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CROWN FILES FOR STOCK OFFERING, CLOSES ON NOTES SALES

HOUSTON-Crown Castle International Corp. announced it filed a preliminary prospectus supplement covering up to 5 million shares, worth approximately $115 million, of its common stock owned by Robert and Barbara Crown.

Additionally, Crown Castle said it closed on two notes offerings and has received combined gross proceeds of approximately $275 million.

Shares from the prospectus supplement will be placed in a newly formed trust. The trust will issue hybrid securities, named DECS, that are linked to the registered shares, said Crown Castle. Investors in the DECS issued by the trust will receive the registered Crown Castle common stock or cash, at Robert Crown’s option, upon the maturity of the DECS in three years, or earlier on certain events, said Crown Castle.

The trust is unrelated to Crown Castle, and Crown Castle will not receive any proceeds from the offering of the DECS.

Robert Crown, a non-executive board member who has not had day-to-day operational duties with Crown Castle since the end of last year, said the purpose of the transaction is to provide increased liquidity by monetizing a majority of his holdings in efforts to address estate and tax-planning considerations, and to pursue non-competitive outside business interests.

The notes offerings included gross proceeds of $125 million of 9.5-percent senior notes due 2011, and approximately $150 million of 11.25-percent senior discount notes due 2011.

These securities were offered by Goldman, Sachs & Co. and Salomon Smith Barney, said Crown Castle. Net proceeds will be used to finance the recently announced BellSouth DCS transaction and for working capital and general corporate purposes.

In addition, Crown reported increased revenues of $77.5 million during the second quarter, up from revenues of $11.5 million during the same period last year. Tower cash flow for the quarter increased to $33 million from $3.7 million during the second quarter of last year.

The company said it constructed about three times as many towers during the second quarter as it has for any prior quarter.

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