UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by the Registrant ¨ Filed
by a Party other than the Registrant x
Check the appropriate box: |
¨ |
Preliminary Proxy Statement |
¨ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ |
Definitive Proxy Statement |
¨ |
Definitive Additional Materials |
x |
Soliciting material Pursuant to §240.14a-12 |
Crown Castle Inc.
(Name of Registrant as Specified in Its Charter)
BOOTS PARALLEL 1, LP
BOOTS, LP
BOOTS GP, LLC
BOOTS CAPITAL MANAGEMENT, LLC
4M MANAGEMENT PARTNERS, LLC
4M INVESTMENTS, LLC
WRCB, L.P.
CHARLES CAMPBELL GREEN III
DAVID P. WHEELER
THEODORE B. MILLER, JR.
TRIPP H. RICE
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x |
No fee required. |
¨ |
Fee paid previously with preliminary materials. |
¨ |
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
On March 7, 2024, Theodore B. Miller, Jr.,
on behalf of Boots Capital Management, LLC (“Boots Capital”) and together with the other Participants named herein,
filed as an exhibit herewith an unredacted version of the presentation relating to Crown Castle Inc., a Delaware Corporation
(“Crown Castle” or the “Corporation”), that was previously filed with the Securities and Exchange Commission
as an exhibit to Form DFAN 14A on February 20, 2024.
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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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION
These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement.
Project Boots
OPPORTUNITY OVERVIEW |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
2
Disclaimer
This communication is being furnished to you by Boots Capital Management, LLC (together with its affiliates, “Boots”) on a
confidential basis and may not be reproduced or used for any other purpose. Your acceptance of this communication from Boots
constitutes your agreement to (i) keep confidential all the information contained in this communication, as well as any information
derived by you from the information contained in this communication (collectively, the “Confidential Information”) and not disclose
any such Confidential Information to any other person, (ii) not to use the Confidential Information for purposes of trading any
security, (iii) not copy this communication without the prior written consent of Boots and (iv) promptly return this communication
and any copies hereof to Boots, or destroy any electronic copies hereof, in each case subject to any material confidentiality
requirements. This communication is for discussion and informational purposes only. The views expressed herein represent the
opinions of Boots as of the date hereof. Boots reserves the right to change or modify any of its opinions expressed herein at any
time and for any reason and expressly disclaims any obligation to correct, update or revise the information contained herein or to
otherwise provide any additional materials.
All of the information contained herein is based on or derived from publicly available information with respect to Crown Castle Inc.
(the “Company”), including filings made by the Company with the Securities and Exchange Commission (“SEC”) and other
sources, as well as Boots’ analysis of such publicly available information. Boots has relied upon and assumed, without
independent verification, the accuracy and completeness of all data and information available from public sources, and no
representation or warranty is made that any such data or information is accurate. Boots recognizes that there may be
confidential or otherwise non-public information with respect to the Company that could alter the opinions of Boots were such
information known. No representation, warranty or undertaking, express or implied, is given as to the reliability, accuracy,
fairness or completeness of the information or opinions contained herein, and Boots and each of its directors, managers,
partners, officers, employees, representatives, agents and advisors expressly disclaim any liability which may arise from this
communication and any errors contained herein and/or omissions here from or from any use of the contents of this
communication.
Except for the historical information contained herein, the information and opinions included in this communication constitute
forward-looking statements, including estimates and projections prepared with respect to, among other things, the Company’s
anticipated operating performance, the value of the Company’s securities, debt or any related financial instruments that are
based upon or relate to the value of securities of the Company (collectively, “Company Securities”), general economic and
market conditions and other future events. You should be aware that all forward-looking statements, estimates and projections
are inherently uncertain and subject to significant economic, competitive, and other uncertainties and contingencies and have
been included solely for illustrative purposes. Actual results may differ materially from the information contained herein due to
reasons that may or may not be foreseeable. There can be no assurance that the Company Securities will trade at the prices
that may be implied herein, and there can be no assurance that any opinion or assumption herein is, or will be proven, correct. If
one or more of the risks or uncertainties materialize, or if Boots’s underlying assumptions prove to be incorrect, the actual results
may vary materially from outcomes indicated by any forward-looking statements. Accordingly, forward-looking statements should
not be regarded as a representation by Boots that the future plans, estimates or expectations contemplated herein will ever be
achieved.
This communication and any opinions expressed herein should in no way be viewed as advice on the merits of any investment
decision with respect to the Company, the Company Securities or any transaction. This communication is not (and may not be
construed to be) legal, tax, investment, financial or other advice. Each recipient should consult their own legal counsel and tax
and financial advisers as to legal and other matters concerning the information contained herein. This communication does not
purport to be all-inclusive or to contain all of the information that may be relevant to an evaluation of the Company, the Company
Securities or the matters described herein.
This communication does not constitute (and may not be construed to be) a solicitation or offer by Boots or any of its directors,
managers, partners, officers, employees, representatives, advisors or agents to take any action, including to buy or sell any
Company Securities or securities of any other person in any jurisdiction or an offer to sell an interest in funds that may be
managed by Boots. This communication does not constitute financial promotion, investment advice or an inducement or
encouragement (subject to the terms of any confidentiality agreement between you and Boots) to participate in any product,
offering or investment or to enter into any agreement with the recipient. No agreement, commitment, understanding or other
legal relationship exists or may be deemed to exist between or among Boots and any other person by virtue of furnishing this
communication. No representation or warranty is made that Boots’ investment processes or investment objectives will or are
likely to be achieved or successful or that Boots’ investments will make any profit or will not sustain losses. Past performance is
not indicative of future results.
Boots currently beneficially owns and/or has an economic interest in and may in the future beneficially own and/or have an
economic interest in, the Company Securities. Boots intends to review its investments in the Company on a continuing basis and
depending upon various factors, including without limitation, the Company’s financial position and strategic direction, the outcome
of any discussions with the Company, overall market conditions, other investment opportunities available to Boots, and the
availability of the Company Securities at prices that would make the purchase or sale of the Company Securities desirable, Boots
may from time to time (in the open market or in private transactions, including since the inception of Bootts’s position) buy, sell,
cover, hedge or otherwise change the form or substance of any of its investments (including the Company Securities) to any
degree in any manner permitted by law and expressly disclaims any obligation to notify others of any such changes unless
required by law. Boots also reserves the right to take any actions with respect to its investments in the Company as it may deem
appropriate.
Boots has not sought or obtained consent from any third party to use any statements or information contained herein. Any such
statements or information should not be viewed as indicating the support of such third party for the views expressed herein. All
trademarks and trade names used herein are the exclusive property of their respective owners. |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS 3
Important Information CERTAIN INFORMATION CONCERNING THE PARTICIPANTS Boots Capital Management, LLC (“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.Soliciting Materials Disclaimer The presentation reflected in this document incorporates certain analysis prepared by Ernst
& Young LLP and provided to Boots Capital in support of its Management Plan. EY’s work for Boots Capital was limited to: (1)
proposing a financial model structure to assess potential impacts from scenarios and assumptions, as directed by Boots Capital, (2) a
tax analysis of potential tax implications of Crown Castle’s sale of fiber assets, and (3) a market study covering commercial and
operational aspects of Crown Castle’s tower business. EY did not use any internal information from Crown Castle for its analysis.
EY analysis, to the extent incorporated or referenced in this presentation should not be relied upon for investment advice nor does it
constitute due diligence for any potential transaction. |
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| ©2023 | Strictly Confidential ©2024| Strictly Confidential | Strictly Confidential - Do Not Transfer or Reproduce
4
Overview
PROJECT BOOTS |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
5
Ted Miller
President, 4M Investments
Chuck Green
Founding Partner, Greenseas DWC LLC
Tripp Rice
Partner, 4M Investments
• Founder, previous Chairman and CEO of
Crown Castle International Corp.
• Former Airgas/Air Products Director
through sale to Air Liquide
• Former ACS Director through sale to
Xerox
• Founder & previous owner of lntercomp
Technologies, a BPO founded in Eastern
Europe in 1994 and sold to Elbrus
Capital in 2013
• Owner of M7 Aerospace from 2003 until
sale to Elbit Systems in 2011.
• Founder and Executive Chairman of
Visual Intelligence focused on digital
twins of telecom infrastructure
• Investor, BOD Member of PowerX
• Advisor to the Autonomy Institute
• 18 years focus on investment
valuation, due diligence and portfolio
company management experience
• Board Member of various 4M
companies
• Global towerco/telecom valuation and
due diligence experience
• Former Bear Stearns Investment
Banking Analyst in Leveraged
Finance/Financial Sponsors Group
• Former Associate, Wellspring Capital
Management - $3b PE Firm
• President and CFO of 4M HR
• President and CFO of Visual
Intelligence
• Investor, Advisory Board Member of
PowerX
A Seasoned
Execution
Team with a
Clear and
Actionable
Vision • Former CFO & EVP of CCI (1997-2002)
• Former Exec. Chair, CEO and Co-Founder of
Helios Towers Africa LLP (2009-2017)
• Former Independent Member, Supervisory
Board, Vantage Towers (2021-2023)
• Co-Founder of Helios Towers Nigeria, the
first ind Towerco in Africa (2005-2014)
• Former NED and Senior Advisor, Edotco,
largest Towerco in S. Asia (2013-2021)
• Shareholder, Strategic Advisor and NED of
PowerX (2022-Present)
• NED & Senior Advisor, Pinnacle Towers Pte
Ltd, (2021-Present)
• Over 50 years experience in asset
management, property, O&G and telecoms
• 26 years executive experience in the tower
industry, including 22 sale/leaseback
transactions in 15 countries on 4 continents |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Project Boots: Moving with Experience, Urgency and Focus to
Reboot CCI For the Long-Term
6
Fiber Sale Unlocks Significant Value –
CCI Rerates to 25x+
6-Month Head Start On Fiber Sale –
Close In 2024
2024 Fiber Sale – $1 Billion+ of
Potential Tax Benefits to CCI
Clear Direction/Strategy for Employees
and Stakeholders
25 Fiber Buyers/Financing Sources
Under NDA – Months of Diligence
Fiber Sale Structure and Financing Direct Engagement with
Existing/Prospective Shareholders
Bring Towers/Employee Ratio In Line
with and Exceed Peers
Leverage Proven Technology - Digital
Twins/AI/GIS - to Optimize Operations
for Strategy Focused Organization v2.0
Fiber Sale Use of Funds Strategy:
Paydown Debt; Buy Out ATT/TMO;
Share Buyback
Optimized Balance Sheet
Rekindle Relationships
with Carriers |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Overview
Background Fiber Plan Towerco Plan
• Work began in August
• Initiative born out of frustration
with Company performance
• Seasoned team of industry
executives and advisors
• Detailed plan to sell fiber &
transition to a pure-play
Towerco
• Completed work gives CCI a 6-
month head start on fiber sale
• Need for proactive plan and
clear direction to combat tension
and uncertainty in market
• Sell fiber for between $12-15bn;
current model contemplates
$12.5bn sale price
• CCI retains 25% ownership to
decrease buyer capital requirement
and establish long term alignment
• Re-rate trading multiple to 25x
• Realize $1 billion+ of tax benefits
• Paydown debt/optimize balance
sheet
• Buyout ATT/TMO towers
• Execute share buyback
• Optimize headcount from 18 towers/EE to 23+
• Drive culture change to unlock value for shareholders
while quelling employee uncertainty
• Transition KPIs from backward-looking financial metrics
to forward-looking ops focus
• Rebuild carrier relationships
• CCI positioned to successfully compete with AMT and
SBA on opportunistic M&A
• Digitize assets and workflow processes
• Enhance investor relations with frequent, transparent
communication on new pure-play model
• Simplify financial reporting; no FX exposure relative to
peer set
Two-part plan to deliver near-term and long-term shareholder value
7 |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Boots Team: 6-Month Body of Work to Improve CCI
1. Fiber Qualitative Analysis
2. Fiber Carve-out Model
3. Fiber Enterprise Business Opportunity Analysis
4. Fiber Small Cell Business Opportunity Analysis
5. Fiber Sale Structure Strategy
6. Fiber Sale Tax Impact Analysis/Structuring
7. Fiber One-time Separation Cost Analysis
8. Fiber Sale Strategic Synergies (Generic Targets)
9. Fiber Sale Strategic Synergies (Specific Targets)
10. Fiber Sale Process – Buyer Due Diligence
11. Fiber Sale Process – Financing Strategy/Participants
12. Fiber Prospective CEO Candidate List
13. Towerco Go-forward Model
14. Towerco Revenue Benchmarking
15. Towerco Debt Restructuring Strategy
16. Towerco Dividend Analysis/Strategy
17. Towerco Dividend Yield Share Price Impact Analysis
18. Towerco SOTP Analysis Impact to Share Price
19. Towerco AFFO/FCF Analysis/Benchmarking
20. Towerco Headcount Benchmarking/Go-forward Strategy
21. Towerco GLBO Benchmarking/Go-forward Strategy
22. Towerco Technology Impact Analysis/Strategy
8 |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
9
Close the Value Gap
| | | | Vertical lines represent various fiber acquisitions. |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Market Remains Skeptical
10 |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Ted Miller: Benefits of Executive Chairman Role 11
Key Term Benefits
Executive Chairman
Ted Miller
• As Executive Chairman, Ted is the bridge between Board’s vision and Management’s
execution of that vision. He will work as an accelerant alongside Board, Management and the
interim CEO
• Objectives – Global expertise, experience, and leadership to guide the company toward
achieving its objectives
• Alignment – Effective communication and alignment between Board and Management
Objectives
Certainty, strategic leadership
and additional execution capacity
to Management during critical
transition period
• Fiber Sale – Ted is logical party to join fiber subcommittee given his substantive interactions
with potential fiber buyers and financing sources
• CEO Search – Ted’s engagement decouples CEO search from fiber carve-out. Allows CEO
search to focus on identifying most qualified long-term operator for Towerco
• Capital Allocation – Use fiber proceeds to optimize balance sheet, buyout ATT/TMO leases
and execute share buyback
• Operational Efficiencies – Optimize for towers per employee, drive tech innovation and
increase operating margins
Alignment
Increased transparency and
accountability to Board, driving
stakeholder confidence
• Shareholder/Market Confidence – Ted will build on recent conversations with shareholders
and demonstrate to market a clear direction, driving confidence in the Company
• Motivated Workforce – Clear, founder-led strategy and renewed shareholder value-based
incentive compensation
• Operational Efficiencies – Ted to interface directly with both Board and Management as
needed through critical transition period
• Economic Alignment – $100m position in stock
• Term – Two years or at the Board’s discretion |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Boots & CCI: Aligning Our Work and Interests 12
Topic Expectation/Considerations
Board of Directors • Ted Miller – Executive Chairman
• Chuck Green – Director
• Tripp Rice – Director
• David Wheeler – Director
Advisors/Work Product • CCI to review Boots diligence materials and market check potential fiber buyers/financing
sources
• CCI to onboard Boots advisors to larger advisory team
• Boots to assign NDAs w/ potential fiber buyers/financing sources
• CCI to assume cost for Boots work product
Management Team • Candidates available to hire or as advisors with world class knowledge:
• Engineering
• Organizational / Strategic / Comp and Metrics to build culture
• M&A expertise
• Operational Expertise
• Capability available to focus on every aspect of a Towerco
Compensation • Compensation aligned with shareholder base for value achievement - proposal available in
detail
Boots team/work product to be integrated into CCI’s existing advisory team and committee structure |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Two Paths Forward: Working Together vs Not Working Together
Plan A – CCI w/ Benefit of Boots Plan B – CCI w/o Benefit of Boots
• CCI adopts Boots work done to date into its committee
structure/process (Accelerate timeline by 6-months – 2024 closing)
• CCI begins work on fiber sale due diligence sensitivities and
conclusions (12-18 Month process extends into 2025 for CCI)
• Boots assigns to CCI 25 NDAs with potential fiber buyers/financing
sources that have been actively working for months
• CCI approaches all fiber buyers independently without Boots Fiber
NDAs, leading to fiber buyer/process confusion, risk and doubts
• Capture $1bn+ of tax benefits in 2024 for CCI and fiber buyers • Substantial and probable risk regarding loss of $1bn+ of tax benefits
• Expedited buyer regulatory review for 2024 closing • Delayed start to regulatory review
• Existing CCI advisors continue work through completion leveraging
Boots materials/process
• Comprehensive, world-class advisors, fiber experts and Company
founder and fiber experts excluded from CCI
• Engaged EY team is ready to transfer and support the go-forward+ • CCI advisors unnecessarily recreate completed Boots work
• Established team in place while formal CEO process continues • Continue formal CEO search during 2024 CCI proxy process
• Executive Chairman/Boots fills immediate leadership void • New CEO will need time to assess fiber sale, strategic plan, etc.
• Strategic plan vetted and direction defined • CCI Management/employee confusion continues, creating more
overall risk to 2024 fiber sale close, towers reboot and overall clarity
• Clear message to market/employees regarding leadership, strategy
and fiber
• Market confusion continues while CEO search, strategy, sale of fiber
and timing undefined – CCI proxy process uncertainty
13 |
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| ©2023 | Strictly Confidential ©2024| Strictly Confidential | Strictly Confidential - Do Not Transfer or Reproduce
14
Fiber Plan: Sell Fiber/Small Cells
PROJECT BOOTS |
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PROJECT BOOTS
Crown Castle + Project Boots: Moving in the Same Direction
15
December
Matured potential fiber
buyers/financing sources in
their diligence. Multiple
attempts to contact Board
between the 15th-21st. Met
with Chairman/Interim CEO
on the 27th
August
Project Boots began
evaluation of fiber
and tower segments
of CCI. Reached out
to Board August 15
September
Assembled advisory
team. Surveyed
potential fiber
buyers/financing
sources for initial
valuation reads
Early October
Validated thesis with
advisory team.
Assembled diligence
materials and
populated data room
September
CCI reaffirmed
commitment to fiber,
expressed optimism
about growth rates
November 27th/28th
Elliott released
Restoring the Castle
presentation and 220
demand
November
Continued to refine
long-term Towerco
approach, including
use of fiber proceeds,
cost structure and
technology roadmap
October 19th
CCI Q2 Earnings Call
– Continued support
for fiber strategy
Mid/Late October
Conducted formal
presentation w/
potential fiber
buyers/financing
sources. Signed
NDAs and granted
access to data room
December 7th
Jay Brown resigned
and Tony Melone
was appointed interim
CEO
December 20th
CCI announced
Cooperation
Agreement with Elliott.
Created Fiber Review
subcommittee
Project Boots
CCI Activities |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Fiber Plan: Carve-Out Fiber/Sale 16
Key Term Expectation/Considerations
Fiber Valuation Range • $12-15bn based on work completed with buyers
• Modeling work assumes $12.5bn sale price
CCI Retained Ownership • 25% rollover equity
• Strategic alignment/reduces sponsor check size
• Go-forward exposure
• Mitigates operational issues separating in place small cells from enterprise fiber footprint
• Selling small-cells and enterprise in combination contributes to growth profile for buyer
Process Timeline • Target close in 2024. Completed work accelerates timeline by 6 months, according to EY
Tax Implications • $1bn+ Incremental CCI tax benefits if closed in 2024
• Strategy to mitigate tax leakage
• Savings for Buyer if they are a taxpayer
Parties Contacted • 63
NDAs Executed • 25
Buyer Pool • Qualified/significant infrastructure funds and strategic buyers for fiber
• Partnering opportunities across funds and strategic buyers identified
PublicCo Spin
Taxable and Non-Taxable
• Not preferred direction
• Increased complexity/certainty concerns
• Increased deal and regulatory timeline
• Shareholder relations implications
• Public company comparable multiples not attractive
• Lower levels of up-front cash proceeds realized
• Less flexibility and potential differences in prospective returns associated with retained equity
• May require Private Letter Ruling from IRS |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Fiber Plan: Use of Proceeds 17
Sources Uses
Sale Proceeds (net) $11,161 Floating Rate Debt Paydown $2,707
Rollover Fiberco Equity $1,300 Fixed-Rate Debt Paydown/Buyout $3,779
Share Buyback $1,873
ATT/TMO Early Buyout $2,802
Fiberco Rollover Equity $1,300
Total Sources $12,461 Total Uses $12,461
The Plan Results
• Significant legal and financial due diligence has been
completed to optimize the use of proceeds
• Priority to maintain investment grade rating @ 5.4x leverage
• Payoff all floating rate debt
• Optimized paydown/buyback of debt to maximize financial
benefit to the Company – $1bn PV of interest savings
• Negotiate an early buyout of the ATT/TMO towers
• Share buyback
• Maintain investment grade rating
• No drawn floating rate interest exposure
• Reduced debt maturities between now and FYE 2026
• Negotiate for value with ATT/TMO and execute if appropriate
• Share buy-back to drive future total shareholder return
• Optimized balance sheet and capital structure: de-risked, more flexible
and lower cost of capital going forward
• EBITDA multiple/debt de-risking helps facilitate M&A opportunities |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Debt Portfolio Alternatives
500
2,650
4,957
2,600
1,900
750
2,850
750 750
3,750
1,750
1,000
1,000
2,000
3,000
4,000
5,000
6,000
2025 2026 2027 2028 2029 2030 2031 2033 2034 2041
and
beyond
Face Value of Debt ($mm)
Current and Pro Forma Maturity Profile
Current Portfolio
Payoff debt at Make-Whole
2027: Payoff $1.5bn
Revolver, $1.2 bn FRN,
$500mm 4.0% 2027 bonds
2028: Payoff $1bn 5.0%
and $600mm 4.8%
2034: Payoff
$750mm 5.8%
$0
$50
$100
$150
$200
$250
$300
$350
$400
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
($mm)
Interest Benefit ($mm)
Debt buyback
Synthetic Defease (Single-A Credit Fund)
Synthetic Defease (Treasuries)
Total Interest Savings: $1,128 mm
PV of Interest Savings: $995 mm
% Floating Paid Down: 40%
Total Interest Benefit: $452mm / $547mm
PV of Interest Benefit: $422mm / $511mm
% Floating Defeased: 40%
18 |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Fiber Sale Significantly Improves Towerco Fundamentals
19
$1,65
5
$285
82.8%
Total Capex
$1,43
0
$2,15
4
50.7 %
AFFO after Discretionary
Capex
$3.30
$5.13
55.6 %
AFFO after Discretionary
Capex per Share
($,1304)
$215
116.5%
AFFO after Disc. Capex
less Dividend 434 420
3.2%
Share Count
$23,2
18
$17,2
40
25.7%
Total Debt $2,70
7
-
100%
Floating Rate Debt
$3,42
1 $2,92
1
14.6%
Fixed Rate Maturities
through 2026
$957
$620
35.3%
Interest Expense
Before Project Boots
(2024)
After Project Boots
(2025) |
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PROJECT BOOTS
Fiber Plan: Qualitative Due Diligence Completed
• Evaluation of fiber assets known today. Comparison to industry peers in quality, scope, and size
• Review of fiber operations - sales, delivery, ongoing operations, support. Determining areas of known weakness and potential
for improvement. Compared to industry peers as well as best practices
• Review and evaluation of both enterprise fiber and small cell, operating as two unique but complementary assets. Insight into
whether they are or are not acting in a complementary fashion
• Review of deployment as well as operational costs and considerations for specific markets as related to both enterprise fiber
and small cells
• Review of sources of revenue today as well as opportunities for future growth. Compared to competitors and industry
knowledge
• Evaluation of present processes and internal systems as they stand today and determination on what may be improved upon
short and long-term
• Strategies that should be considered as part of any growth plan for enterprise fiber
• Review of small cell projects and comparing it against industry standard metrics using like kind cities
20
Evaluation conducted by consultant who has regularly been involved in advising
and operating fiber-based infrastructure companies for the last 15+ years |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Fiber & Towerco Due Diligence Items
21
Commercial and Operational Tax Corporate Finance
• Market size and growth (incl. small cell
and enterprise revenue forecasts)
• Fair-share potential and enterprise
penetration (incl. full-potential
customers MRR)
• Fiber and small cell capital
requirements
• SG&A and operating cost benchmarks
• Strategic and financial sponsor
segment analyses and materials
• Analysis to unlock Towerco tax value
that would maximize retained cash and
the exit value of Fiberco in a tax
neutral transaction
• Quantification of the benefits of the
transaction closing in 2024 vs 2025
• Tax-effected Fiberco REIT formation
scenarios
• Towerco share buyback analyses
• Comparable company and transaction
research and benchmarking
• Standalone Towerco and Fiberco
Financial models
• Estimate of returns to CCI
shareholders from sale of Fiber and
use of proceeds, including debt
paydown strategy, share buyback, cost
reduction initiatives and ground lease
buyouts
• Standalone Fiberco LBO model,
including scenario analysis on
enterprise growth and small cell node
deployment
Boots recommends that EY continue its support for the transaction by working directly with CCI |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Fiber Plan: Sale Timeline 22
Crown
Separation
Deal
Validation
Typical Market Timeline
…
Separation TowerCo
FiberCo
TowerCo
Perimeter
TSA/rTSA
Financials
Etc..
• Outside-in deal models (complete)
• Outside-in validation (complete)
• Quantitative validation (complete)
• Investor validation (complete)
• Governance model (proposed)
• Sector/functional/deal team (already engaged)
• Bidder feedback (incorporated)
• Economic antitrust evaluation (started)
FiberCo
TowerCo
TSA
rTSAs
• Market study foundation (started)
• Tax analyses (mostly complete)
• Perimeter definition (mostly complete)
• Carve-out financials (started)
• Operational separation planning (started)
• Experienced deal team (already engaged)
• Economic antitrust evaluation (started)
• Proprietary EY pre-sign accelerator tools
A. Separation acceleration
FiberCo
TowerCo
Separation
Preparation
Data Room
Etc.
A.2
B
A.3
B. Towerco Value Realization Workstreams from Boots and EY analyses completed in tandem to support full potential value for TowerCo (RemainCo)
B B
• Proprietary EY sign-to-close accelerator tools
• Familiarity with bidders and bidder sets from
prior strategy & transaction engagements
• Proven workaround solutions to enable
timely deal closing
• Expertise with antitrust economics
Bidder
Signs
Close
A.1
A.1 A.2 A.3
Info Memorandum
Diligence Reports
Data Room Population
Management Presentations
Deal Rationale
Synergy Identification
Financial Models
Bidder Feedback
Day-1 Readiness
Operationalization Plans
TSAs/rTSAs/MSAs
..
Key
Outputs
Boots Accelerated Timeline 1-2 Mo.
3-4 Mo
~4 Mo
6+ Mo
4-6 Mo
6-8 Mo
8-12 Mo
14-18 Mo
TSA Exit
Stage: Pre-Deal Stage: Pre-Sign Stage: Sign-to-Close1 Stage: Post-Close |
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| ©2023 | Strictly Confidential ©2024 | Strictly Confidential | Strictly Confidential - Do Not Transfer or Reproduce
23
Towerco Plan:
Operational Excellence
PROJECT BOOTS |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Towerco Plan: Back to Ops Basics
Optimize Headcount Restore Culture KPI Methodology Carrier Relationships
• Currently 18 towers/EE
• AMT Operates US with 23
towers/EE
• AMT Operates globally with
38 towers/EE
• In 2013, CCI Operated 40k
towers with 1,400 EEs (29
towers/EE)
• Today, CCI Operates 40k
towers with 2,200 EEs (18
towers/EE)
• Capitalize on global virtual
workforce to lower costs
• Outsource work that is a
commodity and not strategic
• As a seasoned leader and
the founder of the company,
Ted is uniquely qualified to
reset the culture and rally the
team behind the renewed
focus on a core Towerco
• Focus on efficiency and
shareholder return will be
central to the go-forward
strategy
• Re-institute proven
framework to transition from
lagging financial metrics to
forward looking KPIs
• Innovation leader engaged
and has been working
through due diligence with
our team
• Fiber drove carrier
relationship narrative
• Reinvigorate relationships
with customers and openly
leverage CCI’s renewed
balance sheet to improve
long-term relationships that
drive additional CCI profit
24 |
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PROJECT BOOTS
Towerco Plan: Back to Ops Basics
M&A Ground Interests PA Corporate Campus Technology Initiatives
• CCI positioned to
successfully compete with
AMT and SBA on
opportunistic M&A
• Fiber constrained M&A
• CCI will benefit from M&A
in current rate environment
vs. competition that
executed during 0% rates
• Ground interests core to
CCI’s business
• Continue acquisition of
ground leases
• Premature to shut down PA
• Near-term it is important to
employee morale and
corporate stability to
continue to operate PA
• Significant digitization/
automation of lead-to-cash
• Current tenant onboarding
timelines > 12 months
• Asset condition monitoring
processes are antiquated
• Benefits ESG/HSE:
reducing truck rolls and
tower climbs
• Automated revenue
assurance reduces costly
and time-consuming
dispute resolutions
25
“Companies can no longer rely on leverage and cheap money to fuel returns… companies must source
good deals make operational improvements” - GS Asset Management Chief Marc Nachmann |
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PROJECT BOOTS
The New CCI Tower of Value
26
Financial
Results
Carrier / Customer
Results
Process
& Technology
Results
People
Results
Strategic
Partnership
Increase Enterprise Value – Stock Price
Reduce
Costs
Optimize
Capex Reduce Portfolio Risk Increase Revenue
Create Stickiness Via
Self-Service Portal
Improve Customer
Service Scores
Partner Strategically with Carriers on
Network Planning/ Rollouts
Achieve 100% Regulatory Compliance
/ Disclosures (OSHA, FAA, SEC)
Reduce Cycle Time for
Upgrades by 33%
Improve On-Time
Delivery
Enable Instant
Access to Portfolio
Assimilate New Tower
Acquisitions Seamlessly
Identify and Mitigate
High Risk (Load) Towers
Create 100% Accurate
Design Drawings
Achieve 100% Standardization
Of Records
Reduce Time, Frequency,
& Cost of Inspections
Enable Virtual
Workforce
Improve
Productivity
Attract & Retain
Knowledge Workers
Improve Quality / Reduce
Human Error
Create a Digital Twin / GIS Database |
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PROJECT BOOTS
Digital Impact to Tower Lifecycle Management
Digital
Twin
Site
Visit
Upgrade
Request
General
Arrangement
Drawings
Upgrade
Approvals
Site Climb
Down
Structural
Analysis
Detailed
Design Pack
Fabrication
Drawings
Site Handover
Construction
Process
Start
7
days
7
days
7
days
7
days
7
days
7
days
14
days
28
days
Process
Start
7
days
0
days
28
days
7
days
14
days
$0 $1,050
6 ppl @ $175
$450
6 ppl @ $75
$1,200
6 ppl @ $75 + $750
$1,500
3rd party designer
$1,500
2 ppl structural team
$500
Est. drawings
$3,000
DD’s & Cons Pack
na
Construction Cost
$1,050
3
days
3
days
3
days
3
days
7
days
$0 $999
Drone capture
$450
6 ppl @ $75
$575
6 ppl @ $75 + $125
$700
VI solution
$0
Not required
$250
Est. drawings
$1,500
DD’s & Con Pack
na
Construction Cost
$725
Initial call off by
client as request for
upgrade
Site Provider,
Construction, RF,
Tx, Planner, Acq &
designer
Each member has
to review and add
an approval or
rejection
Drawings then
created and also
distributed to all for
approval
Capacity Check on
the structure by
design analysis
required
Where structure
needs mods, a visit
to measure for
member size
Fabrication
Drawings for
replacement items
need to be created
Full detailed design
for construction and
connection created
Site Teams rectify
and install new
upgrade on the site
location
2 or more visits for
handover and
inspection to the
client required
Initial call off by
client as request for
upgrade
UAV Operator
ONLY
Each member has
to review and add
an approval or
rejection
Drawings then
created with the
model in 3D with
Drawings Available
Structure
automatically
checked by VI
All information
available in the
structural model
from Capture
Available from the
3D digital twin for
measure and
extract.
Reduced detailed
design for
construction and
connection created
Site Teams rectify
and install new
upgrade on the site
location
Just 1 visit for
handover and
inspection to the
client required
~63 days
~$10,250
~$6,200*
~98 days
*Software and As-Built Handover Scan included.
Traditional Upgrade Process
Upgrade Process with Engineering Class Drone Data
27 |
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28
Valuation Implications
PROJECT BOOTS |
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PROJECT BOOTS
Key Model Assumptions: 2025-2028
29
Variable Assumption Considerations
Revenue CAGR 4.5% • In line with analysts’ outlooks, inclusive of discontinuation of installation
services
EBITDA Margin 69% • Peer benchmarking identified improvement opportunities
• Conservatively, margins can be increased to 71% or $70mm/yr
• Headcount reduction: Towers/EE from 18 to 23 (in line with AMT US)
• Non-headcount efficiencies
• $50mm/year increase in GLBOs (from current $50mm base)
Capex $300mm • In line with historical tower segment spend
Net
Debt/Leverage
5.4x • Focused on maintaining IG status
• If increased to 6.0x, $2b of incremental 2025 borrowing increasing
~$1bn/yr
• Debt includes ATT/TMO towers discounted at 8.2%
Dividend 90% • 2024 dividend maintained at existing level (funded with debt)
• Set using AFFO after discretionary capex or ~82% of AFFO
• 2025 Dividend: $4.62/share with 6-7% annual growth (funded with cash
flows) |
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PROJECT BOOTS
EBITDA Bridge 2024-2026: Headcount Reduction to AMT US
30 |
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PROJECT BOOTS
Implied US EBITDA Multiple Calculations
31
AMT: Calculated Segment Level 2024E Adj. EBITDA
Geography % Adj. EBITDA (a) 2024E Adj. EBITDA Multiple (b) EV (c) GPCs considered in multiple (d)
Data Centers 6.0% 431 21.6x 9,336 Equinix, DigitalBridge, Digital Realty Trust
LatAm 16.0% 1,150 8.8x 10,158 Telesites, Sitios
Europe 6.0% 431 14.7x 6,344 Cellnex, INWIT, EuroTeleSites
Africa 10.0% 719 5.9x 4,213 IHS, Helios
APAC 4.0% 288 10.5x 3,018 Protelindo, Tower Bersama
US 58.0% 4,170 25.7x 107,098 n/a - calculation
Total 100.0% $7,190 19.5x $140,168
2024E AMT Adj. EBITDA (e) $7,190
SBAC: Calculated Segment Level 2024E Adj. EBITDA
Geography % Adj. EBITDA (f) 2024E Adj. EBITDA Multiple (b) EV (c) GPCs considered in multiple (d)
US 79.8% 1,565 22.1x 34,530 n/a - calculation
International 20.2% 397 8.8x 3,508 Telesites, Sitios
Total 100.0% $1,962 19.4x $38,038
2024E SBAC Adj. EBITDA (e) $1,962
Footnotes
(a) Source: HSBC analysis.
(b) Selected multiple: 2024E Adj. EBITDA. Blended international multiple is based on weighted average of country multiples. Source: Capital IQ.
(c) EV calculated as: market capitalization + LT debt + capital leases - cash & cash equivalents + minority interest + preferred stock. EV excludes the impact of operating leases.
(d) Multiples calculated as a simple average of the GPCs' EV/EBITDA multiples per geography based on selected time period.
(e) Source: JP Morgan analysis; SBAC Adj. EBITDA removes the impact of straight-line revenue and expenses to align with AMT Adj. EBITDA.
(f) Source: Historical company financials.
(g) Stock prices as of 1/16/24
Detailed SOTP Indicates 25x EBITDA Multiple is Appropriate |
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PROJECT BOOTS
Fundamental Value Heatmap
32
2025-2028 CAGR / Average
Towerco AMT SBAC Towerco AMT SBAC
US Tower Metrics
US Revenue Per Tower 2 1 3 122,582 129,844 111,001
US Revenue Growth Per Tower 1 2 3 4.5% 2.6% 2.4%
US EBITDA Per Tower 2 1 3 86,944 101,534 85,252
US EBITDA Growth Per Tower 1 2 3 4.6% 2.8% 2.2%
US EBITDA Margin Per Tower 3 1 2 70.9% 78.2% 76.8%
Total Company Performance
Total Revenue Growth 2 1 3 4.5% 5.3% 3.4%
EBITDA Growth 2 1 3 4.6% 5.4% 3.2%
EBITDA Margin 1 3 2 70.9% 61.4% 69.5%
Unlevered Free Cash Flow Growth 2 1 3 5.5% 7.4% 2.6%
Dividend Payout as a % of AFFO 1 2 3 81.6% 61.1% 26.1%
Dividend Payout as a % of AFFO after Discretionary 1 2 3 90.0% 88.8% 36.1%
FX Exposure and Leverage
% of Non-US EBITDA 1 3 2 0.0% 46.0% 21.9%
% of Non-US Revenue 1 3 2 0.0% 57.6% 29.4%
Net Debt / EBITDA 2 1 3 4.72 4.41 6.04
Note: For Dividend Payout as a % of AFFO Before/After Discretionary, we have run out the 2023 metrics for AMT/SBA and are using the projection metrics for Towerco.
PF CCI #1 or #2 Except Margin/Tower |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Share Px Bridge: 25x 2025 - Headcount Reduction to AMT US
33 |
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PROJECT BOOTS
Share Price Sensitivity Tables
34
EBITDA Multiple Sensitivity 2025-2026
EBITDA % Price Change
EBITDA Multiple 2025 2026 2025 2026
23.0x $136.14 $143.34 22.7% 29.1%
24.0x $143.76 $151.25 29.5% 36.3%
25.0x $151.36 $159.15 36.4% 43.4%
26.0x $158.95 $167.06 43.2% 50.5%
27.0x $166.54 $174.96 50.0% 57.6%
28.0x $174.13 $182.86 56.9% 64.7%
Dividend Yield Sensitivity 2025-2026
Dividend Payout % Price Change
Div. Yield 2025 2026 2025 2026
3.00 % $153.95 $162.86 38.7% 46.7%
3.25 % $142.11 $150.33 28.0% 35.4%
3.50 % $131.96 $139.60 18.9% 25.8%
3.75 % $123.16 $130.29 11.0% 17.4%
4.00 % $115.46 $122.15 4.0% 10.0%
4.25 % $108.67 $114.96 -2.1% 3.6%
4.50 % $102.63 $108.57 -7.5% -2.2%
SOTP Analysis: 25x EBITDA - 2025 Trough EBITDA Used for Conservatism |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Towerco Plan: AFFO After Discretionary Capex
35
Interest savings impact to AFFO of $330mm more than bridges the $200mm top line impact of 2025 Sprint Churn |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Towerco Plan: Fiber Sale Price Sensitivity
Stock Price Calculation ($) as of December 2024
Assumed Tower Multiple (of 2025E Tower EBITDA)
18.0 x 19.0 x 20.0x 21.0 x 22.0 x 23.0 x 24.0 x 25.0 x 26.0 x 27.0 x 28.0 x
Fiber at Calc Fiber
Value ($)
9.3 x 10,488 94.90 102.24 109.58 116.92 124.25 131.59 138.93 146.26 153.60 160.94 168.27
10.1 x 11,334 96.29 103.74 111.18 118.63 126.07 133.51 140.96 148.40 155.85 163.29 170.74
11.1 x 12,461 98.21 105.80 113.39 120.99 128.58 136.17 143.76 151.36 158.95 166.54 174.13
12.1 x 13,589 100.20 107.95 115.69 123.44 131.19 138.93 146.68 154.43 162.17 169.92 177.67
13.1 x 14,716 102.28 110.18 118.09 126.00 133.91 141.81 149.72 157.63 165.53 173.44 181.35
14.1 x 15,844 104.44 112.52 120.59 128.66 136.74 144.81 152.89 160.96 169.04 177.11 185.18
% Calculated Stock Price Increase (%)
Assumed Tower Multiple
18.0 x 19.0 x 20.0 x 21.0 x 22.0 x 23.0 x 24.0 x 25.0 x 26.0 x 27.0 x 28.0 x
Fiber at
9.3 x -14.5% -7.9% -1.3% 5.3% 11.9% 18.5% 25.2% 31.8% 38.4% 45.0% 51.6%
10.1 x -13.3% -6.5% 0.2% 6.9% 13.6% 20.3% 27.0% 33.7% 40.4% 47.1% 53.8%
11.1 x -11.5% -4.7% 2.2% 9.0% 15.8% 22.7% 29.5% 36.4% 43.2% 50.0% 56.9%
12.1 x -9.7% -2.7% 4.2% 11.2% 18.2% 25.2% 32.1% 39.1% 46.1% 53.1% 60.1%
13.1 x -7.9% -0.7% 6.4% 13.5% 20.6% 27.8% 34.9% 42.0% 49.1% 56.3% 63.4%
14.1 x -5.9% 1.4% 8.6% 15.9% 23.2% 30.5% 37.7% 45.0% 52.3% 59.6% 66.8%
36
2025E EBITDA
Used for
Conservatism
Given Trough for
Sprint Churn.
Fiber Value ~$12,500 and Tower Multiple
Expansion to 25.0x |
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37
Conclusion
PROJECT BOOTS |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Two Paths Forward: Working Together vs Not Working Together
Plan A – CCI w/ Benefit of Boots Plan B – CCI w/o Benefit of Boots
• CCI adopts Boots work done to date into its committee
structure/process (Accelerate timeline by 6-months – 2024 closing)
• CCI begins work on fiber sale due diligence sensitivities and
conclusions (12-18 Month process extends into 2025 for CCI)
• Boots assigns to CCI 25 NDAs with potential fiber buyers/financing
sources that have been actively working for months
• CCI approaches all fiber buyers independently without Boots Fiber
NDAs, leading to fiber buyer/process confusion, risk and doubts
• Capture $1bn+ of tax benefits in 2024 for CCI and fiber buyers • Substantial and probable risk regarding loss of $1bn+ of tax benefits
• Expedited buyer regulatory review for 2024 closing • Delayed start to regulatory review
• Existing CCI advisors continue work through completion leveraging
Boots materials/process
• Comprehensive, world-class advisors, fiber experts and Company
founder and fiber experts excluded from CCI
• Engaged EY team is ready to transfer and support the go-forward+ • CCI advisors unnecessarily recreate completed Boots work
• Established team in place while formal CEO process continues • Continue formal CEO search during 2024 CCI proxy process
• Executive Chairman/Boots fills immediate leadership void • New CEO will need time to assess fiber sale, strategic plan, etc.
• Strategic plan vetted and direction defined • CCI Management/employee confusion continues, creating more
overall risk to 2024 fiber sale close, towers reboot and overall clarity
• Clear message to market/employees regarding leadership, strategy
and fiber
• Market confusion continues while CEO search, strategy, sale of fiber
and timing undefined – CCI proxy process uncertainty
38 |
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39
Q & A
PROJECT BOOTS |
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40
Let’s Work Together to Formalize and Accelerate Next Steps
PROJECT BOOTS |
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41
Appendix
PROJECT BOOTS |
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| ©2024 | Strictly Confidential - Do Not Transfer or Reproduce
PROJECT BOOTS
Towers per Employee
42
18
23
29
38
0
5
10
15
20
25
30
35
40
CCI - Current AMT - US CCI - 2013 AMT - Global |
Crown Castle (NYSE:CCI)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Crown Castle (NYSE:CCI)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025