| Filed by Crown Castle International Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Global Signal Inc. Commission File No.: 001-32168 |
 1 Crown Castle International Acquisition of Global Signal October 6, 2006 |
 i
Additional Information and Where to Find It In connection with the proposed transaction, Crown Castle plans to file with the SEC a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus. INVESTORS AND SECURITY HOLDERS OF CROWN CASTLE AND GLOBAL SIGNAL ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CROWN CASTLE, GLOBAL SIGNAL, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders of Crown Castle and Global Signal will be able to obtain copies of the Registration Statement and the Joint Proxy Statement/Prospectus, when they become available, as well as other filings with the SEC that will be incorporated by reference into such documents, containing information about Crown Castle and Global Signal, without charge, at the SEC’s website at http://www.sec.gov. These documents may also be obtained for free from Crown Castle by directing a request to Crown Castle International Corp., Investor Relations, 510 Bering Drive, Suite 600, Houston, TX 77057 or for free from Global Signal by directing a request to Global Signal Inc. at 301 North Cattlemen Road, Suite 300, Sarasota, Florida 34232-6427, Attention: Secretary. |
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Participants in the Solicitation Neither Crown Castle nor Global Signal is currently engaged in a solicitation of proxies from the security holders of Crown Castle or Global Signal in connection with the proposed transaction. If a proxy solicitation commences, Crown Castle, Global Signal and their respective directors and executive officers and other members of management may be deemed to be participants in such solicitation. Information regarding Crown Castle’s directors and executive officers is available in Crown Castle’s Annual Report on Form 10-K for the year ended December 31, 2005, and the proxy statement, dated April 11, 2006, for its 2006 annual meeting of stockholders, which are filed with the SEC. Information regarding Global Signal’s directors and executive officers is available in Global Signal’s Annual Report on Form 10-K for the year ended December 31, 2005 and the proxy statement, dated April 12, 2006, for its 2006 annual meeting of stockholders, which are filed with the SEC. Additional information regarding the interests of such directors and executive officers will be included in the Registration Statement containing the Joint Proxy Statement/Prospectus to be filed with the SEC. |
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This presentation contains forward-looking statements that are based on management’s current expectations. Such statements include, but are not limited to plans, projections and estimates regarding (i) the contemplated Crown Castle and Global Signal merger, (ii) the timing and closing of the Crown Castle and Global Signal merger, (iii) the integration risks relating to the merger, (iv) the benefits of the Crown Castle and Global Signal merger, including strategic and operational benefits, expected growth, customer and shareholder value, synergy gains (and the timing of such synergy gains), leasing potential and (v) the impact of the Crown Castle and Global Signal merger on leasing opportunities, revenue, recurring cash flow (including recurring cash flow per share), Adjusted EBITDA, our customer base, total assets, capital structure, debt level, cost of debt and financial results. There are a number of important factors that could cause actual results or events to differ materially from those indicated by the forward-looking statements contained in this presentation, including: the ability to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure of Crown Castle and Global Signal shareholders to approve the transaction; the ability of Crown Castle to successfully integrate Global Signal’s operations and employees; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers and employees; competition and its effect on pricing, spending, third-party relationships and revenues. Additional factors that may affect future results are contained in Crown Castle’s and Global Signal’s filings with the Securities and Exchange Commission (“SEC”), including each company's Annual Report on Form 10-K for the year ended December 31, 2005, which are available at the SEC's website at http.//www.sec.gov. The information set forth herein speaks only as of the date hereof, and Crown Castle and Global Signal disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this press release. This presentation includes certain non-GAAP financial measures, including recurring cash flow and Adjusted EBITDA. Tables reconciling such non-GAAP financial measures are available at the end of this presentation and under the investor section of Crown Castle’s website at www.crowncastle.com. Forward-Looking Information |
 Transaction Summary & Operational Overview John Kelly Chief Executive Officer 3 |
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Transaction Summary Transaction Snapshot Benefits to Crown Castle Near and long-term accretive to recurring cash flow per share (3) Enhanced opportunity for growth Diversifies customer base Positions Crown Castle to leverage our experienced management team and industry-leading customer service across an unrivaled footprint Synergy opportunities (1) Including assumed debt (2) Assumes maximum cash election (3) Recurring cash flow per share is defined as Adjusted EBITDA less interest expense less
sustaining capital expenditures divided by common shares outstanding Crown Castle
to acquire Global Signal for approximately $5.8 Bn (1) in stock and cash – 1.61x exchange ratio – Cash election with “cap” of $550 mm aggregate cash consideration – Crown Castle shareholders to own approximately 68% (2) – Global Signal shareholders to own approximately 32% Global Signal is the third largest tower operator – 10,659 wireless tower sites – Strategic site locations with 78% of the towers in the top 100 BTA’s |
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Enhanced National Footprint Global Signal Sites Crown Castle Sites Over 23,000 U.S. Sites Combined • Los Angeles • Portland • Detroit • Las Vegas • Minneapolis-St. Paul • Milwaukee • Kansas City 6,600 sites added in the top 50 BTA’s with the following new markets: |
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U.S. Operational Overview 12% 12% 76% Business Overview #1 tower operator in the U.S. 22,189 wireless towers Q2 ’06 annualized pro forma Crown Castle results (1,2) – $1.2 Bn site rental revenue – $659 mm Adjusted EBITDA – $329 mm recurring cash flow (4) Annualized Site Rental Revenue (3) (1) Pro forma calculations provided on page 23, 24, and 25 (2) Pro forma Crown Castle defined as pro forma Crown Castle post acquisition of Global
Signal (3) Run-rate site rental revenue based on licenses as of August 2006 (4) Includes $39 mm of additional interest expense related to the acquisition of Global
Signal Big 4 Wireless Carriers Other Wireless Telephony Other |
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The Leading U.S. Tower Operator 73% of pro forma towers in the top 100 BTA’s (1) – Top 100 BTA’s represent 74% of US POPs – Higher proportion of expected carrier capex spending 66% with Verizon, Cingular or Sprint as the anchor tenant 3,715 more towers in the top 100 BTA’s than nearest competitor (1) Basic Trading Areas as defined by Rand McNally & Co and as used by the FCC to determine service areas for PCS wireless licenses (2) Towers based on public information for AMT & SBAC as of Q2 2006 Distribution 22,189 19,822 11,530 10,659 5,281 PF CCI AMT CCI GSL SBAC (2) Other Top 100 Top 50 Top 50 BTA’s Top 100 BTA’s # of Towers in top 100 BTA’s 56% 73% 16,291 50% 70% 8,023 62% 78% 8,268 47% 63% 12,576 26% 49% 2,568 (2) U.S. Wireless Towers |
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Broadcast Gov't & Other 9% T-Mobile 9% Other Wireless Telephony 12% Sprint 28% Cingular 23% Verizon 16% Paging 3% High-Quality Revenues Diversified, high-quality revenues 88% (1) wireless telephony 81% investment grade revenues Highest exposure to leading US wireless carriers (1) Run-rate site rental revenue based on licenses as of August 2006 Pro Forma Recurring Revenue (1) |
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Opportunity For Growth Crown Castle is Best Positioned Most towers in the top 50 and top 100 BTA’s Portfolio comprised primarily of acquired towers from Verizon, Cingular, Sprint and T-Mobile Strong relationships with Metro PCS, Leap, ClearWire and other emerging carriers Significant opportunity for increased lease up on acquired towers – Leverage Crown Castle’s proprietary leasing demand tools and industry leading customer service Drivers of Future Site Demand Carrier focus on improving network quality Subscriber growth Increasing usage (voice MOU, data) Wireline replacement Next generation network builds AWS auctions Sprint 4G WiMax builds |
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Synergy Potential Conservative synergy estimates used in our analysis Annual run-rate cost synergies of approximately $12 mm to $15 mm Low integration risk due to asset-intensive nature of business |
 Transaction details & financial impact Ben Moreland EVP, CFO 11 |
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Transaction Details Exchange ratio : 1.61x shares of Crown Castle shares for each share of Global Signal Form of transaction: Cash Election Merger Maximum cash consideration : $550 mm (up to 14% of total consideration based on GSL share price of $50.10) Governance: Crown Castle board to be increased by 3 members to 13 directors and Global Signal to nominate Wesley R. Edens, Robert H. Niehaus and David C. Abrams from Global Signal's directors Crown Castle management to retain existing positions Stockholders agreement: Fortress Investment Funds, Greenhill Capital Partners, L.P. and Abrams Capital, LLC, and Crown Castle have agreed to customary lockups and liquidity provisions including marketed secondary of at least $600 million within 90 days following closing Voting Agreement Fortress, Greenhill, and Abrams agree to vote shares representing approximately 40% of Global Signal's outstanding shares in favor of the transaction Break-up fee: 3.5% of Global Signal's equity transaction value Timetable: Closing expected Q1 2007 |
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Financial Highlights Attractive purchase price Near and long-term accretive to RCF / share, inclusive of dilution from $550 mm of new borrowings Increases expected revenue, Adjusted EBITDA, and RCF growth rates Lowers tower revenue growth required to achieve stated goal of 20-25% RCF/share growth Modestly increases leverage with pro forma interest coverage of >2x (1) Based on Q2 2006 annualized results, including Crown Castle’s acquisition of
Mountain Union Telecom in July 2006 and approximately $12.5 mm in annualized cost synergies Site Rental Revenue Per Tower ($ in thousands) $54.4 $50.6 $38.1 $24.6 $32.0 $46.0 CCI GSL PF CCI CCI GSL PF CCI (1) Site Rental Gross Margin Per Tower (1) |
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(1) Based on common shares outstanding at 07/31/2006 and closing share prices as of 10/05/2006 (2) Based on 06/30/2006 publicly available financial information; assumes repurchase of 10
¾% and 9 3/8% senior notes and $40 mm of cash Transaction Pricing Transaction value of approximately $5.8 Bn Premium paid of 12% Accretive to near and long-term recurring cash flow Q2 '06 Annualized ($ in millions, except per tower amounts) Crown Castle Global Signal Pro Forma Crown Castle Price/share at 10/05/06 $34.75 $50.10 $34.75 Price/share (1.61x) - $55.95 - # of shares (1) 201.6 70.2 298.8 Equity value (EV) $7,005 $3,929 $10,384 Net debt (2) $2,924 $1,844 $5,278 Preferreds and Minority Interest $338 - $338 Total firm value $10,267 $5,773 $16,000 Total wireless towers 12,915 10,659 23,574 FV / Towers ($ 000) $795 $542 $679 EV / Towers ($ 000) $542 $369 $440 |
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$542 $466 $440 $717 AMT CCI SBAC PF CCI Improved Shareholder Return Potential Equity capital per tower reduced by 19% Equity Capital Per Tower (1) Transaction enhances ability to achieve goal of 20 to 25% of annual RCF / share growth Efficient capital structure to convert growth in revenue to RCF / share 15% lower tower revenue growth required to achieve similar outcome as being a stand alone entity Total Capital Per Tower $878 $795 $736 $679 ($ in thousands) (1) Based on shares outstanding at 07/31/2006 and closing share prices on 10/05/2006
|
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Optimized Capital Structure 70% of its debt financed through low-cost securitized debt Majority of debt outstanding is not exposed to interest rate fluctuations until at least January 2012 Crown Castle’s approach to effectively utilizing its balance sheet for growth opportunities and share repurchases remains unchanged Debt Comparison with Peers ($ Bn) Net Debt / Adj. EBITDA (1) 8.16x 4.30x 9.06x Average Coupon (2) 5.9% 6.0% 6.9% Total Debt/ Enterprise 33% 19% 39% Value $5.3 $3.6 $1.5 PF CCI AMT SBA Securitized Bank/Bond/Other (1) Q2 2006 Annualized (2) Q2 2006 annualized interest expense / total debt for CCI and-AMT; SBA’s interest expense based on Q3 2006 outlook provided on 8/3/2006 |
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Pro Forma Financial Snapshot (1) Includes approximately $12.5 mm in cost synergies (2) PF Crown Castle includes approximately $39 mm additional interest expense from issuance
of $550 mm transaction debt; Crown Castle stand alone pro forma for 10
¾% and 9 3/8% senior note redemption (3) Crown Castle pro forma for acquisition of Mountain Union Net dilution resulting from $550 mm of new borrowings Q2 '06 Annualized ($ in millions) Crown Castle (3) Global Signal Transaction Adjustments Pro Forma Crown Castle (1,2) Tower revenue $703 $490 $1,193 Total revenue $801 $490 $1,291 Tower gross margin $491 $262 $754 TCF margin % 69.9% 53.6% 63.2% Adjusted EBITDA $434 $213 $12.5 $659 Interest expense $188 $90 $39 $317 Sustaining capex $13 $1 $14 Recurring cash flow $233 $122 ($27) $329 Shares outstanding at 07/31/2006 201.6 70.2 27.0 298.8 Recurring cash flow / share $1.16 $1.74 ($0.06) $1.10 |
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Pro Forma Capitalization Note: Pro forma for redemption of Senior Notes on August 1, 2006; financial data as of June
30, 2006; excludes restricted cash (1) Includes transaction expenses of $55
mm (2) Assumes $81 mm cash; excludes $312 mm of 6 ¼ % preferred stock (3) Excludes cost synergies; pro forma for acquisition of Mountain Union (4) Q2 ’06 pro forma annualized Adjusted EBITDA / pro forma interest expense Equity 65% Preferreds 2% Debt 33% Total Pro Forma Crown Castle Capitalization ($ in millions) Crown Castle Crown Castle Term Loan B $1,000 Sr. Secured Twr Revenue Notes $1,900 Bonds $64 Crown Castle Debt $2,964 Global Signal Feb. '06 Mortgage Loan $1,550 Dec. '04 Mortgage Loan $294 Capital leases $1 Total Global Signal Debt $1,845 New Pro Forma Transaction Debt (1) $550 Pro Forma Crown Castle Pro Forma Total Debt $5,359 Pro Forma Net Debt (2) $5,278 Q2 '06 Annual. Adjusted EBITDA (3) $647 Net Debt / Annualized Adjusted EBITDA 8.16x Pro Forma Interest Expense $317 Pro Forma Interest Coverage (4) 2.04x |
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Non-GAAP Financial Measures (Crown Castle) Crown Castle defines Adjusted EBITDA as net income (loss) plus cumulative effect of change
in accounting principle, income (loss) from discontinued operations, minority
interests, credit (provision) for income taxes, interest expense, amortization of deferred financing costs, interest and other income (expense), depreciation, amortization and accretion, operating stock-based compensation charges,
asset write-down charges and restructuring charges (credits). Adjusted EBITDA
is not intended as an alternative measure of cash flow from operations or operating results (as determined in accordance with Generally Accepted Accounting Principles (GAAP)). ($ in thousands, except per share and per tower amounts) Adjusted EBITDA for the quarter ended June 30, 2006 is computed as follows: Three Months Ended June 30, 2006 Net income (loss) (13,335) $
Income (loss) from discontinued operations, net of tax - Minority interests (4) Provision for income taxes 507 Interest expense and amortization of deferred financing costs 37,455 Interest and other income (expense) 2,939 Depreciation, amortization and accretion 69,374 Operating stock-based compensation charges 5,380 Asset write-down charges 1,522 Cumulative effect of change in accounting principle - Restructuring charges, including stock-based compensation charges - Adjusted EBITDA 103,838 $
|
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Other Calculations (Crown Castle) ($ in thousands) Site rental gross margin (tower gross margin) and annualized site rental gross margin for the
quarter ended June 30, 2006 is computed as follows: Three Months Ended June 30, 2006 Site rental revenue 169,160 $
Less: Site rental cost of operations (1) 50,927 Site rental gross margin 118,233 $
Annualized site rental gross margin 472,932 $
(1) Exclusive of amortization, depreciation and accretion |
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Non-GAAP Financial Measures (Global Signal) ($ in thousands, except per share amounts) Global Signal defines Adjusted EBITDA as net income (loss) before interest, income tax
expense (benefit), depreciation, amortization and accretion, gain or loss on
early extinguishment of debt, non-cash stock-based compensation expense, Sprint integration costs, straight-line portion of revenues and expense, gain or loss on sale of properties, gain or loss on derivative instruments and impairment loss on assets held for sale. Adjusted EBITDA
is not a measure of performance calculated in accordance with U.S. generally accepted
accounting principles, or "GAAP." Adjusted EBITDA, recurring cash flow, recurring cash flow per share, and annualized recurring cash flow per share for Global Signal for the quarter ended June 30, 2006 is computed as follows: Three Months Ended June 30, 2006 Net Income
(Loss) (16,970) $
Depreciation, amortization and accretion 42,648 Interest,
net 22,415 Sprint sites integration
costs 192 Straight-line portion of
revenues (4,430) Straight-line portion of
expense 8,777 Income tax expense
(benefit) 2 Loss on early extinguishment of
debt - Non-cash stock based compensation expense
4,867 (Gain) loss on sale of
properties 74 (Gain) loss on derivative
instruments - Reported Adjusted
EBITDA 57,575 $
Adjustment to comparable Adjusted EBITDA measure (1) (4,347) Adjusted EBITDA comparable to Crown Castle 53,228 $
Less: Interest expense and amortization of deferred financing costs 22,415 Less: Sustaining capital expenditures (2) 250 Recurring cash flow 30,563 $
Annualized recurring cash flow 122,252 Common Shares outstanding as of 06/30/2006 70,207 Recurring cash flow per share 0.44 $
Annualized recurring cash flow per share 1.74 $
(1) Crown Castle's and Global Signal's definitions of Adjusted EBITDA differ with
respect to the treatment of the straight-line portions of revenue and
expense. The adjustment removes the net difference of straight-line revenue and expense resulting in a comparable Adjusted EBITDA number. (2) Assumption based on number of towers at Q2 2006 |
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Other Calculations (Global Signal) Site rental gross margin (tower gross margin) and annualized site rental gross margin for Global Signal for the quarter ended June 30, 2006 is computed as follows: Three Months Ended June 30, 2006 Site rental revenue 122,467 $
Less: Site rental cost of operations (1) 56,872 Site rental gross margin 65,595 $
Annualized site rental gross margin 262,380 $
(1) Exclusive of amortization, depreciation and accretion |
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Pro Forma Reconciliations ($ in thousands, except per share and per tower amounts) Annualizedtotal revenue for Crown Castle,Global Signal and Pro Forma Crown Castleforthe quarter endingJune 30, 2006 is computed asfollows: CCI (1) GSL Pro Forma CCI Pro Forma CCI Annualized Site rental revenue 169,160 $
122,467 $
291,627 $
1,166,508 $
Pro forma Mountain Union 6,530 - 6,530 26,120 Service revenue 24,616 - 24,616 98,464 Total revenue 200,306 $
122,467 $
322,773 $
1,291,092 $
Annualized total revenue 801,224 $
489,868 $
1,291,092 $
Annualized Adjusted EBITDA for Crown Castle,GlobalSignal, andPro Forma Crown Castle forthe quarterendingJune 30, 2006 is computed asfollows: CCI (1) GSL Combined Synergies Pro Forma CCI Pro Forma CCI Annualized Q2 2006 Adjusted EBITDA (4) 103,838 $
53,228 $
157,066
$
3,125 $
160,191
$
640,764 $
Pro forma Mountain Union 4,625 - 4,625 - 4,625 18,500 Adjusted EBITDA 108,463 $
53,228 $
161,691
$
3,125 $
164,816
$
659,264 $
Annualized Adjusted EBITDA 433,852 $
212,912 $
646,764 $
12,500 $
659,264 $
Annualized recurringcash flowand recurring cashflow per sharefor Crown Castle, GlobalSignal and Pro Forma Crown Castle for the quarter ending June 30, 2006 iscomputed as follows: CCI (1) GSL New Transaction Debt Interest Pro Forma CCI Pro Forma CCI Annualized (1,2) Adjusted
EBITDA 108,463 $
53,228 $
-
$
161,691 $
646,764 $
Less: Interest expense and amortization of deferred financing costs 47,000 22,415 9,750 79,165 316,660 Less: Sustaining capital expenditures (3) 3,250 250 3,500 14,000 Add: cost synergies - - 3,125 3,125 12,500 Recurring cash flow 58,213 $
30,563 $
(6,625)
$
82,151 $
328,604 $
Annualized recurring cash flow 232,852 $
122,252 $
(26,500) $
328,604 $
Shares Outstanding at 6/30/2006 and
pro forma shares for PF Crown Castle 201,597 70,207 - 299,700 $
Annualized recurring cash flow per
share 1.16 $
1.74 $
1.10 $
(1)
Pro forma for Mountain Union acquisition (2) PF Crown Castle includes $39 mm
additional interest expense from issuance of transaction debt (3) Pro forma
sustaining capital expenditures assumption (4) Based on Crown Castle's Adjusted
EBITDA definition |
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Pro Forma Reconciliations ($ in thousands, except per share and per tower amounts) Annualized tower gross margin and tower gross margin per tower for Crown Castle, Global Signal
and Pro Forma Crown Castle for the quarter ending June 30, 2006 is computed as follows: CCI (1) GSL Pro Forma CCI Pro Forma CCI Annualized Site rental revenue 169,160 $
122,467 $
291,627 $
1,166,508 $
Less: site rental cost of operations (1) 50,927 56,872 107,799 431,196 Add: Pro forma Mountain Union 4,625 - 4,625 18,500 Site rental gross margin 122,858 $
65,595 $
188,453
$
753,812 $
Annualized site rental gross
margin 491,432 $
262,380 $
753,812 $
# Towers 12,915 10,659 23,574 Annualized site rental gross margin per tower 38.05 $
24.62 $
31.98 $
Annualized site rental and revenue site rental revenue per towerfor pro forma Crown Castle for
the quarter ending June 30, 2006 is computed as follows: CCI (1) GSL Pro Forma CCI Annualized site rental revenue 676,640 $
489,868 $
1,166,508 $
Annualized pro forma Mountain Union
26,100 - 26,100 Annualized pro forma site rental revenue 702,740 $
489,868 $
1,192,608 $
# Towers 12,915 10,659 23,574 Annualized site rental revenue per tower 54.41 $
45.96 $
50.59 $
Equity Capital Per Tower for Crown Castle, Pro Forma Crown Castle, American Tower, and SBAC for
the quarter ended June 30, 2006 is computed as follows: AMT CCI SBAC Pro Forma CCI Price/share on 10/05/06 36.70 $
34.75 $
25.06 $
34.75 $
# of shares
425.0 201.6 98.1 298.8 Equity value (EV) 15,598 $
7,005 $
2,459 $
10,384 $
Net debt (2) 3,512 3,262 1,428 5,616 Firm value 19,110 $
10,267 $
3,887
$
16,000 $
Tower Count (Wireless
towers only) 21,757 12,915 5,281 23,574 Equity Value Per Tower 717 $
542 $
466 $
440 $
Firm Value Per Tower 878 $
795 $
736 $
679 $
(1) Pro forma for Mountain Union acquisition (2) Pro forma for redemption of Senior Notes on August 1, 2006; financial data as of June 30,
2006; excludes restricted cash; assumes $40 mm cash for Crown Castle; assumes $81 mm cash for Pro Forma Crown Castle |
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Pro Forma Reconciliations ($ in millions, except per share amounts) NetDebtdivided by last quarter annualized Adjusted EBITDA for proforma Crown Castle, American Tower,and SBAfor the quarter endingJune 30, 2006 iscomputedasfollows: Pro Forma CCI AMT SBAC Total Debt (3) 5,359 $
3,603 $
1,505 $
Less:
Cash (81) (90) (77) Net Debt 5,278 $
3,512 $
1,428 $
Q2
2006 Adjusted EBITDA 162 $
204 $
39 $
Annualized (x4) 647 817.2 157.6 Net Debt / Annualized Adjusted EBITDA 8.16x 4.30x 9.06x Average Coupon forpro forma Crown Castle, American Tower, and SBAfor thequarter ending June 30,2006 iscomputedas follows: Pro Forma CCI AMT SBAC (4) Total Debt (3) 5,359 $
3,603 $
1,505 $
LQA
Interest Expense 317 217 104 Average Coupon (Interest / Debt) 5.91% 6.0% 6.9% TotalDebtto Enterprise Value for proforma Crown Castle, American Tower,andSBA forthe quarter endingJune 30, 2006 is computed asfollows: Pro Forma CCI AMT SBAC (4) Total Debt 5,359 $
3,603 $
1,505 $
Enterprise Value Debt 5,359 $
3,603 $
1,505 $
Less:
Cash (81) (90) (77) Net Debt 5,278 3,693 1,428 Minority Interest 26 - - Preferred Stock 312 - - Total 5,616 $
3,693 $
1,428 $
Market cap Shares (in millions) 298.8 425.0 98.1 Share price as of 10/05/2006 34.75 $
36.70 $
25.06 $
Market Cap 10,384 $
15,598 $
2,459
$
Total
Enterprise Value 16,000 $
19,291 $
3,887
$
Debt
/ Enterprise Value 33% 19% 39% (1) Pro forma for Mountain Union acquisition (2) Pro forma for redemption of Senior Notes on August 1, 2006; financial data as of June 30,
2006; excludes restricted cash; assumes $40 mm cash for Crown Castle; assumes $81 mm cash for Pro Forma Crown Castle (3) Does not include $312 mm of preferred stock (4) Based on Q3 2006 Outlook |