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Cautionary Language Regarding Forward-Looking Statements - page 6 / 28





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On the transaction details, just some of the details as John was mentioning. It's a stock exchange of 1.61 shares, Crown Castle shares, for every share of Global Signal, with an option for a shareholder of Global Signal to elect cash of $55.95, subject to a limitation, a cap, of $550 million or approximately 14% of the total consideration that could be taken up by Global Signal shareholders.

If you look at governance, we are very pleased to expand the Board by three members to include Wes Edens from Fortress, Bob Niehaus of Greenhill and David Abrams of Abrams Capital who will be joining our Board, and we are very excited to be the stewards ongoing of their investment, their very successful investment in the tower business.

We do anticipate post-closing to enter into a marketed secondary offering of approximately $600 million within 90 days after closing. Even post that liquidity event, Fortress will own the largest position in this company, approximately 10% of the company going forward, give or take, depending upon how the $550 million gets taken up on the cash election. And, again, we're very excited to have them as a very vital contributor to this company and the Board going forward.

These three large shareholders of Global Signal have entered into a voting agreement where they've agreed to vote for the transaction to the extent of 40% of the outstanding shares. There is a breakup fee of 3.5% or approximately $140 million, representing 3.5% of Global Signal's equity market value. Again, we expect the closing of the transaction to be in early 2007.

As John mentioned, pro forma for the transaction and assuming that the cash election is fully subscribed, Crown shareholders will own approximately 68% of the company going forward.

The financial highlights, and there are many but they are also quite simple as I was alluding to: First of all, this transaction is about growth, and when we think about that, it's growth against an attractive relative share price and purchase price, in our view. We have stayed very consistent in our theme of taking actions which we believe maximize the long term recurring cash flow per share. You've observed over time how we've bought in approximately 30% of our company over time because we made the decision very carefully that that looked to us to be the highest returning activity for that cash in the company. We've even taken on leverage to do that.

We're continuing that this morning. You notice it's not an accident there's cash in this transaction. We're taking the company's leverage to approximately 8 times, 8.2 times. Notwithstanding that, we are extremely comfortable with the balance sheet strength that the company will have.

But back to the growth prospects. Very simply put, we are doubling the size


Crown Castle International

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