New Agreement Reflects Crown Castle
Acknowledgement That Elliott Cooperation Agreement Process was
Tainted and is Unlawful
Elliott Still Not Required to Retain Equity
Ownership in Company, Which Continues to Misalign Incentives with
Long-Term Interests of Company and Shareholders
Miller Will Continue to Pursue Delaware
Litigation
Calls on Shareholders To Demand Crown Castle
Board Add Four Highly Qualified Nominees
HOUSTON, March 4,
2024 /PRNewswire/ -- Ted B.
Miller, co-founder of Crown Castle Inc. (NYSE: CCI) ("Crown
Castle" or the "Company") and his investment vehicle Boots Capital
Management, LLC ("Boots Capital") today issued the following
statement:
"Today's rewrite of Crown Castle's cooperation agreement with
Elliott Management is a clear admission that the Board of
Directors' process was tainted and that it acted unlawfully. Just
two days ago, the Crown Castle Board declared our litigation to be
without merit. By now recutting the fundamentally flawed
cooperation agreement and conceding the opposite, these faithless
fiduciaries have shredded any remaining credibility. Nor does the
amended agreement solve anything. It is a half-measure that still
does not require Elliott to maintain an equity position in the
Company and does nothing to address the tainted process undertaken
to nominate and elect directors.
Shareholders have been abused by the Board's actions, which
continue to waste shareholder resources amid a disastrous era that
has seen tens of billions of shareholder value destroyed.
Shareholders should demand the Board immediately work with Boots
Capital to reconstitute itself with our nominees who have the
unrivaled 50+ years of industry expertise and an actionable
forward-looking plan that will restore Crown Castle's value. It
is time for change with new independent directors and a fresh
start."
Heyman Enerio Gattuso &
Hirzel LLP and Woolery & Co. PLLC are serving as legal advisors
to Mr. Miller.
The case number is 2024-0176.
INVESTOR AND MEDIA CONTACTS
Investors:
Morrow Sodali LLC
Paul Schulman/William Dooley/Jonathan
Eyl
By Phone: 1-800-662-5200 or 203-658-9400
By Email: Boots@info.morrowsodali.com
Media:
Jonathan Gasthalter/Nathaniel Garnick/Grace
Cartwright
Gasthalter & Co.
By Phone: 212-257-4170
By Email: bootscapital@gasthalter.com
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information herein contains "forward-looking statements."
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as "may," "will,"
"expects," "believes," "anticipates," "plans," "estimates,"
"projects," "potential," "targets," "forecasts," "seeks," "could,"
"should" or the negative of such terms or other variations on such
terms or comparable terminology. Similarly, statements that
describe the Participants' (as defined below) objectives, plans or
goals are forward-looking. Forward-looking statements are subject
to various risks and uncertainties and assumptions. There can be no
assurance that any idea or assumption herein is, or will be proven,
correct. If one or more of the risks or uncertainties materialize,
or if the underlying assumptions of Boots Capital (as defined
below) or any of the other Participants in the proxy solicitation
described herein prove to be incorrect, the actual results may vary
materially from outcomes indicated by these statements.
Accordingly, forward-looking statements should not be regarded as a
representation by Boots Capital or the other Participants that the
future plans, estimates or expectations contemplated will ever be
achieved. You should not rely upon forward-looking statements as a
prediction of actual results and actual results may vary materially
from what is expressed in or indicated by the forward-looking
statements. Except to the extent required by applicable law,
neither Boots Capital nor any Participant will undertake and
specifically declines any obligation to disclose the results of any
revisions that may be made to any projected results or
forward-looking statements herein to reflect events or
circumstances after the date of such projected results or
statements or to reflect the occurrence of anticipated or
unanticipated events.
Certain statements and information included herein have been
sourced from third parties. Boots Capital and the other
Participants do not make any representations regarding the
accuracy, completeness or timeliness of such third party statements
or information. Except as may be expressly set forth herein,
permission to cite such statements or information has neither been
sought nor obtained from such third parties. Any such statements or
information should not be viewed as an indication of support from
such third parties for the views expressed herein.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Boots Capital and the other Participants (as defined below)
intend to file a preliminary proxy statement and accompanying GOLD
universal proxy card (the "Proxy Statement") with the Securities
and Exchange Commission (the "SEC") to be used to solicit proxies
for, among other matters, the election of its slate of director
nominees at the 2024 annual meeting of shareholders (the "2024
Annual Meeting") of Crown Castle Inc., a Delaware corporation ("Crown Castle" or the
"Corporation").
The participants in the proxy solicitation are currently
anticipated to be Boots Parallel 1, LP, Boots, LP (and together
with Boots Parallel 1, LP, the "Boots Funds"), Boots Capital
Management, LLC ("Boots Capital"), Boots GP, LLC ("Boots GP"),
4M Management Partners, LLC
("4M Management Partners"),
4M Investments, LLC ("4M Investments"), WRCB, L.P. ("WRCB"),
Theodore B. Miller, Jr. and
Tripp H. Rice (collectively, the
"Boots Parties"); and Charles Campbell
Green III and David P.
Wheeler (together with Mr. Miller and Mr. Rice, the "Boots
Nominees," and together with the Boots Parties, the
"Participants").
Boots GP, as the general partner of each of the Boots Funds, and
4M Management Partners, as the
investment advisor of each of the Boots Funds, may each be deemed
to beneficially own interests in an aggregate of 784,009 shares of
the Corporation's common stock, $0.01
par value (the "Common Stock") held in the Boots Funds (including
interests in 182,997 shares of Common Stock underlying
over-the-counter forward purchase contracts and interests in
601,012 shares of Common Stock underlying over-the-counter share
option contracts). WRCB beneficially owns interests in 135
shares of Common Stock underlying a call option. Mr. Miller
has direct ownership of 200 shares of Common Stock, which includes
100 shares of Common Stock held of record and 100 shares of Common
Stock held of record as tenant in common with his wife. In
addition, Mr. Miller may be deemed to beneficially own interests in
an aggregate of 784,716.958 shares of Common Stock (which includes
interests in 784,009 shares of Common Stock held by the Boots
Funds, which Mr. Miller may be deemed to beneficially own as the
President and managing member of 4M
Management Partners and a Manager and the President of Boots GP,
interests in 400 shares of Common Stock underlying call options
owned beneficially and as a tenant in common with his wife,
interests in 135 shares of Common Stock underlying a call option
owned beneficially by WRCB, which Mr. Miller may be deemed to
beneficially own as sole member of one of the general partners of
WRCB, and 172.958 shares of Common Stock held through the
Corporation's 401(k) Plan in the Crown Castle Stock Fund. Mr.
Rice is the record holder of 100 shares of Common Stock and, as the
Vice President of 4M Management
Partners and a Manager and the Vice President of Boots GP, Mr. Rice
may be deemed to beneficially own interests in 784,009 shares of
Common Stock held by the Boots Funds. Mr. Green beneficially
owns 1,736 shares of Common Stock in joint tenancy with his
wife. All of the foregoing information is as of the date
hereof unless otherwise disclosed.
IMPORTANT INFORMATION AND WHERE TO FIND IT
BOOTS CAPITAL STRONGLY ADVISES ALL SHAREHOLDERS OF CROWN CASTLE
TO READ THE PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS OR
SUPPLEMENTS TO SUCH PROXY STATEMENT, THE DEFINITIVE PROXY
STATEMENT, AS WELL AS PROXY MATERIALS FILED BY CROWN CASTLE AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEBSITE AT WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT
CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
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content:https://www.prnewswire.com/news-releases/crown-castle-co-founder-ted-b-miller-issues-statement-on-crown-castles-rewrite-of-cooperation-agreement-with-elliott-302078756.html
SOURCE Boots Capital Management, LLC
