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Cautionary Language Regarding Forward-Looking Statements - page 7 / 28





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of this footprint of leasing opportunities in this company by issuing 50% additional shares roughly at multiple parity. Said another way, Global Signal's EBITDA run rate today is roughly half of Crown Castle's with double, twice the footprint, doubling the footprint of the company.

You can see that on Page 13. If you look at the contribution on the right- hand side of that page, just look at the gross margin per tower for example. 65% gross margin run rate per tower compared to Crown Castle. It's a more immature portfolio. To us that suggests continued growth, substantial growth and the ability to enhance the growth rate, revenue, EBITDA and recurring cash flow per share for the new pro forma company and for that we are very excited.

You can be assured we've done a lot of work around the quality of this portfolio and the lease up potential of these sites, and it brings us to the conclusion that this transaction increases the likelihood of meeting our long term goal of 20% to 25% recurring cash flow per share growth.

I'll say there's really three things that if any of which go our way, could actually be better than that 20% to 25% and that is clearly the integration and the lease up and the continued great efforts of both sides on continuing to accommodate customer demands and leasing these sites. We have necessarily and characteristically been conservative in our estimates there.

Our refinancing activities, we'll talk about the balance sheet in a moment, but the refinancing activities that we are working on today if they go our way and you know our custom is to not give you that outlook or guidance until it actually occurs. If that goes our way, clearly that's an enhancement to our outlook today and potentially synergies. We believe we've been very conservative in our view, and we will continue to be that because as John said, it's not about synergies. This is about growing top line revenue and very efficiently translating that into recurring cash flow per share.

In the end, we think it's a fairly simple transaction financially for people to understand. We've doubled the opportunity set of the company with literally a 50% increase in our share count and for that we are very excited.

Moving on to Page 14. Just looking at transaction pricing, you can sort of back into the math here. You can see that essentially paying multiple parity, about 24.5 times run rate EBITDA, Q2 annualized EBITDA. You can see the phenomenon expressed a different way in terms of the enhancement of the growth if you look at the firm value per tower or equity value per tower on the global signal comparison, 528 or 369,000 per tower compared to our own run rate. Again, that's just the depiction of a more immature portfolio, but one again in which we believe has very significant growth opportunities based upon the very good locations in the top 100 and top 50 markets, as Jerry and John were mentioning. So again, another way of saying the same thing.


Crown Castle International

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