Acquisitions

WCP Acquisition

On January 12, 2012, the Company announced a definitive agreement to acquire certain subsidiaries of Wireless Capital Partners, LLC ("WCP"). On January 31, 2012 the Company closed the acquisition (“WCP Acquisition”). Upon closing, WCP held various contracts with wireless site owners, including approximately 2,300 ground lease related assets. The results of operations from WCP have been included in the consolidated statements of operations since the date of acquisition. The Company paid a purchase price that resulted in goodwill at CCUSA primarily because of the strategic opportunities.

The purchase price of $214.7 million includes $39.2 million of restricted cash and excludes the assumption of $336.3 million (after fair value adjustments) of debt. The Company utilized a portion of the borrowings under the senior secured term loans issued in January 2012 ("2012 Term Loans") to fund the cash consideration.

The preliminary purchase price allocation for the WCP Acquisition is based upon a preliminary valuation and the Company's estimates and assumptions, which are subject to change as the Company obtains additional information. The preliminary allocation of the total purchase price for the WCP Acquisition was primarily allocated to restricted cash, long-term prepaid rent, other intangible assets, deferred tax assets, goodwill and debt. The preliminary purchase price allocation to long-term prepaid rent was approximately $322.4 million and had a weighted-average amortization period of 38 years. See notes 4 and 5.

NextG Networks Acquisition

In December 2011, the Company entered into a definitive agreement to acquire NextG Networks, Inc. ("NextG") for approximately $1.0 billion in cash, subject to certain adjustments. On April 10, 2012, the Company closed the acquisition (“NextG Acquisition”). The results of operations from NextG have been included in the consolidated statements of operations since the date of acquisition.

Prior to the NextG Acquisition, NextG was the largest U.S. provider of outdoor DAS, a network of antennas connected by fiber to a communications hub designed to facilitate wireless communications for wireless carriers. Approximately 75% of NextG's nodes at the time of the acquisition were located in the ten largest metropolitan statistical areas in the U.S.

The Company utilized borrowings under the 2012 Term Loans to fund the cash consideration of approximately $1.0 billion.

The preliminary purchase price allocation for the NextG Acquisition is shown below. The preliminary purchase price allocation, including with respect to fixed assets, intangibles assets and certain liabilities, is based upon a preliminary valuation and the Company's estimates and assumptions, which are subject to change as the Company obtains additional information.



Preliminary Purchase Price Allocation
Current assets	$	74,246
Property and equipment	515,984
Goodwill	682,148
Other intangible assets, net	195,000
Other assets	4,251
Current liabilities	(86,433		)
Below-market tenant leases and other non-current liabilities	(330,045		)
Deferred income tax liabilities	(57,433		)
Net assets acquired	$	997,718

Subsequent to the closing of the NextG Acquisition, the Company finalized plans for the integration of NextG's operations and DAS into the Company's operations, including with respect to the Company's policies, procedures and systems. As a result, for the period ending June 30, 2012 the Company recognized integration costs of: (1) $3.4 million related to severance and retention bonuses payable to involuntarily terminated employees of NextG and (2) other incremental costs directly related to the integration of $3.3 million, including costs associated with temporary employees assisting with the NextG integration. These costs are classified as acquisition and integration costs in the Company's consolidated statement of operation and comprehensive income (loss).

Unaudited Pro Forma Operating Results

The following table presents the unaudited pro forma condensed consolidated results of operations of the Company as if the NextG Acquisition was completed as of January 1, 2011 for the periods presented below. The unaudited pro forma amounts are presented for illustrative purposes only and are not necessarily indicative of future consolidated results of operations.



	Six Months Ended June 30,
	2012		2011
Net revenues	$	1,172,450	$	1,061,257
Net income (loss)	$	101,989	$	57,918	(a)
Basic net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock, per common share	$	0.34	$	0.17
Diluted net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock, per common share	$	0.34	$	0.16

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(a)	Inclusive of $46.3 million in NextG stock-based compensation charges and $15.7 million in acquisition and integration costs.

The unaudited pro forma condensed consolidated results of operations include non-recurring pro forma adjustments predominately related to a $57.4 million decrease for the six months ended June 30, 2012 and a corresponding $57.4 million increase for the six months ended June 30, 2011 in income tax benefit related to the reversal of U.S. federal and state deferred income tax valuation allowances as a result of recording deferred tax liabilities.

See note 4 for discussion of goodwill and other intangible assets recognized in conjunction with the NextG Acquisition and note 6 for discussion of the income tax impact of the NextG Acquisition.