TIME IS RUNNING OUT! VOTE TODAY FOR CRITICAL CHANGE AT CROWN CASTLE: BOOTS CAPITAL'S NOMINEES HAVE WORLD-CLASS SKILLS TO CREATE MEANINGFUL VALUE FOR SHAREHOLDERS AFTER A LOST DECADE OF UNDERPERFORMANCE
Boots is Committed to Working Collaboratively with Board and New CEO
Leading Independent Proxy Advisor Glass Lewis Agrees Crown Castle is a "Chronic Underperformer" and Recommends Shareholders Replace Long-Tenured Incumbent Directors
Boots Urges Shareholders to Vote the GOLD Proxy Card "FOR"
Your Vote Matters No Matter How Many Shares You Own. Crown Castle's Annual Meeting is taking place next
The following facts are indisputable:
- For over a decade,
Crown Castle's Board of Directors (the "Board") has consistently made poor, value-destructive decisions that have causedCrown Castle's total shareholder Return (TSR) to substantially lag behind its primary tower-company competitors, the benchmark REIT Index, and the S&P 500 Index. - The Board has spent more than
$22 billion on fiber assets currently worth approximately$12.5 billion 1 that have never earned back their cost of capital. Worse, the Board plans to spend another$1.4 billion on fiber in 2024. - Despite two attempts over four years to refresh the Board,
Crown Castle -- a tower company -- does not have a single independent director with tower-company operating experience. Since the first attempted refresh, CCI's TSR performance relative to its direct peers, American Tower (AMT) and SBA Communications (SBAC), is -542% and -153%, respectively. - In an effort to engage constructively,
Boots Capital has twice attempted to settle with the Company and has been dismissed out of hand.
LEADING INDEPENDENT PROXY ADVISORY FIRM, GLASS LEWIS, SAID IT BEST* WHEN IT RECOMMENDED FOR BOOTS NOMINEES TED MILLER AND
Re: Tower Industry Expertise That Gets Results :
- "In their place, we believe shareholders should support the election of Dissident Nominees Miller and Green, both of whom are former executives of the Company and appear to us to have extensive operational and execution experience in the tower industry."
- "In our view, Messrs. Miller and Green have been deeply enmeshed in the tower industry throughout their careers, and we believe this experience could be particularly beneficial to the Company at a time when the prevailing market view is that the Company should look to move away from its fiber business and focus more on its tower business."
Re: Directly Improving Boardroom Dynamics:
- "We also believe that having two of the Dissident Nominees replace two of the Management Nominees strikes an appropriate balance of adding prominent voices to the board with compelling expertise in the tower industry, while at the same time avoiding excessive disruption to the board as it proceeds with its strategic review and brings a new CEO into the mix."
- "We believe
Mr. Miller's history and experience on the Airgas board serves as a compelling counterargument to the board's contention thatMr. Miller is self-interested." - "Shareholders should also consider that Elliott holds significant equity positions in other fiber companies…we believe the foregoing equity positions of Elliott could raise speculation and questions regarding Elliott's underlying motivations for obtaining board representation at the Company."
- The actions could also raise questions about "whether Elliott might eventually push for a combination of the Company's fiber business… (and the resulting implications such a scenario would have on [Elliott director
Jason] Genrich's independence on the Company board)."
BOOTS CAPITAL'S NOMINEES PROVIDE EXPERTISE, EXPERIENCE AND A COLLABORATIVE APPROACH TO ASSIST CROWN CASTLE'S BOARD AND NEW CEO IN RESTORING THE COMPANY TO PROMINENCE
VOTE ON THE GOLD PROXY CARD TODAY "FOR" BOOTS CAPITAL'S NOMINEES
Shareholders must act decisively if they wish to safeguard their investment. EVERY VOTE MATTERS NO MATTER HOW MANY SHARES YOU OWN. We urge shareholders to protect the value of their investment by voting for our nominees using the GOLD proxy card no later than
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.
For more information, including voting instructions, visit our website www.RebootCrownCastle.com.
*
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.
1 Based on
SOURCE