PROSPECTUS SUPPLEMENT
(To Prospectus dated March 26, 2018)
$3,250,000,000
Crown Castle International Corp.
$1,000,000,000 1.050% Senior Notes due 2026
$1,000,000,000 2.100% Senior Notes due 2031
$1,250,000,000 2.900% Senior Notes due 2041
We are offering
$1,000,000,000 aggregate principal amount of 1.050% Senior Notes due 2026 (2026 notes), $1,000,000,000 aggregate principal amount of 2.100% Senior Notes due 2031 (2031 notes) and $1,250,000,000 aggregate principal amount of
2.900% Senior Notes due 2041 (2041 notes and, together with the 2026 notes and the 2031 notes, notes). The 2026 notes will bear interest at a rate of 1.050% per year, the 2031 notes will bear interest at a rate of 2.100% per
year and the 2041 notes will bear interest at a rate of 2.900% per year, with interest on the 2026 notes payable on January 15 and July 15 of each year, beginning on July 15, 2021, and with interest on the 2031 notes and the 2041 notes payable on
April 1 and October 1 of each year, beginning on October 1, 2021. The 2026 notes will mature on July 15, 2026, the 2031 notes will mature on April 1, 2031 and the 2041 notes will mature on April 1, 2041.
We intend to use the net proceeds from this offering to (1) redeem or repurchase all of our outstanding 5.250% Senior Notes due 2023,
(2) repay approximately $400 million of our outstanding indebtedness under the CP Program (as defined in Capitalization), (3) repay $1 billion of the outstanding borrowings under the Term Loan A (as defined in
Capitalization) and (4) pay fees and expenses related to the foregoing. See Use of Proceeds.
At our option, we
may redeem some or all of the notes of a series at any time or from time to time prior to their maturity at the specified redemption price for such series described under Description of NotesOptional Redemption. If we experience
specific kinds of changes in control, we must offer to repurchase the notes. See Description of NotesRepurchase of Notes upon a Change of Control Triggering Event.
The notes will be senior unsecured obligations of Crown Castle International Corp. (CCIC) and will rank equally with all of
CCICs existing and future senior indebtedness, including CCICs obligations under the Credit Facility (as defined in Capitalization), the CP Program and CCICs existing bonds, and senior to all of CCICs future
subordinated indebtedness. The notes will effectively rank junior to all of our secured indebtedness to the extent of the value of the assets securing such indebtedness. The notes will be structurally subordinated to all existing and future
liabilities and obligations of our subsidiaries. Our subsidiaries will not be guarantors of the notes.
For a more detailed description of
the notes, see Description of Notes, beginning on page S-16 of this prospectus supplement.
We do not intend to apply for
listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation system.
Investing in the
notes involves risks. See Risk Factors beginning on page S-7 of this prospectus supplement, page 3 of the accompanying prospectus, page 10 of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 and page 37 of our Quarterly Report on Form 10-Q for the period ended September 30, 2020, as updated by reports and documents we file with the Securities and Exchange Commission that are incorporated by reference
herein.
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Per
2026
note
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Total
2026
notes
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Per
2031
note
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Total
2031
notes
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Per
2041
note
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Total
2041
notes
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Price to public(1)
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99.686
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%
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$
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996,860,000
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99.546
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%
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$
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995,460,000
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99.558
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%
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$
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1,244,475,000
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Underwriting discounts
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0.600
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%
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$
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6,000,000
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0.650
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%
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$
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6,500,000
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0.750
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%
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$
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9,375,000
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Proceeds to Crown Castle International Corp. (before expenses)(1)
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99.086
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%
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$
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990,860,000
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98.896
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%
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$
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988,960,000
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98.808
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%
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$
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1,235,100,000
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(1)
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Plus accrued interest, if any, from February 16, 2021.
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of
its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, as operator of the Euroclear System, against payment on or about February 16, 2021.
Joint Book-Running Managers
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Barclays
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BofA Securities
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Citigroup
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MUFG
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RBC Capital Markets
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BNP PARIBAS
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COMMERZBANK
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Credit Agricole CIB
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Deutsche Bank Securities
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Fifth Third Securities
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J.P. Morgan
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Mizuho Securities
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Morgan Stanley
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PNC Capital Markets LLC
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Scotiabank
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SMBC Nikko
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SOCIETE GENERALE
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TD Securities
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Truist Securities
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Co-Managers
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Citizens Capital Markets
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US Bancorp
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Wells Fargo Securities
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Prospectus Supplement dated February 8, 2021