Crown Castle tenders for 9% and 9½% notes

New York, Dec. 5 - Crown Castle International Corp. (B3/B-) said that it has begun cash tender offers and consent solicitations for all of its outstanding 9% senior notes due 2011 and 9½% senior notes due 2011 and is also seeking the consent of the noteholders for indenture changes in the notes' respective indentures.

It set a 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, with both deadlines 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2011, scheduled to expire on Dec. 23), said that any 9% notes and 9½% notes tendered before the consent deadline my be withdrawn before that deadline but not afterwards, while 9% and 9½% notes tendered after the consent deadline may not be withdrawn.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 for the notes 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.

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 closing of each tender offer is 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 is scheduled for Dec. 11, and the receipt of the required consents from holders to amend the Indentures o0f 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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