Crown Castle Inc. (NYSE: CCI) (“Crown Castle” or the “Company”)
today sent a letter to shareholders in connection with its upcoming
2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”)
scheduled for May 22, 2024. Shareholders of record as of the close
of business on March 28, 2024 are entitled to vote at the 2024
Annual Meeting.
The full text of the letter follows and can be found at
www.VoteCrownCastle.com, along with Crown Castle’s definitive proxy
materials and other materials regarding the Board of Directors’
recommendations for the 2024 Annual Meeting.
Your Vote is Important to Protect Your
Investment and the Future of Crown Castle: Vote
the Enclosed WHITE Proxy Card
Today “FOR” ONLY the 12 Crown Castle Highly Qualified Director
Nominees
Dear Fellow Shareholders,
Our Board of Directors (the "Board") and management team are
focused on creating a strong Crown Castle that is well-positioned
to drive enhanced performance and shareholder value.
Over the past several months, we have executed on critical steps
and set a solid foundation for the future, including:
- Announcing the appointment of Steven J. Moskowitz, a tower
industry executive with 25+ years of experience, as Crown Castle’s
new President and CEO following a robust search process.
- Advancing the comprehensive strategic and operating review of
the Company’s fiber and small cell business underway by the Fiber
Review Committee of our Board, with the help of independent
financial and legal advisors.
- Strengthening our Board with the appointment of four new
independent directors over the past year, who collectively bring
valuable leadership, financial, and tower industry expertise,
shareholder representation and a commitment to the Company’s goal
of driving enhanced value creation.
As we move forward, our Board is committed to taking decisive
actions that it believes are in the best interests of shareholders,
even as Ted Miller, along with Boots Capital Management, LLC
(“Boots Capital”), continues to pursue his self-serving proxy
contest which threatens to disrupt the clear progress underway.
CROWN CASTLE CEO STEVEN J. MOSKOWITZ HAS
HIT THE GROUND RUNNING
A towers industry veteran who knows our business well, Mr.
Moskowitz has already hit the ground running in his new role as
Crown Castle CEO. His immediate priorities are working with the
Company’s Executive Management team to improve operational
execution and efficiencies while collaborating with the Fiber
Review Committee on ways to maximize shareholder value. Within his
first week at the Company, Mr. Moskowitz joined the Company’s first
quarter earnings call and provided an overview of his proven track
record of strong leadership, which has led to significant
shareholder value creation throughout his career.
The Board is confident that Mr. Moskowitz is the right leader to
guide Crown Castle’s strategy on the path ahead and, following a
robust and thoughtful search process, was unanimous in its
appointment of him as CEO. Mr. Moskowitz possesses the key skill
sets the Board was looking for, and brings a unique breadth and
depth of expertise in domestic and international towers and small
cell solutions to Crown Castle:
- Mr. Moskowitz spent 12 years in executive leadership roles at
American Tower Corporation, including seven years as Executive Vice
President and President of the U.S. Tower business. During his
tenure, American Tower became the largest and most profitable U.S.
wireless infrastructure company, tripling in size to more than
20,000 cell sites and expanding the indoor DAS network
division.
- Most recently, he served as CEO of Centennial Towers Holding
LP, where he established the company as a leading provider of
build-to-suit cell sites in Brazil, Colombia and Mexico.
- Prior to Centennial, Mr. Moskowitz served as the CEO of NextG
Networks, a provider of fiber-based small cell solutions. During
his tenure, he successfully scaled the business, significantly
increasing revenue and cash flow, and doubling the asset base prior
to its sale to Crown Castle in 2012.
The Board will also benefit from having its CEO, Mr. Moskowitz,
actively participating in the fiber review process. In fact, Mr.
Moskowitz has already provided valuable insights as Crown Castle
continues to make significant progress on its strategic and
operating review of the Company's fiber and small cell business,
and tower growth opportunities.
With Mr. Moskowitz at the helm, the Board believes that Crown
Castle is well positioned to build on its strong foundation as an
industry leader, execute on its strategic initiatives and drive
enhanced value for its shareholders.
FOLLOWING INITIAL FIBER REVIEW, CROWN
CASTLE HAS THE STRATEGIC FLEXIBILITY TO
MAXIMIZE VALUE
In January of 2024, the Fiber Review Committee
commenced its strategic and operating review of the Company’s fiber
segment, with the goal of enhancing and unlocking shareholder
value. Since then, the Fiber Review Committee has made significant
progress working with Morgan Stanley, BofA Securities, Paul, Weiss
and other leading industry consultants to determine the best path
forward for this business segment.
The Board’s analysis includes the following considerations
(among others):
- Valuation of the fiber solutions sub-segment, small cells
sub-segment, and the fiber segment as a whole;
- Evaluation of potential counterparties to a sale, merger or
joint venture transaction;
- Use of any resulting proceeds; and
- Pro forma financial impact of the various alternatives on the
remaining business of the Company, including the leverage, Adjusted
Funds from Operations (“AFFO”) accretion / dilution in the event of
separation.
The Board’s review has confirmed that Crown Castle has premier
assets in attractive markets throughout the United States and that
there are operational opportunities for enhanced performance. The
Company has taken steps to determine the optimal path to maximizing
the value of these assets, both within and outside of Crown Castle.
To help assess the potential value creation opportunities, Crown
Castle has engaged with multiple parties who have expressed
interest in a potential transaction involving all or part of our
fiber segment.
As this process progresses, the Board remains focused on moving
rapidly, yet methodically, on all initiatives in connection with
the fiber review to drive value for shareholders.
TED MILLER HAS TRIED TO CLOAK HIMSELF IN
A MANTLE OF GOOD GOVERNANCE WHILE PURSUING AN AGENDA DESIGNED TO
BENEFIT PRIMARILY HIMSELF AND HIS FAMILY AND FRIENDS
Mr. Miller, consistent with Boots Capital’s approach throughout
its campaign, has used rhetoric to attempt to position himself as
an advocate of good governance and beneficial change while we
believe his actions reveal his true motives: to obtain control of
the Company and, along with his son-in-law and two friends, execute
a self-serving agenda.
Mr. Miller’s preferred tactic has been to pursue a litigation
strategy that would impact Crown Castle’s most critical
initiatives, including:
- Impeding the progress of the Company’s strategic and operating
review of the fiber and small cell business;
- Attempting to delay the search for a new CEO; and
- Seeking to reduce the size of our director nominee slate after
we announced the expansion of the Board to enable Crown Castle’s
new CEO, Steven Moskowitz, to stand for election at the upcoming
2024 Annual Meeting.
Impeding the Progress of Our Strategic and Operating
Review of the Fiber and Small Cell Business
Mr. Miller first attempted to force a predetermined sale of
Crown Castle’s fiber and small cell business rather than allowing
our Board to conduct its robust and comprehensive process to
identify the most value-maximizing path forward for the
Company.
Specifically, Mr. Miller and Boots Capital:
- Hired external advisors, who provided their recommendations to
the Boots Capital team without the benefit of inside/non-public
information regarding the fiber segment, and thus offered opinions
that lacked detailed and current information about the Company that
would be essential to any accurate or meaningful assessment of this
part of the business;
- Claimed tax “savings” for the Company, attempting to generate a
false sense of urgency for a sale of the fiber segment based on a
flawed understanding of the tax “savings;”
- Claimed to have signed non-disclosure agreements with
“prospective buyers and financing sources” for the fiber segment,
only to later disclose in Boots Capital’s proxy statement that a
number of these parties were merely “potential investors in the
Boots Funds” and not explicitly interested in pursuing a
transaction with the Company; and
- Insisted on onboarding its own advisors for the fiber review
process and having shareholders assume the costs of its proposals,
regardless of the validity of its analyses or methods (which to
date it has provided no information to substantiate). Boots Capital
has estimated already-incurred costs to be approximately $5 million
and has demanded reimbursement from the Company.
Mr. Miller then sought a court order to stop the important work
of the Fiber Review Committee despite his claim that “when it comes
to executing the fiber sale, time is literally money.” Had he
succeeded, this would have hindered all progress toward a potential
transaction regarding the Company’s fiber segment for months.
Fortunately for Crown Castle’s shareholders, the judge rejected Mr.
Miller’s motion.
Attempting to Delay the Search for Crown Castle’s New
CEO
Additionally, while the CEO Search Committee was focused on
conducting its CEO search, Boots Capital sought a court order to
stall this work – and thereby extend the time that Crown Castle
would have operated with an interim CEO. Fortunately for Crown
Castle’s shareholders, Mr. Miller’s motion did not succeed.
Aiming to Prevent Crown Castle’s New CEO, Steven
Moskowitz, From Being Nominated to Stand for Election at the
Upcoming 2024 Annual Meeting
In his most recent motion, Mr. Miller sought to prevent the
Company from expanding the size of its Board, which was done to add
Mr. Moskowitz, our newly appointed President and CEO, as a director
at the time of his appointment. Although nearly all S&P 500
companies have their CEOs on their boards of directors and the
Company vigorously disputes Mr. Miller’s claims in his motion,
Crown Castle has decided not to include Mr. Moskowitz on its slate
of director nominees for the 2024 Annual Meeting to avoid the
distraction and expense of Mr. Miller’s litigation.
Mr. Moskowitz will serve as a director until the expiration of
his current term at the 2024 Annual Meeting and will continue to
serve as the Company’s President and CEO. All of the current
independent directors of the Board intend to vote to appoint Mr.
Moskowitz to the Board immediately after the 2024 Annual Meeting.
The Company and Mr. Moskowitz will continue to focus on advancing
initiatives aimed at creating value for shareholders.
TED MILLER’S ACTIONS CONTINUE TO
DEMONSTRATE THAT HE IS NOT ALIGNED WITH THE
INTERESTS OF SHAREHOLDERS
Mr. Miller continues to spread inaccurate and misleading
information in the market. Mr. Miller selectively disclosed that he
offered “significant concessions to end the proxy fight, including
eliminating Executive Chairman from [Boots Capital’s] proposal.”
First, he failed to disclose that his proposal was conditioned on
the Company appointing Mr. Miller as either Chair or Co-Chair of
the Board, and that he was unwilling to settle the proxy contest
without being appointed to such a position. The appointment of Mr.
Miller to a leadership role on the Board is wholly inappropriate
given his lack of relevant experience since leaving Crown Castle 22
years ago and is an exceedingly disproportionate level of control
and influence relative to Boots Capital’s ownership position of
0.18% of Crown Castle stock. Second, Mr. Miller failed to disclose
that his proposal was also conditioned on the Company terminating
our binding Cooperation Agreement with Elliott Investment
Management, L.P., which we have no ability to unilaterally
terminate, thereby making his proposal completely illusory. Third,
the Company intended to disclose the terms of Mr. Miller’s proposal
but Mr. Miller’s counsel, after consulting with Boots Capital,
informed the Company’s counsel that his proposal was
confidential.
To sum it up, we believe that Mr. Miller’s actions have
repeatedly demonstrated that he is not aligned with the interests
of shareholders and his repeated misleading statements should
disqualify him as a constructive and value-added member of the
Board. Given Mr. Miller’s self-serving actions, your Board
continues to believe that giving into Mr. Miller’s demands would
jeopardize Crown Castle’s growth prospects and optimization
initiatives, and diminish shareholder value.
PROTECT THE VALUE OF YOUR INVESTMENT IN
CROWN CASTLE:VOTE
THE WHITE PROXY CARD OR
VOTING INSTRUCTION FORM TODAY
The Board is taking decisive actions to improve the
Company’s business and drive value for shareholders. We believe
that Ted Miller’s self-interested agenda will disrupt the clear
progress underway, and that your current Board is best positioned
to strengthen Crown Castle and deliver on our
objectives.
We urge you to use the
enclosed WHITE proxy
card or voting instruction form and vote “FOR” ONLY the twelve (12)
nominees proposed by the Board: P. Robert
Bartolo, Cindy Christy, Ari Q. Fitzgerald, Jason
Genrich, Andrea J. Goldsmith, Tammy K. Jones, Kevin
T. Kabat, Anthony J. Melone, Sunit S. Patel, Bradley
E. Singer, Kevin A. Stephens and Matthew Thornton,
III (collectively, "Company Nominees").
Please note that your WHITE proxy
card or voting instruction form has more names on it than the 12
seats that are up for election, pursuant to the requirement that
our proxy card list Boots Capital’s nominees in addition to
the Company Nominees. Shareholders can
vote “FOR” less than 12 nominees at the
2024 Annual Meeting but cannot
vote “FOR” more than 12 nominees.
If you have already voted using a prior proxy card or voting
instruction form listing 13 Company Nominees, your vote for
all proposals will not be counted. Accordingly, you are
urged to re-vote using the WHITE proxy card or
voting instruction form listing 12 Company Nominees to ensure that
your vote is counted.
Your vote is extremely important no matter how many
shares you own. Please cast your vote in advance of
the 2024 Annual Meeting Annual Meeting (whether or not you plan to
attend the meeting) by marking, signing, dating and returning the
enclosed WHITE proxy card or voting
instruction form by mail in the postage-paid envelope provided, or
by voting via Internet or telephone following instructions on your
white proxy card or voting instruction form.
You may receive solicitation materials from Mr. Miller,
including an opposition proxy statement and gold proxy
card. The Board does NOT endorse Boots Capital’s
nominees or Boots Capital’s By-Laws Proposal and unanimously
recommends that shareholders discard any proxy materials
from Boots Capital. If you have already
submitted a gold proxy card, you can revoke such proxy and vote for
the Company Nominees and on the other matters to be voted on at the
2024 Annual Meeting in one of the ways outlined above. Only your
latest validly executed proxy card or voting instruction form will
count and you can revoke any proxy at any time prior to the 2024
Annual Meeting as described in the Company’s proxy statement.
Please mark your WHITE proxy card or
voting instruction form carefully and vote "FOR"
ONLY the 12 Company Nominees.
Thank you for your continued support.
Sincerely,
The Crown Castle Board of Directors
If you have any questions or require any assistance with voting
your shares, please call the Company’s proxy solicitor:
INNISFREE M&A
INCORPORATEDat(877) 717-3904
(toll-free from the United
States and Canada)or+1
(412) 232-3651 (from other locations).
Advisors
Morgan Stanley is serving as financial advisor, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP is serving as legal
counsel, to the Company.
About Crown Castle
Crown Castle owns, operates and leases more than 40,000
cell towers and approximately 90,000 route miles of fiber
supporting small cells and fiber solutions across every major U.S.
market. This nationwide portfolio of communications infrastructure
connects cities and communities to essential data, technology and
wireless service – bringing information, ideas and innovations to
the people and businesses that need them. For more information
on Crown Castle, please visit www.crowncastle.com.
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains forward-looking statements for
purposes of the safe harbor provisions of The Private Securities
Litigation Reform Act of 1995. Statements that are not historical
facts are hereby identified as forward-looking statements. In
addition, words such as “estimate,” “anticipate,” “project,”
“plan,” “intend,” “believe,” “expect,” “likely,” “predicted,”
“positioned,” “continue,” “target,” “seek,” “focus” and any
variations of these words and similar expressions are intended to
identify forward-looking statements. Examples of forward-looking
statements include (1) statements and expectations regarding the
process and outcomes of Company’s Fiber Review Committee, including
that it will help enhance and unlock shareholder value, (2) that
the actions set forth in this press release best position the
Company for long term success, including our Board’s regular
evaluation of all paths to enhance shareholder value, (3) that the
Company will benefit from the experience and insights of the
directors and the new CEO, and (4) that the Company will identify
the best path forward to capitalize on significant opportunities
for growth in our industry. Such forward-looking statements should,
therefore, be considered in light of various risks, uncertainties
and assumptions, including prevailing market conditions, risk
factors described in “Item 1A. Risk Factors” of the Annual Report
on Form 10-K for the fiscal year ended December 31,
2023 and other factors. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those expected.
Unless legally required, the Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
Our filings with the SEC are available through
the SEC website at www.sec.gov or through our
investor relations website at investor.crowncastle.com. We use
our investor relations website to disclose information about us
that may be deemed to be material. We encourage investors, the
media and others interested in us to visit our investor relations
website from time to time to review up-to-date information or to
sign up for e-mail alerts to be notified when new or updated
information is posted on the site.
Important Shareholder Information
The Company
filed a definitive proxy statement and
a WHITE proxy card with
the SEC in connection with its solicitation of proxies
for its 2024 Annual Meeting. THE COMPANY’S SHAREHOLDERS ARE
STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT, THE
ACCOMPANYING WHITE PROXY CARD, AND ANY
AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS, AS THEY CONTAIN
IMPORTANT INFORMATION. Shareholders may or will be able to obtain
the proxy statement, any amendments or supplements to the proxy
statement, and other documents without charge from the SEC’s
website at www.sec.gov.
Participant Information
The Company, its directors, director nominees, certain of its
officers, and other employees are or will be “participants”
(as defined in Section 14(a) of the U.S. Securities
Exchange Act of 1934, as amended) in the solicitation of proxies
from the Company’s shareholders in connection with the matters to
be considered at the 2024 Annual Meeting. The identity, their
direct or indirect interests (by security holdings or otherwise),
and other information relating to the participants is available in
the Company’s definitive proxy statement on Schedule 14A filed with
the SEC on April 11, 2024, on the section entitled
“Beneficial Ownership of Common Stock” (on page 90) and Appendix C
(on page C-1). To the extent the holdings by the
“participants” in the solicitation reported in the Company’s
definitive proxy statement have changed, such changes have been or
will be reflected on “Statements of Change in Ownership” on Forms
3, 4 or 5 filed with the SEC. All these documents are or will
be available free of charge at the SEC’s website
at www.sec.gov.
CONTACTS:Dan Schlanger, CFOKris Hinson, VP
& TreasurerCrown Castle Inc.713-570-3050
MEDIA:Andy Brimmer / Adam
PollackJoele Frank, Wilkinson Brimmer Katcher212-355-4449
Crown Castle (NYSE:CCI)
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