Boots Capital Has Unequivocally Stated It is
Not Seeking Control and is Committed to Working Collaboratively
with Crown Castle's Board and New CEO, Contrary to Falsehoods
Intended to Mislead Shareholders
Crown Castle Materials Make No Reference to
the Board's Repeated Rejections of Boots' Attempts to Settle Proxy
Fight
Crown Castle Board Deceptively Blames Boots
Capital for Board's Decision to Remove New CEO as a
Director
Insufficient Board 'Refresh' Has Produced
Negative TSR Relative to Peers Since 2020
Urges Shareholders to Vote the GOLD Proxy Card
"FOR" Boots Capital's Four Highly Qualified Director Nominees –
Ted Miller, Charles Green, David
Wheeler, and Tripp Rice – and
"WITHHOLD" on ALL Crown Castle Nominees
HOUSTON, May 6, 2024
/PRNewswire/ -- Boots Capital Management, LLC ("Boots Capital"), an
investment vehicle led by Ted B.
Miller, co-founder and former Chief Executive Officer of
Crown Castle Inc., (NYSE: CCI) ("Crown Castle" or the "Company"),
today issued the following statement in response to the misleading
investor presentation filed by Crown Castle in connection with its
upcoming 2024 Annual Meeting:
"Boots Capital began evaluating how Crown Castle's fiber assets
could be divested in August 2023 –
while Crown Castle was still publicly committed to its fiber
strategy – in large part driven by conversations with Company
shareholders. Repeatedly, we tried to engage constructively and
cooperatively with the Company by bringing them an actionable and
timely plan with a list of parties who will transact.
Crown Castle's Board continues to refuse to so much as look at
our analysis, which comprises hundreds of pages of detailed work.
It has since resorted to publicizing outright mistruths and attacks
on our motives and experience as a way to scare shareholders.
However, these are the same shareholders who have suffered under 10
years of Crown Castle's terrible underperformance and a corporate
governance approach that has been openly hostile to their
interests. Shareholders should not be fooled.
We need not review each falsehood point by point, but there are
a few key false claims that must be corrected:
First, Boots Capital does not seek direct or "de-facto
control" of Crown Castle and believes all Crown Castle directors
should be treated equally. Boots Capital is only seeking four
seats out of twelve and we have repeatedly stated we do not seek
the executive chairman role. Boots Capital originally made the
executive chairman request while the Company was in a leadership
crisis, after the abrupt resignation of the CEO and the ensuing
vacuum created by the Board's lack of a succession plan. We
intended to act as a leadership bridge and a resource for the
executive team during this time of uncertainty following key
personnel departures. During a March 19,
2024 meeting in San Diego
with Mr. Bartolo, we offered to settle the proxy fight for two
directors with no executive chairman or committee representation.
This offer was rejected.
Moreover, in a conversation with Mr. Bartolo and Mr. Moskowitz
on April 29, 2024, we reiterated our
settlement proposal of two directors and were clear again that this
offer did not involve an "executive chairman" nor a "co-chairman"
request. This offer was also rejected, yet the Company continues to
knowingly and blatantly promote a false narrative that we are
seeking control despite these facts.
Second, we plan to work constructively with Crown's
new CEO and vocally supported his appointment to the Board. In
several places, the Company's recent presentation accuses Boots
Capital of "objecting to the appointment of the new CEO,
Steven Moskowitz to the Board." We
specifically did not object to Mr. Moskowitz's board appointment
when we objected to the Board's last-minute increase in the total
number of board seats from 12 to 13 in the middle of a proxy fight.
Rather, we informed the Company the right decision would be to
remove one of the Board's more tenured directors, who has presided
over significant and lengthy value destruction, to allow Mr.
Moskowitz to be on the Board. In fact, the Board, not Boots
Capital, made the decision to remove Mr. Moskowitz.
In our view, Crown Castle's Board is more focused on words than
actions and has put forth no credible plan to reverse years of
underperformance while shareholders have been left to suffer.
Despite the Board's repeated focus on its "refresh" as evidence of
positive change, Crown Castle's share performance has only worsened
since its 2020 board turnover, while its direct peers, AMT and
SBAC, have seen relative TSR of 542% and 153%, respectively, over
that period. The fact is that despite agreeing to review fiber
after attacks from Elliott beginning in 2020, the Board has
continued to make the wrong decisions. Crown Castle's core towers
business remains neglected – over the past ten years, the Company
has not grown its tower count and has become 38% less efficient –
the Company has invested $4.4bn in
fiber since the end of 2019, and capital continues to be invested
behind the fiber strategy, with an additional $1.4bn budgeted for 2024 alone. Shareholders
should never confuse window dressing with results.
We also question why Crown Castle changed the peer index it uses
to benchmark its performance in its recent presentation. In its
definitive proxy statements for this year and last, the Company
used the FTSE NAREIT All Equity REITs Index as its reference, but
in its recent investor presentation, the Company suddenly pivots to
using the iShares US Telecommunications ETF. We believe this
reflects a desperate attempt to cherry-pick performance that is not
indicative of where the Company stands today. In fact, the fund
does not even hold Crown Castle shares – and shareholders cannot be
made to forget the fact that Crown Castle's TSR relative to its
direct peers has worsened over the prior 1-, 3-, 5-, 7-, and
10-year periods.
Shareholders deserve better. Boots Capital's four highly
qualified nominees have sought to collaborate with Crown Castle's
Board and be an additive resource to the new CEO, who needs
supportive directors capable of helping him execute a meaningful
transformation to create long-term value for shareholders. We are
not seeking control. Rather, we are seeking to thoughtfully
contribute to the reboot of Crown Castle by bringing the public
tower company operating and corporate finance experience necessary
to help repair more than a decade of underperformance and
mismanagement."
WE URGE YOU TO VOTE ON THE GOLD PROXY CARD
TODAY "FOR" BOOTS CAPITAL'S FOUR HIGHLY-QUALIFIED NOMINEES
We are asking for your support to help us create long-term,
sustainable value at Crown Castle. We urge you to protect the value
of your investment and vote the GOLD proxy card today. With your
vote, we will be one step closer to ensuring Crown Castle is on a
better path to creating lasting shareholder value.
Please vote "FOR" Boots Capital's Nominees on the GOLD proxy
card TODAY.
You can vote by Internet or by signing and dating the enclosed
GOLD proxy card or GOLD voting instruction form and mailing it in
the postage paid envelope provided. We urge you NOT to vote using
any white proxy card or voting instruction form you receive from
Crown Castle. Please discard the white proxy card.
If you have any questions about how to vote your shares, please
contact our proxy solicitor, Morrow Sodali, by telephone
1-800-662-5200 or 203-658-9400 or email at
Boots@info.morrowsodali.com.
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
The participants in the proxy solicitation are Boots Parallel 1,
LP, Boots, LP, Boots Capital Management, LLC ("Boots Capital"),
Boots GP, LLC, 4M Management
Partners, LLC, 4M Investments, LLC,
WRCB, L.P., 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 Capital and the other Participants have filed a definitive
proxy statement and accompanying GOLD proxy card (the "Definitive
Proxy Statement") with the Securities and Exchange Commission (the
"SEC") on April 22, 2024 to be used
to solicit proxies for, among other matters, the election of its
slate of director nominees at the 2024 annual meeting of
stockholders of Crown Castle Inc., a Delaware corporation ("Crown Castle" or the
"Corporation").
IMPORTANT INFORMATION AND WHERE TO FIND IT
BOOTS CAPITAL STRONGLY ADVISES ALL STOCKHOLDERS OF CROWN CASTLE
TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR
SUPPLEMENTS TO SUCH DEFINITIVE PROXY STATEMENT, AND OTHER PROXY
MATERIALS FILED BY BOOTS CAPITAL AS THEY CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE
SEC'S WEBSITE AT WWW.SEC.GOV AND AT BOOTS CAPITAL'S WEBSITE AT
WWW.REBOOTCROWNCASTLE.COM. THE DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE
CORPORATION'S STOCKHOLDERS. STOCKHOLDERS MAY ALSO DIRECT A REQUEST
TO THE PARTICIPANTS' PROXY SOLICITOR, MORROW SODALI LLC, 430 PARK
AVE., 14TH FLOOR, NEW YORK, NEW
YORK 10022 (STOCKHOLDERS CAN CALL TOLL-FREE: (800)
662-5200).
Information about the Participants and a description of their
direct or indirect interests by security holdings or otherwise can
be found in the Definitive Proxy Statement.
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content:https://www.prnewswire.com/news-releases/boots-capital-encourages-shareholders-to-ignore-crown-castles-distracting-misrepresentations-and-judge-director-candidates-on-the-merits-302136678.html
SOURCE Boots Capital Management, LLC
