Boots Capital Sends Letter to Shareholders Highlighting Crown Castle Board's Failures to Deliver Promised Changes While Presiding Over a Decade of Underperformance
Urges Shareholders to Vote the GOLD Proxy Card "FOR"
The full text of the letter is below and available at www.RebootCrownCastle.com:
Dear Fellow Crown Castle Shareholders:
You face an important choice on
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Support the Company's incumbent directors, who are responsible for pursuing a fiber strategy that has cost shareholders more than |
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Vote for |
Despite its numerous strategic and operational missteps and governance failures, the Board wants shareholders to vote for every one of its current Board members. Notably, in all of its materials, the Company has said nothing about the Board and management's abysmal financial performance, why they pursued a capital allocation plan that led to a debt-fueled dividend, or how they let much of the Company's senior-most talent walk out the door with no succession plan. Rather, the only thing this Board can try to do is misrepresent the vast tower industry expertise, experience and skillsets of our nominees and our intentions, while promising the change they have failed to deliver for over a decade. With its repeated strategic failures, poor governance, poor communication and lack of leadership, the Board has proven that it is more focused on entrenchment than complying with its fiduciary duty and cannot be trusted to do the right thing for shareholders. Shareholders should not be fooled.
BOOTS CAPITAL'S NOMINEES HAVE THE OPERATIONAL EXPERTISE, PLAN, AND LEADERSHIP TO RESTORE CCI'S VALUE.
Total Shareholder Return (TSR) Performance
Under the Crown Castle Board:
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Across the terms of all of |
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During |
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Capital Allocation
Under the Crown Castle Board:
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The Company has made a series of poor capital allocation decisions, including selling off valuable international assets and investing |
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Meanwhile, |
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Our candidates have a comprehensive plan for |
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Our detailed capital allocation plan outlines how |
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Furthermore, our plan represents an informed perspective based on decades of experience in the tower industry about how to create long-term shareholder value at |
Dividend Policy
Under the Crown Castle Board:
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Over the last five years, the Crown Castle Board has taken on |
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We have proposed two approaches to achieving a long-term, sustainable dividend policy: (1) maintain the dividend at its current level with limited incremental borrowing through 2029, or (2) reduce the dividend such that it is paid entirely out of cashflow. Our plan offers the Company and shareholders flexibility that it currently does not have. |
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Our plan to sell fiber and focus on |
Operational Execution
Under the Crown Castle Board:
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The Board oversaw the closing and reopening of |
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In the last twelve months, the Board has jeopardized |
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The Company began a process exploring sale-lease-back transactions for the ground interests underneath |
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We have a strategic plan backed by hundreds of pages of analysis and findings, including a fully populated data room with a full suite of diligence materials and 25 prospective buyers and financing sources for |
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Our nominees have 50 years of combined tower industry experience, including serving on over 15 global public and private company boards, leading over 25 carveouts and sale leasebacks in 15 countries across 5 continents, that would fill the Board's total void of tower operating expertise. They have also raised billions of dollars from the public and private capital markets and advised on numerous M&A transactions. We bring the vision and capability necessary to execute a value-enhancing strategy that would guide the Company through a complex, mandatory business transformation representing the best path forward for |
Corporate Governance
Under the Crown Castle Board:
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The Company's approach to dealing with |
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The Board failed to implement a timely CEO succession plan – a primary obligation of any board – and spent months conducting a CEO search that only recently concluded. As a result, the Company currently pays the equivalent of three Chief Executive Officers, including paying interim CEO/director |
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The Board failed to link executive compensation to ROIC metrics, awarding its two most recent CEOs, |
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New directors added in recent years have failed to bring promised changes to fiber and the Company's poor performance. After the Company elected three new directors in 2020 under pressure from the first Elliott approach, it did not undergo a strategic review process or adjust overspending on fiber as it had promised. Instead, as a result of the Board's continued inaction, performance has suffered, as has the Company's credibility with shareholders, capital markets, and customers. The numbers speak for themselves: since the 2020 directors were appointed, |
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Our nominees collectively bring the shareholder alignment and governance track records to enhance |
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In addition to being the co-Founder and former Chairman and CEO of |
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Electing our nominees and implementing |
Human Capital
Under the Crown Castle Board:
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In |
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In |
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We believe our detailed, actionable plan for the near and long-term future of the Company will help stop the 'brain drain' of executive departures and restore stability to |
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If elected, our nominees would work diligently to support |
Shareholder Engagement
Under the Crown Castle Board:
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Since |
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Over the past seven + months, we have engaged in dialogue with |
WE URGE YOU TO VOTE "FOR" BOOTS CAPITAL'S FOUR HIGHLY QUALIFIED NOMINEES
We are asking for your support to help us create long-term, sustainable value at
Please vote "FOR"
You can vote by Internet or by signing and dating the enclosed GOLD proxy card or GOLD voting instruction form and mailing it in the postage paid envelope provided. We urge you NOT to vote using any white proxy card or voting instruction form you receive from
If you have any questions about how to vote your shares, please contact our proxy solicitor, Morrow Sodali, by telephone 1-800-662-5200 or 203-658-9400 or email at Boots@info.morrowsodali.com.
We thank you for your support.
Sincerely,
Ted Miller Chuck Green David Wheeler
INVESTOR AND MEDIA CONTACTS
Investors:
By Phone: 1-800-662-5200 or 203-658-9400
By Email: Boots@info.morrowsodali.com
Media:
By Phone: 212-257-4170
By Email: bootscapital@gasthalter.com
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information herein contains "forward-looking statements." Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe the Participants' (as defined below) objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if the underlying assumptions of
Certain statements and information included herein have been sourced from third parties.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
The participants in the proxy solicitation are Boots Parallel 1, LP,
IMPORTANT INFORMATION AND WHERE TO FIND IT
BOOTS CAPITAL STRONGLY ADVISES ALL STOCKHOLDERS OF CROWN CASTLE TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO SUCH DEFINITIVE PROXY STATEMENT, AND OTHER PROXY MATERIALS FILED BY BOOTS CAPITAL AS THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE
Information about the Participants and a description of their direct or indirect interests by security holdings or otherwise can be found in the Definitive Proxy Statement.
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