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Revolutionary Shift Urged for Crown Castle by Boots Capital

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Michael Chen

March 28, 2024 - 15:52 pm

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Boots Capital Calls for Strategic Overhaul at Crown Castle

HOUSTON, March 28, 2024 /PRNewswire/ -- Ted B. Miller, a major influence at Crown Castle Inc. as its co-founder and once the Executive Chairman & CEO, alongside his investment firm Boots Capital Management, LLC ("Boots Capital"), has taken a decisive step towards changing the trajectory of the company. In a significant move, Boots Capital filed preliminary proxy materials with the Securities and Exchange Commission (SEC) in advance of Crown Castle's 2024 Annual Meeting of Stockholders scheduled for May 22, 2024.

With the firm's stock price sinking to a six-year low and a persistent underperformance relative to peers over the past 15 years, Ted Miller has unveiled a slate of four director nominees. These candidates, if elected, are positioned to bring unparalleled tower operating experience and public-company CEO knowledge to the Board. The objective is to instill much-needed leadership, oversight, and stability.

Governance Concerns and Loss of Trust

There are grave governance issues and loss of shareholder trust, indicating a crisis at Crown Castle's helm. The critical points raised include a mishandled CEO succession plan, doubtful agreements like the one with Elliott Management Corp., which was subsequently revised when the Delaware Chancery Court identified shareholder coercion, and procrastination in disclosing key agreements and mandates. This included information about a review process and the Court's directive to afford Boots Capital advanced notice about material decisions pertaining to the CEO search.

Miller's Mission: Revival and Potential Realization

"Our mission is to restore shareholder value at Crown Castle and help the Company reach its full potential," states Mr. Miller. He envisions being a constructive partner, working with all stakeholders to pivot Crown Castle into a leading tower company by employing a near and long-term strategic plan that has gathered investor support.

A Catalog of Strategic Follies

The strong words from Boots Capital highlight how Crown Castle's pursuit of a fiber strategy has led to a diminution of shareholder wealth, capped with a dividend policy that's presently unsupportable. The critique doesn't stop there. Market credibility has eroded, along with employee morale, and key executive team members have departed without suitable replacements, fraying what was once identified as a vital corporate culture. The Board's appeal for extended time to validate what the Boots Capital considers an already botched strategy drew particular ire.

Objectives of Alignment

Boots Capital's intentions are straightforward, synchronizing with shareholder aspirations to witness an uptick in Crown Castle's stock value. In a clear statement, Ted Miller emphasized the urgency of reshaping the Board to reestablish trust amongst employees and customers and ultimately to bolster long-term values for all associated parties.

Call to Action

Investors who wish to examine the preliminary proxy materials have the option to do so through the SEC's website, which hosts these documents at www.sec.gov.

Key Contacts for Investors and the Media

Investors seeking to communicate with Crown Castle can reach out to Morrow Sodali LLC where the team of Paul Schulman, William Dooley, and Jonathan Eyl will respond to queries. They are available at 1-800-662-5200 or 203-658-9400, and via email at [email protected]

For media enquiries, Jonathan Gasthalter, Nathaniel Garnick, and Grace Cartwright of Gasthalter & Co. are the points of contact. They can be called at 212-257-4170 or contacted via email at [email protected]

Forward-Looking Statements Disclaimer

There is a standard cautionary note to investors about the forward-looking statements that are detailed in the disclosures. These statements, regarding expectations, projections, targets, forecasts, and strategy descriptions, are subject to risks, uncertainties, and the actual result could vary materially. The official stance is that these statements are not guarantees of future performance and should not be solely relied upon as indicators of actual future results.

Additional Information on Third-Party Statements

Boots Capital also outlines that certain statements have been sourced from third parties and there's no endorsement or guarantee of the accuracy of such information. Any forward-looking conclusions are explicitly disclaimed unless otherwise specified.

Participants in the Proxy Solicitation

In connection with the 2024 Annual Meeting, various participants have filed a preliminary proxy statement and are expected to file definitive proxy materials. Parties involved include Boots Funds, Boots Capital, Boots GP, 4M Management Partners, 4M Investments, WRCB, Theodore B. Miller, Jr., and Tripp H. Rice among others, collectively referred to as the "Boots Parties"; Charles Campbell Green III and David P. Wheeler are listed as the "Boots Nominees."

Direct and beneficial ownership stakes in shares of Crown Castle's common stock are declared. Notably, Mr. Miller's significant ownership includes direct and shared interests, with various entities and co-nominees identified.

Important Shareholder Advisory

Finally, Boots Capital encourages all Crown Castle shareholders to scrutinize the preliminary proxy statement and all subsequent documents, including eventual amendments, supplements, or final versions. The caution here is that these contain material information essential for stockholders. The endorsed method to access these documents is via the SEC's website at WWW.SEC.GOV. Shareholders can also request documents through the proxy solicitor, Morrow Sodali LLC, located in New York, without incurring any charge.

The news article announces that Boots Capital, led by Ted B. Miller, has sounded the alarm on the need for transformative change at Crown Castle. With a history of unsatisfactory performance and dwindling shareholder trust, there is a clarion call for reshaping the company's strategic direction. Amidst these challenges, a window of opportunity opens up for Crown Castle to rectify course and claim its position as a leader in the tower industry. The initiative by Boots Capital could indeed spark a pivotal moment for Crown Castle, its stakeholders, and investors as they look forward to the forthcoming annual meeting for decisive outcomes.

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