This excerpt taken from the CCI 10-Q filed Nov 6, 2006.
In connection with your review of the information set forth in this report, you should carefully consider the factors discussed in Part 1, Item 1A. Risk Factors in our annual report on Form 10-K for the year ended December 31, 2005 and our other filings with the SEC. In addition to the factors discussed in our annual report on Form 10-K, additional risks and uncertainties related to contemplated Global Signal Merger should be considered including those discussed below.
The assets of Global Signal to be acquired in the merger may not perform as expected, which could have an adverse effect on the business, financial condition or results of operations of the combined company.
In evaluating the anticipated benefits of a potential transaction with Global Signal, we performed due diligence on Global Signals tower portfolio and other assets to be acquired in the merger, which due diligence included, among other things, analyzing tower locations, visiting select tower sites, evaluating radio frequency information, and evaluating potential carrier customer demand. The results of this due diligence were used to support assumptions that were made by us in creating financial models to evaluate the potential future performance of Global Signals assets and the combined company. There can be no assurances, however, that the towers and other assets of Global Signal will perform as expected by us based on its due diligence and provide the combined company with the benefits that have been anticipated. A variety of factors could cause these assets not to provide such benefits, including, among other things:
If Global Signals assets fail to perform as expected or the combined company fails to otherwise realize the anticipated benefits of Global Signals assets for these or other reasons, the business, financial condition or results of operations of the combined company could be adversely affected.
The Global Signal Merger is subject to waiting periods, and the receipt of consents and approvals from, or challenge by, various governmental entities, which may impose conditions on, jeopardize or delay consummation of, or reduce the anticipated benefits of the merger.
Completion of the merger is conditioned upon the receipt of any material governmental consents and approvals, including (i) the review of the transactions related to the merger by the Antitrust Division of the Department of Justice (DOJ) and the Federal Trade Commission (FTC), and the expiration or termination of the applicable statutory waiting period, and any extension thereof, under the Hart Scott Rodino Act of 1976 and (ii) approval by the FCC of any transfer to the surviving company of control over FCC licenses currently held or controlled by Global Signal.
At any time before or after the effective time of the merger, the DOJ, the FTC or others (including states and private parties) could take action under the antitrust laws, including seeking to prevent the merger, to rescind the merger or to conditionally approve the merger upon the divestiture of assets. There can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if a challenge is made, that it would not be successful.
These consents and approvals may impose conditions on, or require divestitures relating to, either or both of our or Global Signals divisions, operations or assets that could have an adverse effect on us or the combined company. These conditions or divestitures may jeopardize or delay completion of the merger or may reduce the anticipated benefits of the merger. Further, no assurance can be given that the required consents and approvals will be obtained or that the required conditions to closing will be satisfied. In addition, if all required consents and approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the approvals or that they will satisfy the terms of the merger agreement.
The Global Signal Merger is subject to certain conditions to closing that could result in the merger being delayed or not consummated, which could negatively impact our stock price and future business and operations.
Failure to consummate the merger could negatively impact our stock price and future business and operations. The merger is subject to customary conditions to closing, as set forth in the merger agreement. If any of the conditions to the merger is not satisfied or, where waiver is permissible, not waived, the merger will not be consummated. Any delay in the consummation of the merger or any uncertainty about the consummation of the merger could adversely affect the future businesses, growth, revenues and results of operations of either or both of the companies or the combined company. We can make no assurances that the merger will be consummated, that there will not be a delay in the consummation of the merger, that the merger will be consummated on the terms contemplated by the merger agreement or that the benefits of the merger will be the same as those anticipated.
Whether or not the Global Signal Merger is consummated, the announcement and pendency of the merger could cause disruptions in our business, which could have an adverse effect on our businesses and financial results.
Whether or not the merger is consummated, the announcement and pendency of the merger could cause disruptions in or otherwise negatively impact our business. Among other things:
These disruptions could be exacerbated by a delay in the consummation of the merger or termination of the merger agreement and could have an adverse effect on our business and financial results if the merger is not consummated or the business and financial results of the combined company if the merger is consummated.
If the Global Signal Merger is not consummated, we will have incurred substantial costs that may adversely affect our financial results and operations and the market price of our common stock.
We have incurred and will continue to incur substantial costs in connection with the proposed merger. These costs are primarily associated with the fees of our attorneys, accountants and financial advisors. In addition, we have diverted significant management resources in an effort to consummate the merger and are subject to restrictions contained in the merger agreement on the conduct of our business. If the merger is not consummated, we will have incurred significant costs, including the diversion of management resources, from which we will have received little or no benefit. Also, if the merger is not consummated under certain circumstances specified in the merger agreement, Global Signal or we may be required to pay the other party a termination fee of $139.0 million.
In addition, if the merger is not consummated, we may experience negative reactions from the financial markets and our collaborative partners, customers and employees. Each of these factors may adversely affect the trading price of our common stock and/or our financial results and operations.
The integration of Global Signal following the Global Signal Merger is expected to result in substantial expenses and may present significant challenges.
We may face significant challenges in combining Global Signals operations in a timely and efficient manner and retaining key Global Signal personnel. This integration will be complex and time-consuming. The failure to successfully integrate Global Signals business and to manage the challenges presented by the integration process successfully, including the retention of key Global Signal personnel, may result in the combined company and its stockholders not achieving the anticipated potential benefits of the merger.
Achieving the benefits of the merger will depend in part on the integration of Global Signals operations, wireless communications tower portfolio and personnel in a timely and efficient manner and the ability of the combined company to realize the anticipated synergies from this integration. This integration may be difficult and unpredictable for many reasons, including, among others, the size of Global Signals wireless communications tower portfolio and because our and Global Signals internal systems and processes were developed without regard to such integration. Successful integration of Global Signal also requires coordination of different personnel, which may be difficult and unpredictable because of possible cultural conflicts and differences in policies, procedures and operations between the companies and the different geographical locations of the companies and their assets. If the integration is not successful, the combined company might not realize the expected benefits of the merger, which could adversely affect the combined companys business and the value of our common stock after the merger.
We may incur substantial expenses in connection with the integration of the business, policies, procedures, operations and systems of Global Signal. There are a large number of systems that must be integrated, including management information, accounting and finance, sales, billing, payroll and benefits, lease administration systems and regulatory compliance.
Although we expect that the realization of efficiencies related to the integration of the Global Signal business may offset incremental transaction, merger-related and restructuring costs over time, no assurances can be made that this net benefit will be achieved in the near term, or at all, and there are a number of factors, some of which are beyond the combined companys control, that could affect the total amount or the timing of all of the expected integration expenses.
The issuance of shares of our common stock in conjunction with the Global Signal Merger will dilute the aggregate voting power of current stockholders.
If it is completed, the merger will dilute the ownership position of our current stockholders. Based on the number of shares of Global Signal common stock outstanding and the number of shares of our common stock outstanding, in each case on a fully-diluted basis, as of October 31, 2006, and depending on the aggregate amount of cash consideration that Global Signal stockholders elect to receive in the merger, a maximum of approximately 114.8 million, and a minimum of approximately 98.9 million, shares of Crown Castle common stock, on a fully-diluted basis, will be issued in the merger. Immediately after the merger, Global Signal stockholders will own between approximately 33% and 36% including Global Signal options and warrants, and Crown Castle stockholders will own between approximately 64% and 67% of the then outstanding shares of Crown Castle common stock on a basic basis. On a fully-diluted basis, Global Signal stockholders will own between approximately 31% and 34%, and Crown Castle stockholders will own between approximately 66% and 69% of the then-outstanding shares of Crown Castle common stock, in each case on a fully-diluted basis.
This excerpt taken from the CCI 10-Q filed May 5, 2006.
The following factors could affect our future results or cause actual results to vary materially from those described in our forward-looking statements. In addition to the information set forth in this report, you should carefully consider the factors discussed in Part 1, Item 1A Risk Factors in our annual report on Form 10-K for the year ending December 31, 2005 and our other filings with the SEC.
This excerpt taken from the CCI 10-K filed Mar 29, 2005.
You should carefully consider the risks described below, as well as the other information contained in this document, when evaluating your investment in our securities.