pos-am.htm
As filed with the Securities and Exchange Commission on December 15, 2014
Registration Statement File No. 333-106728
Registration Statement File No. 333-41106
Registration Statement File No. 333-37354
Registration Statement File No. 333-94821
Registration Statement File No. 333-83395
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-106728)
POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-41106)
POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-37354)
POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-94821)
POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-83395)
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
 
Crown Castle International Corp.
(Exact name of registrant as specified in its charter)
 
Delaware
 
76-0470458
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
1220 Augusta Drive
Suite 600
Houston, TX 77057
(713) 570-3000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
 
Jay A. Brown
Chief Financial Officer
Crown Castle International Corp.
1220 Augusta Drive, Suite 600
Houston, TX 77057
(713) 570-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies to:
Stephen L. Burns
Johnny G. Skumpija
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
E. Blake Hawk
General Counsel
Crown Castle International Corp.
1220 Augusta Drive, Suite 600
Houston, TX 77057
(713) 570-3000
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
 x  
Accelerated filer
 o
         
Non-accelerated filer
 o
(Do not check if a smaller reporting company)
Smaller reporting company
 o
 
 
 
 
 
 
EXPLANATORY NOTE/DEREGISTRATION OF UNREGISTERED SECURITIES
 
The Registrant is filing these Post-Effective Amendments No. 1 (“Post-Effective Amendments”) to the following Registration Statements on Form S-3 (“Registration Statements”), which have been previously filed with the Securities and Exchange Commission:
 
 
i.
 
Registration No. 333-106728 originally covering 15,597,783 shares of common stock for resale by selling securityholders;
 
  
 
ii.
 
Registration No. 333-41106 for an indeterminate number of debt securities, preferred stock, common stock and warrants;
 
  
 
iii.
 
Registration No. 333-37354 for an indeterminate number of shares of common stock and preferred stock and originally covering 24,942,360 shares of common stock for resale by selling stockholders;
 
  
 
iv.
 
Registration No. 333-94821 for the resale by selling securityholders of an indeterminate number of (i) shares of 8 1/4% series A and series B convertible preferred stock, (ii) warrants to purchase common stock and (iii) shares of common stock issued upon conversion of the convertible preferred stock, as dividend payments in respect of the convertible preferred stock and upon exercise of the warrants; and
 
  
 
v.
 
Registration No. 333-83395 for an indeterminate number of debt securities, preferred stock, common stock and warrants and originally covering 15,000,000 shares of common stock for resale by selling shareholders.
 
 
In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that have not been sold at the termination of the offering, the Registrant hereby amends the Registration Statements to deregister any remaining securities registered and unsold under the Registration Statements. The securities are being removed from registration because the securities are no longer being offered or sold pursuant to the Registration Statements.
 
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 15, 2014.
 
 
 
  CROWN CASTLE INTERNATIONAL CORP.  
       
 
By:
/s/ Jay A. Brown  
    Name:  Jay A. Brown   
    Title:   Senior Vice President, Chief Financial Officer and Treasurer  
       
 
 
Pursuant to the requirements of the Securities Act  of 1933, as amended, these Post-Effective Amendments have been signed by the following persons in the capacities and on the dates indicated.
 
Name
 
  
 
Title
  
Date
 
    
/s/ W. Benjamin Moreland    President, Chief Executive Officer and Director   December 15, 2014
W. Benjamin Moreland
 
 
(Principal Executive Officer)
  
 
/s/ Jay A. Brown    Senior Vice President, Chief Financial Officer and Treasurer   December 15, 2014
Jay A. Brown
 
  
 
(Principal Financial Officer)
  
 
 
/s/ Rob A. Fisher  
Vice President and Controller
   December 15, 2014
Rob A. Fisher
 
  
 
(Principal Accounting Officer)
  
 
 
/s/ J. Landis Martin  
Chairman of the Board of Directors
   December 15, 2014
J. Landis Martin
 
 
 
  
 
/s/ P. Robert Bartolo  
Director
   December 15, 2014
P. Robert Bartolo
 
 
  
 
 
/s/ Cindy Christy   Director   December 15, 2014
Cindy Christy
 
 
  
 
 
/s/ Ari Q. Fitzgerald   Director   December 15, 2014
Ari Q. Fitzgerald
 
 
 
 
  
 
/s/ Robert E. Garrison II  
Director
   December 15, 2014
Robert E. Garrison II
 
 
 
  
 
/s/ Dale N. Hatfield  
Director
   December 15, 2014
Dale N. Hatfield
 
 
 
  
 
/s/ Lee W. Hogan   
Director
   December 15, 2014
Lee W. Hogan
 
 
 
 
  
 
 
/s/ Edward C. Hutcheson, Jr.  
Director
   December 15, 2014
Edward C. Hutcheson, Jr.
 
 
    
 
/s/ John P. Kelly
  
Director
   December 15, 2014
John P. Kelly
 
  
 
  
 
/s/ Robert F. McKenzie  
Director
   December 15, 2014
Robert F. McKenzie