SEC Comment Letter 0000000000-24-005148 to CROWN CASTLE INC. (CCI)
CROWN CASTLE INC.
Date: May 6, 2024 · CIK: 0001051470 · Accession: 0000000000-24-005148
AI Filing Summary & Sentiment
File numbers found in text: 001-16441
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United States securities and exchange commission logo
May 6, 2024
Donald J. Reid
Corporate Secretary
Crown Castle Inc.
8020 Katy Freeway
Houston, TX 77024
Re:Crown Castle Inc.
DEFA14A Filed May 3, 2024
File No. 001-16441
Dear Donald J. Reid:
We have reviewed your filing and have the following comments.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Defined terms used herein have the same meaning as in your soliciting materials.
DEFA14A Filed May 3, 2024
General
1.Refer to the following statements in the investor presentation:
•"As part of its lawsuit, Boots Capital sought . . . to object to the appointment of our
new CEO Steven Moskowitz to the Board and its resulting expansion of the Board"
(emphasis added) (page 26).
•"Boots has interfered with the Fiber review at multiple stages through unneeded
& baseless litigation . . . by seeking to keep our CEO, a critical input in the review, off
the Board" (emphasis added) (page 27).
Please provide support for these assertions in revised soliciting materials. Where
statements are recharacterized as opinions or beliefs, support representing an appropriate
factual foundation should still be provided where the statements appear. See Note (b) to
Exchange Act Rule 14a-9.
2.Refer to our last comment above. Provide support for your assertions on page 3 of the
FirstName LastNameDonald J. Reid
Comapany NameCrown Castle Inc.
May 6, 2024 Page 2
FirstName LastName
Donald J. Reid
Crown Castle Inc.
May 6, 2024
Page 2
investor presentation that "Ted Miller is attempting to gain control of Crown Castle . . ."
and "install himself as Executive Chair, or Chair in some capacity." Please revise to
provide support, given that Mr. Miller is only seeking a minority of Board seats.
3.Refer to our comments above and to the assertions on page 27 of the investor presentation
to the effect that Boots Capital's claimed buyers and financing sources are illusory. Please
provide support for these assertions in revised soliciting materials, and avoid making them
in any future materials without providing adequate support.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions