AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
of Report (Date of earliest event reported): January 26,
Castle International Corp.
Name of Registrant as Specified in its Charter)
of Principal Executive Office)
telephone number, including area code: (713) 570-3000
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act
communications pursuant to Rule 13e-4(c) under the Exchange Act
1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
January 26, 2007, Crown Castle Operating Company (“Borrower”), a subsidiary of
Crown Castle International Corp. (“Company”), and the Company entered into a
term loan joinder (“Term Loan Joinder”) with the lenders named therein, pursuant
to which such lenders agreed to provide the Borrower with a $600 million
secured term loan (“Term Loan”) under the Borrower’s existing credit facility
(“Credit Facility”) dated as of January 9, 2007.
Credit Facility now provides for aggregate commitments of $850 million,
consisting of (i) a $250 million senior secured revolving credit facility
(“Revolving Facility”), which will mature on January 8, 2008, and (ii) the Term
Loan, which will mature on January 26, 2014.
under the Term Loan bear interest at a rate per annum, at the Borrower’s
election, equal to the prime rate of The Royal Bank of Scotland plc plus
or LIBOR plus 2.00%. Interest on prime rate loans is due monthly, while interest
on LIBOR loans is due at the end of the interest period (one, two, three
months) for which such LIBOR rate is in effect.
guarantees, security provisions, events of default and covenants of the Term
Loan are the same as those of the Revolving Facility under the Credit
January 19, 2007, the Company entered into a stock purchase agreement (“Stock
Purchase Agreement”) with certain investment funds affiliates with Fortress
Investment Group LLC, Greenhill Capital Partners, LLC and certain of its
affiliate investment funds and certain investment funds affiliated with Abrams
Capital (collectively, “Stockholders”), pursuant to which the Company agreed to
purchase 17,713,819 shares of its common stock from the Stockholders (“Stock
Repurchase”). On January 26, 2007, the Company used the proceeds of the Term
Loan to consummate the Stock Repurchase.
summary of the Term Loan Joinder, the Credit Facility and the Stock Purchase
Agreement is qualified in its entirety be reference to the complete terms
provisions of the Term Loan Joinder filed herewith as Exhibit 10.1, the Credit
Facility previously filed by the Company on Form 8-K on January 11, 2007,
the Stock Purchase Agreement previously filed by the Company on Form 8-K
January 23, 2007.
2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
1.01, which is incorporated by reference.
9.01 -- FINANCIAL STATEMENTS AND EXHIBITS
Loan Joinder, dated January 26, 2007, among Crown Castle International
Corp., Crown Castle Operating Company, the lenders named therein,
Royal Bank of Scotland plc, as administrative
to the requirements of the Securities Exchange Act of 1934, the registrant
duly caused this report to be signed on its behalf by the undersigned hereunto