ITEM 7.01 – REGULATION FD DISCLOSURE
In a preliminary offering memorandum dated October 3, 2012 (the “Preliminary Offering Memorandum”) to be distributed to prospective investors in connection with the proposed private notes offering described under Item 8.01 of this Form 8-K, Crown Castle International Corp. (the “Company”) intends to disclose certain information that updates certain prior disclosures of the Company. Pursuant to Regulation FD, the Company is furnishing herewith such information, excerpted from the Preliminary Offering Memorandum, as Exhibit 99.1 to this Form 8-K.
The information in this Form 8-K furnished pursuant to Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 8.01 – OTHER EVENTS
On October 3, 2012, the Company issued a press release announcing its intention to offer $1.65 billion aggregate principal amount of senior notes due 2023 (the “Notes”) in a private offering, subject to market and other conditions. The October 3rd press release is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
The Notes will not be registered under the Securities Act or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. |
Description |
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| 99.1 |
Excerpts from the Preliminary Offering Memorandum, dated October 3, 2012
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| 99.2 |
Press Release, dated October 3, 2012
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The information in this Form 8-K furnished pursuant to Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CROWN CASTLE INTERNATIONAL CORP. |
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By:
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/s/ E. Blake Hawk |
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Name: E. Blake Hawk |
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Title: Executive Vice President and General Counsel |
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Date: October 3, 2012
EXHIBIT INDEX
| Exhibit No. |
Description |
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| 99.1 |
Excerpts from the Preliminary Offering Memorandum, dated October 3, 2012
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| 99.2 |
Press Release, dated October 3, 2012
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