8-K 1 form8k.htm CURRENT REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): August 29, 2017
 
 
Crown Castle International Corp.
(Exact name of registrant as specified in its charter)
 

Delaware
001–16441
76-0470458
(State or other jurisdiction
 of incorporation)
(Commission
 File Number)
(IRS Employer
 Identification No.)

 
1220 Augusta Drive, Suite 600
 Houston, TX
77057
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (713) 570-3000
 
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
   
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 


 
ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
 
On August 29, 2017, Crown Castle International Corp., a Delaware corporation (“Borrower”), entered into Amendment No. 2 (“Amendment”) among the Borrower, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A. (“JPM”), as administrative agent, to the Credit Agreement dated as of January 21, 2016 (as amended, supplemented or otherwise modified, the “Credit Agreement”), by and among the Borrower, the lenders and issuing banks from time to time party thereto and JPM, as administrative agent.
 
The Amendment provides for, among other things, (a) the extension of the maturity date, from January 21, 2022 to August 29, 2022 (“Extension”), of the Borrower’s existing revolving credit facility (“Existing Revolving Credit Facility”) and existing term loan facility, each as provided under the Credit Agreement, and (b) after giving effect to the Extension, a $1.0 billion increase in the aggregate commitments under the Existing Revolving Credit Facility, such that the aggregate commitments under the Existing Revolving Credit Facility after giving effect to the Amendment are $3.5 billion.
 
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.  The Credit Agreement has been previously filed with, and is described in, the Borrower’s Current Report on Form 8-K dated January 22, 2016.
 
ITEM 2.03 — CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
 
The information in Item 1.01 is incorporated herein by reference.
 
ITEM 8.01 — OTHER EVENTS.

On August 29, 2017, the Borrower issued a press release announcing the effectiveness of the Amendment.  The August 29, 2017 press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS.
 
(d)
Exhibits
 
 
Exhibit
 No.
  
 
Description
10.1
  
Amendment No. 2 dated as of August 29, 2017, among Crown Castle International Corp., the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, to the Credit Agreement dated as of January 21, 2016, by and among Crown Castle International Corp., the lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent
99.1
  
Press Release dated August 29, 2017
 
 
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.
 
 
 
CROWN CASTLE INTERNATIONAL CORP.
  
       
 
By:
/s/ Kenneth J. Simon  
    Name:
Kenneth J. Simon
  
    Title:
Senior Vice President and
 General Counsel
  
       
 

Date: August 29, 2017
 

 
EXHIBIT INDEX