amendments from the holders of its outstanding 9% senior notes due 2011 and 9½% senior notes due 2011, as part of its previously announced cash tender offers and consent solicitations for all of those notes.

The consent solicitations for the notes expired as scheduled at 5 p.m. ET on Dec. 19 without extension, and all tenders and consents delivered prior to that time have become irrevocable. As of the consent deadline, $132 million, or 81.6%, of the outstanding principal amount of the 9% notes, and $97.5 million, or 85.4%, of the outstanding principal amount of the 9½% notes had been tendered and not subsequently revoked or withdrawn. Holders who thus tendered their notes by the deadline will receive a consent payment as part of their total consideration, as previously outlined.

Crown Castle said it intends to enter into a supplemental indenture for each series of notes incorporating the proposed amendments, which will not become effective unless and until the notes are accepted for payment under terms of the respective tender offers, which now continue and are scheduled to expire on Jan. 6, subject to possible extension. Once the proposed amendments become effective, the holders of all the senior notes then still outstanding will be bound by them.

As previously announced, Crown Castle, a Houston-based communications antenna tower owner and operator, said on Dec. 5 that it had begun cash tender offers and consent solicitations for all of its outstanding 9% and 9½% notes due 2011, and was also seeking the consent of the noteholders for indenture changes in the notes' respective indentures.

It set a now-expired consent deadline of 5 p.m. ET on Dec. 19, and said the tender offer would expire at 5 p.m. ET on Jan. 6, subject to possible extension.

Crown Castle, a Houston based communications antenna tower owner (which is currently in the midst of a separate tender offer and consent solicitation for its 10 3/8% senior discount notes due 2011 and 11¼% senior discount notes due 2011, scheduled to expire on Dec. 23), said that any 9% notes and 9½% notes tendered before the consent deadline could be withdrawn at any before that deadline, but not afterwards, while 9% and 9½% notes tendered after the consent deadline may not be withdrawn.

The company said that it would set the consideration it is offering to the 9% and 9½% noteholders on the third business day before the tender offer expiration (which currently would be Dec. 31), using a formula based on a 50-basis point fixed spread over the yield to maturity on the pricing date of the respective reference securities - for the 9% notes, the 3¼% U.S. Treasury note due May 31, 2004, while for the 9½% notes, the 7¼% U.S. Treasury note due Aug. 15, 2004. Total consideration will include a $20 per $1,000 principal amount consent payment for those holders tendering their notes (and thus consenting to the proposed indenture changes) by the consent deadline, while holders tendering notes after the consent deadline will not be eligible to receive the consent payment. All tendering holders will receive accrued and unpaid interest up to, but not including, the payment date as part of their tender offer or total consideration.

The company is soliciting consents from the noteholders to indenture amendments that would eliminate substantially all of the restrictive covenants and certain events of default under the respective Indentures, and to make certain other amendments to the indentures. Holders cannot consent to the indenture changes without also tendering their notes and cannot tender their notes without also consenting to the amendments.

The company said the closing of each tender offer would be subject to certain conditions, including the closing by Crown Castle of its $300 million Dec. 4 offering of 7½% series B senior notes due 2013, which took place Dec. 11, and the now-fulfilled requirement of receipt of the required consents from holders to amend the Indentures of the respective series of notes.

Morgan Stanley is the dealer manager and solicitation agent (call Gordon Parker at 800 624-1808 or collect at 212 761-1897). MacKenzie Partners, Inc. is the information agent (contact Steven C. Balet at 800- 322-2885 or collect at 212 929-5500).

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