Crown Castle Begins Offering of Senior Secured Notes by Subsidiaries

Crown Castle

announced today that its subsidiary, CC Holdings GS V LLC ("CCL"), is commencing an offering of $500.0 million aggregate principal amount of senior secured notes due 2017 and $1.0 billion aggregate principal amount of senior secured notes due 2023 (collectively, the "Notes"). CCL, through its subsidiaries, holds a majority of the U.S. towers originally acquired by Crown Castle in its 2007 acquisition of Global Signal, Inc. The Notes will be guaranteed by certain of CCL's direct and indirect subsidiaries. The Notes and the guarantees will be secured on a first priority basis by a pledge of the equity interests of the guarantors. The Notes will not be guaranteed by and will not constitute obligations of Crown Castle or any of its other subsidiaries. CCL intends to use the net proceeds of this offering to complete a tender offer for any and all of its outstanding 7.750% Senior Secured Notes due 2017 (the "Existing Notes") and to redeem any Existing Notes that remain outstanding after the expiration of such tender offer. CCL anticipates distributing the remaining net proceeds to Crown Castle to fund, together with borrowings under Crown Castle's revolving credit facility, a tender offer by Crown Castle for any and all of its outstanding 9.00% Senior Notes due 2015. Crown Castle has received preliminary commitments to increase its revolving credit facility by an additional $500.0 million, and expects to consummate such increase prior to the closing of the Notes offering. The Notes will be offered in the United States to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside of the United States under Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.