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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

Date
May 6, 2024
Author
Not clearly detected
Form
UPLOAD
Company
CROWN CASTLE INC.

Letter

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

Show Raw Text
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