ITEM 7.01-REGULATION FD DISCLOSURE
On January 6, 2022, Crown Castle International Corp. ("Crown Castle") and
T-Mobile US, Inc. ("T-Mobile") announced that they entered into a long-term
agreement ("Agreement"). The following are additional details regarding the
Agreement:
•The 12-year Agreement includes contracted new tower leasing activity and a base
escalator that is consistent with historical levels for Crown Castle's Towers
segment. As a result, Crown Castle expects to recognize approximately $250
million of additional straight-lined site rental revenues for full year 2022 for
its Towers segment when compared to the Full Year 2022 Outlook issued on October
20, 2021.
•The Agreement also includes a contractual commitment by T-Mobile for 35,000 new
small cell nodes, including specific commitments in each of the next five years
to enter into contracts associated with identified small cell locations. The
majority of the committed small cell nodes are expected to be collocated on
existing Crown Castle fiber.
•Crown Castle anticipates the T-Mobile and Sprint network consolidation
contemplated in the Agreement will result in tower non-renewals in 2025 which
are expected to reduce site rental revenues by approximately $200 million.
Except for full year 2025, Crown Castle expects consolidated annual tower
non-renewals to remain in line with the Company's historical range of 1% to 2%
of annual site rental revenues.
•Crown Castle also anticipates the T-Mobile and Sprint network consolidation
will result in small cell non-renewals which are expected to reduce site rental
revenues by approximately $45 million, with the majority occurring in 2023. The
financial impact of the anticipated non-renewals is expected to be offset by
approximately $10 million per year during the corresponding small cell contract
term from the amortization of anticipated upfront payments to be made by
T-Mobile associated with certain of those non-renewals. Except for full year
2023, Crown Castle expects consolidated annual small cell non-renewals to remain
in line with the Company's historical range of 1% to 2% of annual site rental
revenues.
•Crown Castle's long-term annual growth target for its common stock dividend
remains 7% to 8%. Due to the network consolidation non-renewals in 2025
mentioned above, the Company expects its dividend growth in 2025 to be below its
long-term annual target.
The January 6, 2022 press release announcing the Agreement is furnished herewith
as Exhibit 99.1. The above disclosure does not purport to be a complete
statement of the parties' rights and obligations under the Agreement.
ITEM 9.01-FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Index
Exhibit No. Description
99.1 Press Release dated January 6, 2022
Cover Page Interactive Data File - the cover page XBRL tags are embedded
104 within the Inline XBRL document
The information in Item 7.01 of this Current Report on Form 8-K ("Form 8-K") and
Exhibit 99.1 attached hereto are furnished as part of this Form 8-K and shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of
that section, nor shall such information or exhibit be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Cautionary Language Regarding Forward Looking Statements
This Form 8-K, including Exhibit 99.1 furnished herewith, contain
forward-looking statements that are based on management's current expectations.
Such statements include plans, projections, expectations and estimates regarding
(1) the Agreement, including any benefits to be derived therefrom, (2) site
rental revenues and the impacts thereon from the Agreement, (3) T-Mobile and
Sprint network consolidation and the impacts thereof, including tower and small
cell non-renewals, (4) collocation on existing Crown Castle fiber, (5)
amortization of upfront payments and (6) our dividends, dividend targets and
dividend growth rate. Such forward-looking statements are subject to certain
risks, uncertainties and assumptions, including prevailing market conditions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those expected. More information about potential risks that could affect
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Crown Castle and its results is included in Crown Castle's filings with the
Securities and Exchange Commission. The term "including," and any variation
thereof, means "including, without limitation."
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