Obligation CrownCastle Global Corp 2.25% ( US22822VAT89 ) en USD

CrownCastle Global Corp

88.735 % ▼

Etas-Unis

US22822VAT89 ( en USD )

2.25% par an ( paiement semestriel )

14/01/2031

Prospectus brochure de l'obligation Crown Castle International Corp US22822VAT89 en USD 2.25%, échéance 14/01/2031

2 000 USD

1 100 000 000 USD

22822VAT8

BBB ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/07/2026 ( Dans 102 jours )

Crown Castle International Corp. est une société de placement immobilier (REIT) qui possède, exploite et gère un portefeuille d'infrastructures de télécommunications, principalement des tours de téléphonie cellulaire, des sites sur les toits et des réseaux de fibres optiques aux États-Unis, au Royaume-Uni et en Inde.

L'Obligation émise par CrownCastle Global Corp ( Etas-Unis ) , en USD, avec le code ISIN US22822VAT89, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2031

L'Obligation émise par CrownCastle Global Corp ( Etas-Unis ) , en USD, avec le code ISIN US22822VAT89, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par CrownCastle Global Corp ( Etas-Unis ) , en USD, avec le code ISIN US22822VAT89, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-223921
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Title of Each Class of
Amount to be
Proposed Maximum
Aggregate
Amount of
Securities to be Registered

Registered

Offering Price

Offering Price

Registration Fee
1.350% Senior Notes due 2025

$500,000,000

99.736%

$498,680,000

$64,728.66(1)
2.250% Senior Notes due 2031

$1,100,000,000

99.830%

$1,098,130,000

$142,537.27(1)
3.250% Senior Notes due 2051

$900,000,000

99.786%

$898,074,000

$116,570.01(1)

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. This "Calculation of Registration Fee" table shall be
deemed to update the "Calculation of Registration Fee" table in the registrant's Registration Statement on Form S-3 (File No. 333-223921).
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 26, 2018)
$2,500,000,000

Crown Castle International Corp.
$500,000,000 1.350% Senior Notes due 2025
$1,100,000,000 2.250% Senior Notes due 2031
$900,000,000 3.250% Senior Notes due 2051

We are offering $500,000,000 aggregate principal amount of 1.350% Senior Notes due 2025 ("2025 notes"), $1,100,000,000 aggregate principal amount of 2.250% Senior
Notes due 2031 ("2031 notes") and $900,000,000 aggregate principal amount of 3.250% Senior Notes due 2051 ("2051 notes" and, together with the 2025 notes and the 2031 notes,
"notes"). The 2025 notes will bear interest at a rate of 1.350% per year, the 2031 notes will bear interest at a rate of 2.250% per year and the 2051 notes will bear interest at a rate
of 3.250% per year, each payable on January 15 and July 15 of each year, beginning on January 15, 2021. The 2025 notes will mature on July 15, 2025, the 2031 notes will mature
on January 15, 2031 and the 2051 notes will mature on January 15, 2051.
We intend to use the net proceeds from this offering, together with available cash, to redeem or repurchase all of our outstanding 3.400% Senior Notes due 2021, 2.250%
Senior Notes due 2021 and 4.875% Senior Notes due 2022, and to pay fees and expenses related to the foregoing. See "Use of Proceeds."
At our option, we may redeem some or all of the notes of a series at any time or from time to time prior to their maturity at the specified redemption price for such series
described under "Description of Notes--Optional Redemption." If we experience specific kinds of changes in control, we must offer to repurchase the notes. See "Description of
Notes--Repurchase of Notes upon a Change of Control Triggering Event."
The notes will be senior unsecured obligations of Crown Castle International Corp. ("CCIC") and will rank equally with all of CCIC's existing and future senior
indebtedness, including CCIC's obligations under the Credit Facility (as defined in "Capitalization"), the CP Program (as defined in "Capitalization") and CCIC's existing bonds,
and senior to all of CCIC's future subordinated indebtedness. The notes will effectively rank junior to all of our secured indebtedness to the extent of the value of the assets
securing such indebtedness. The notes will be structurally subordinated to all existing and future liabilities and obligations of our subsidiaries. Our subsidiaries will not be
guarantors of the notes.
For a more detailed description of the notes, see "Description of Notes," beginning on page S-16 of this prospectus supplement.
We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation system.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement, page 3 of the accompanying prospectus, page 10 of our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and page 32 of our Quarterly Report on Form 10-Q for the period ended March 31, 2020, as
updated by reports and documents we file with the Securities and Exchange Commission that are incorporated by reference herein.

Per
Total
Per
Total
Per
Total
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2025
2025
2031
2031
2051
2051

note
notes

note
notes

note
notes

Price to public(1)

99.736%
$498,680,000
99.830%
$1,098,130,000
99.786%
$898,074,000
Underwriting discounts

0.600%
$
3,000,000
0.650%
$
7,150,000
0.875%
$
7,875,000
Proceeds to Crown Castle International Corp. (before expenses)(1)
99.136%
$495,680,000
99.180%
$1,090,980,000
98.911%
$890,199,000

(1)
Plus accrued interest, if any, from June 15, 2020.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including
Clearstream Banking S.A. and Euroclear Bank SA/NV, as operator of the Euroclear System, against payment on or about June 15, 2020.

Joint Book-Running Managers

J.P. Morgan

Mizuho Securities

SOCIETE GENERALE

SMBC Nikko
TD Securities

Barclays

BNP PARIBAS

BofA Securities

Citigroup

COMMERZBANK
Credit Agricole CIB
Deutsche Bank Securities
Fifth Third Securities

Morgan Stanley

MUFG
PNC Capital Markets LLC

RBC Capital Markets
Scotiabank
SunTrust Robinson Humphrey
Co-Managers

Citizens Capital Markets

US Bancorp

Wells Fargo Securities

Prospectus Supplement dated June 4, 2020
Table of Contents
TABLE OF CONTENTS

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-iii
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
S-iii
PROSPECTUS SUPPLEMENT SUMMARY
S-1
THE OFFERING
S-3
RISK FACTORS
S-6
USE OF PROCEEDS
S-13
CAPITALIZATION
S-14
DESCRIPTION OF NOTES
S-16
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-34
UNDERWRITING
S-37
EXPERTS
S-42
WHERE YOU CAN FIND MORE INFORMATION
S-43
Prospectus

Page
ABOUT THIS PROSPECTUS

1
THE COMPANY

2
RISK FACTORS

3
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

4
SELLING SECURITY HOLDERS

5
USE OF PROCEEDS

6
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND DIVIDENDS ON PREFERRED
STOCK AND LOSSES ON PURCHASES OF PREFERRED STOCK

7
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DESCRIPTION OF DEBT SECURITIES

8
DESCRIPTION OF CAPITAL STOCK

20
DESCRIPTION OF WARRANTS

28
PLAN OF DISTRIBUTION

29
LEGAL MATTERS

31
EXPERTS

32
WHERE YOU CAN FIND MORE INFORMATION

32

S-i
Table of Contents
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus or
any free writing prospectus prepared by us or on our behalf. We have not, and the underwriters have not, authorized anyone to provide you with additional
or different information. We are not, and the underwriters are not, making an offer to sell these notes in any jurisdiction where such offer or sale is not
permitted. You should assume that the information contained in this prospectus supplement or the accompanying prospectus or any free writing prospectus
prepared by us or on our behalf is accurate only as of the date of such document, as applicable, and that any information we have incorporated by reference
is accurate only as of the date of the document incorporated by reference or any such earlier date as may be specified for such information. Our business,
financial condition, results of operations and prospects may have changed since these dates.

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Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
Unless otherwise indicated or the context otherwise requires, the terms "Crown Castle," "we," "our," "the Company" and "us" refer to Crown Castle
International Corp., a Delaware corporation, and its subsidiaries on a consolidated basis. The term "CCIC" refers to Crown Castle International Corp. and
not to any of its subsidiaries. As used herein, the term "including," and any variation thereof, means "including without limitation." Unless the context
otherwise requires, the use of the word "or" herein is not exclusive.
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and certain other
matters. The second part, the accompanying prospectus, gives more general information about us and our debt securities and capital stock. Generally, when
we refer to "this prospectus," we are referring to both parts of this document combined. To the extent information in this prospectus supplement conflicts
with information in the accompanying prospectus, you should rely on the information in this prospectus supplement.
We expect to deliver the notes against payment for the notes on the seventh business day following the pricing of the notes ("T+7"). Under Rule
15c6-1 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), trades in the secondary market generally are required to settle in two
business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next
succeeding four business days will be required, by virtue of the fact that the notes initially will settle in T+7, to specify alternative settlement arrangements
to prevent a failed settlement.
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in or incorporated by reference in this prospectus supplement include certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, as amended, with respect to the financial condition, results of operations, business
strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of management,
markets for our stock and other matters that are based on our management's expectations as of the filing date of this prospectus supplement with the
Securities and Exchange Commission ("SEC"). Statements contained in or incorporated by reference in this prospectus supplement that are not historical
facts are hereby identified as "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Exchange Act and
Section 27A of the Securities Act of 1933, as amended ("Securities Act"). In addition, words such as "estimate," "anticipate," "project," "plan," "intend,"
"believe," "expect," "likely," "predicted," "positioned," "continue," "target," and any variations of these words and similar expressions are intended to
identify forward-looking statements. These forward-looking statements include plans, projections and estimates and are found at various places throughout
this prospectus supplement and the documents incorporated by reference herein. Such forward- looking statements include (1) benefits and opportunities
stemming from our strategy, strategic position, business model and capabilities, (2) the strength and growth potential of the U.S. market for shared
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communications infrastructure investment, (3) expectations regarding anticipated growth in the wireless industry, and consumption of and demand for data,
including growth in, and factors driving, consumption and demand, (4) potential benefits of our communications infrastructure (on an individual and
collective basis) and expectations regarding demand therefore, including potential benefits and continuity of and factors driving such demand,
(5) expectations regarding construction, including duration of our construction projects, and acquisition of communications infrastructure, (6) the utilization
of our net operating loss carryforwards, (7) expectations regarding wireless carriers' focus on improving network quality and expanding capacity,
(8) expectations regarding continued adoption and increase in usage of high-bandwidth applications by organizations, (9) expected use of net proceeds
from issuances under the CP Program, (10) assumed conversion of our 6.875% Convertible Preferred Stock (as defined below) and the impact therefrom
and dividends expected to be paid thereon, (11) our full year 2020 outlook and the anticipated growth in our financial results, including future revenues
and operating cash flows, and the expectations regarding our 2020 capital expenditures, as well

S-iii
Table of Contents
as the factors impacting expected growth in financial results and the levels of capital expenditures, (12) expectations regarding our capital structure and the
credit markets, our availability and cost of capital, capital allocation, our leverage ratio and interest coverage targets, our ability to service our debt and
comply with debt covenants, future of the London interbank offered rate ("LIBOR") and any replacement rate thereto, level of available commitments we
intend to maintain under our debt instruments, and the plans for and the benefits of any future refinancings, (13) the utility of certain financial measures,
including non-GAAP financial measures, (14) expectations related to our ability to remain qualified as a real estate investment trust ("REIT") and the
advantages, benefits or impact of, or opportunities created by, our REIT status, (15) adequacy, projected sources and uses of liquidity, (16) impact of the
completed merger between T-Mobile and Sprint, (17) expectations regarding non-renewals of tenant contracts, (18) our dividend policy and the timing,
amount, growth or tax characterization of any dividends, (19) the potential impact of the novel coronavirus (COVID-19) pandemic, (20) the potential
effects of the restatement of our previously issued consolidated financial statements, including the Historical Adjustments (as defined in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2019) related thereto, and any litigation stemming therefrom, (21) expectations regarding our
remediation efforts related to a material weakness in our internal control over financial reporting (as further described in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2019), (22) the outcome of shareholder litigation and (23) expectations regarding the net proceeds from this offering
and the use thereof.
These forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including prevailing
market conditions and other important factors, including those set forth in or incorporated by reference in this prospectus supplement. Important factors
that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include those factors described
in the sections entitled "Risk Factors" beginning on page S-6 of this prospectus supplement, page 3 of the accompanying prospectus, page 10 of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2019 and page 32 of our Quarterly Report on Form 10-Q for the period ended March 31,
2020, as updated by annual, quarterly and other reports and documents we file with the SEC that are incorporated by reference herein. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. You
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus supplement or the date of
the other documents incorporated by reference herein. You also should understand that it is not possible to predict or identify all such factors and that the
risk factors as listed in our filings with the SEC should not be considered a complete statement of all potential risks and uncertainties.

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Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information from this prospectus supplement and may not contain all the information that may be important to you.
Accordingly, you should read this entire prospectus supplement, the accompanying prospectus, any free writing prospectus prepared by us or on our
behalf we may provide to you in connection with this offering and the documents incorporated and deemed to be incorporated by reference herein
and therein, including the financial data and related notes, before making an investment decision. You may obtain a copy of the documents
incorporated by reference by following the instructions in the section titled "Where You Can Find More Information" in this prospectus supplement.
You should pay special attention to the "Risk Factors" sections of this prospectus supplement, the accompanying prospectus, our Annual Report on
Form 10-K for the fiscal year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the period ended March 31, 2020, as updated
by annual, quarterly and other reports and documents we file with the SEC that are incorporated by reference in this prospectus supplement and the
accompanying prospectus, to determine whether an investment in the notes is appropriate for you.
The Business
We own, operate and lease shared communications infrastructure that is geographically dispersed throughout the U.S., including, as of
March 31, 2020, approximately (1) 40,000 towers and other structures, such as rooftops (collectively, "towers"), and (2) 80,000 route miles of fiber
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primarily supporting small cell networks ("small cells") and fiber solutions. We refer to our towers, fiber and small cells assets collectively as
"communications infrastructure," and to our customers on our communications infrastructure as "tenants." Our operating segments consist of
(1) Towers and (2) Fiber. For the three months ended March 31, 2020, our largest tenants were T-Mobile, AT&T, Verizon Wireless and Sprint, which
collectively accounted for approximately 74% of our consolidated site rental revenues. On April 1, 2020, T-Mobile and Sprint announced the
completion of their previously disclosed merger.
Our core business is providing access, including space or capacity, to our shared communications infrastructure via long-term contracts in
various forms, including lease, license, sublease and service agreements (collectively, "tenant contracts"). We seek to increase our site rental
revenues by adding more tenants on our shared communications infrastructure, which we expect to result in significant incremental cash flows due to
our low incremental operating costs. Site rental revenues represented 92% of our consolidated net revenues for the three months ended March 31,
2020.
As of March 31, 2020, approximately 56% and 71% of our towers were located in the 50 and 100 largest U.S. basic trading areas ("BTAs"),
respectively. Our towers have a significant presence in each of the top 100 BTAs. For the three months ended March 31, 2020, we derived
approximately 40% of our Towers segment site rental gross margin from towers residing on land and other property interests (collectively, "land")
that we owned, including through fee interests and perpetual easements, and we derived approximately 60% of our Towers segment site rental gross
margin from towers residing on land that we lease, sublease, manage or license.
The majority of our small cells and fiber are located in major metropolitan areas, including a presence within every major U.S. market. The vast
majority of our small cells and fiber assets is located on public rights-of-way.
As part of our effort to provide comprehensive communications infrastructure solutions, as an ancillary business, we also offer certain services
primarily relating to our Towers segment, predominately consisting of (1) site development services primarily relating to existing or new tenant
equipment installations, including: site acquisition, architectural and engineering, or zoning and permitting and (2) tenant equipment installation or
subsequent augmentations.

S-1
Table of Contents
Our principal executive offices are located at 1220 Augusta Drive, Suite 600, Houston, Texas 77057, and our telephone number is (713)
570-3000. We maintain a website at www.crowncastle.com. Except as expressly stated herein, no information contained in or that can be accessed
through our website is incorporated by reference into this prospectus supplement or the accompanying prospectus, and no such information should be
considered a part of this prospectus supplement or the accompanying prospectus.

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Table of Contents
THE OFFERING
The summary below describes the principal terms of the notes and may not contain all of the information that may be important to you. Certain
of the terms and conditions described below are subject to important limitations and exceptions. The "Description of Notes" section of this
prospectus supplement contains a more detailed description of the terms and conditions of the notes. You should read this entire prospectus
supplement, the accompanying prospectus, any free writing prospectus prepared by us or on our behalf we may provide to you in connection with this
offering and the documents incorporated and deemed to be incorporated by reference herein and therein before making an investment decision. As
used in this section, "CCIC," "we," "our" and "us" refer only to Crown Castle International Corp. and not to its consolidated subsidiaries.

Issuer
Crown Castle International Corp., a Delaware corporation.

Guarantees
None.

Securities Offered
$500,000,000 principal amount of 1.350% Senior Notes due 2025.
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$1,100,000,000 principal amount of 2.250% Senior Notes due 2031.

$900,000,000 principal amount of 3.250% Senior Notes due 2051.

Maturity
2025 Notes: July 15, 2025.

2031 Notes: January 15, 2031.

2051 Notes: January 15, 2051.

Interest Rate and Payment Dates
The 2025 notes will have an interest rate of 1.350% per annum, the 2031 notes will have an
interest rate of 2.250% per annum and the 2051 notes will have an interest rate of 3.250%
per annum, each payable in cash on January 15 and July 15 of each year, commencing on
January 15, 2021.

Optional Redemption
At our option, we may redeem some or all of the notes of a series at any time or from time to
time prior to their maturity. If we elect to redeem the 2025 notes prior to June 15, 2025 (the
date that is one month prior to their maturity date), the 2031 notes prior to October 15, 2030
(the date that is three months prior to their maturity date) or the 2051 notes prior to July 15,
2050 (the date that is six months prior to their maturity date), we will pay the applicable
redemption price described under "Description of Notes--Optional Redemption" for the
notes redeemed, plus accrued and unpaid interest thereon to but excluding the redemption
date. If we elect to redeem the 2025 notes on or after June 15, 2025 (the date that is one
month prior to their maturity date), the 2031 notes on or after October 15, 2030 (the date that
is three months prior to their maturity date), or the 2051 notes on or after July 15, 2050 (the
date that is six months prior to their maturity date), we will pay a redemption price equal to
100% of the aggregate principal amount of the notes redeemed, plus accrued and unpaid
interest thereon to but excluding the redemption date. See "Description of Notes--Optional
Redemption."

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Table of Contents
Ranking
The notes will be our senior unsecured obligations and will rank equally with all of our
existing and future senior indebtedness, including our obligations under the Credit Facility,
the CP Program and our existing bonds, and senior to all of our future subordinated
indebtedness. The notes will effectively rank junior to all of our secured indebtedness to the
extent of the value of the assets securing such indebtedness. Substantially all of our
significant assets are the capital stock of our subsidiaries and the notes will not be guaranteed
by our subsidiaries. As a result, the notes will be structurally subordinated to all existing and
future liabilities and obligations of our subsidiaries, including indebtedness of such
subsidiaries.

After giving effect to (i) this offering and the application of the net proceeds therefrom as
described in "Use of Proceeds" and (ii) our previously completed offering of $750 million of
our 3.330% Senior Notes due 2030 and $500 million of our 4.150% Senior Notes due 2050,
which were each issued on April 3, 2020 ("April 2020 Offering"), and the application of the
net proceeds therefrom, as of March 31, 2020, we would have had a total of approximately

$15.5 billion of outstanding indebtedness, all of which would have been unsecured, and our
subsidiaries would have had a total of approximately $3.3 billion of outstanding
indebtedness, all of which would have been secured. As of June 3, 2020, we had a total of
$5.0 billion of unused borrowing availability under the Revolver (as defined in
"Capitalization") and $1.0 billion of unused availability under the CP Program.

Mandatory Offer to Repurchase
Following a Change of Control Triggering Event (as defined in "Description of Notes"), we
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must offer to repurchase the notes at a price equal to 101% of the aggregate principal amount
of any notes repurchased plus accrued and unpaid interest thereon to but excluding the date
of purchase. See "Description of Notes--Repurchase of Notes upon a Change of Control
Triggering Event."

Certain Covenants
We will issue the notes under an indenture with The Bank of New York Mellon Trust
Company, N.A. The terms of the notes, among other things, will restrict our ability and the
ability of our subsidiaries to incur certain liens and merge with or into other companies.

The covenants are subject to a number of exceptions and qualifications. For more details, see

"Description of Notes--Certain Covenants."

Trading and Listing
The notes will not be listed on any securities exchange. The notes are new issues of
securities for which there is currently no public trading market. Although certain of the
underwriters have informed us that they intend to make a market in the notes, they are not
obligated to do so, and any such market making may be discontinued at any time without
notice. There is no assurance that a liquid market for the notes will develop or be
maintained. See "Risk Factors--Risks

S-4
Table of Contents
Relating to the Notes and Our Debt Structure--There is no public market for the notes, a

market may not develop and you may have to hold your notes to maturity."

Use of Proceeds
We expect to receive net proceeds of approximately $2.473 billion from the sale of the notes
to the underwriters, after deducting the underwriting discounts and estimated offering
expenses payable by us.

We intend to use the net proceeds from this offering, together with available cash, to redeem
or repurchase all of our outstanding 3.400% Senior Notes due 2021, 2.250% Senior Notes

due 2021 and 4.875% Senior Notes due 2022, and to pay fees and expenses related to the
foregoing. See "Use of Proceeds."
Risk Factors
See the "Risk Factors" sections beginning on page S-6 of this prospectus supplement, page 3 of the accompanying prospectus, page 10 of our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and page 32 of our Quarterly Report on Form 10-Q for the period ended
March 31, 2020, as updated by annual, quarterly and other reports and documents we file with the SEC that are incorporated by reference herein, for a
discussion of factors to which you should refer and carefully consider prior to making an investment in the notes.

S-5
Table of Contents
RISK FACTORS
Investing in the notes involves risks. Before purchasing any notes, you should carefully consider the specific factors discussed below, together with
all the other information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus prepared by us or on our
behalf we may provide to you in connection with this offering and the documents incorporated and deemed to be incorporated by reference herein and
therein. For a further discussion of the risks, uncertainties and assumptions relating to our business, please see the discussion under the caption "Risk
Factors" included in the accompanying prospectus, our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on
Form 10-Q for the period ended March 31, 2020, as updated by our annual, quarterly and other reports and documents we file with the SEC that are
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incorporated by reference in this prospectus supplement and the accompanying prospectus. The risks described below are not the only risks that we face.
Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also impair our business operations. Any of these
risks may have a material adverse effect on our business, financial condition, results of operations and cash flows. In such a case, you may lose all or part
of your investment in the notes.
Risks Relating to Our Business
The risks, uncertainties and assumptions associated with our business include:

·
Our business depends on the demand for our communications infrastructure, driven primarily by demand for data, and we may be adversely

affected by any slowdown in such demand. Additionally, a reduction in the amount or change in the mix of network investment by our tenants
may materially and adversely affect our business (including reducing demand for our communications infrastructure or services).

·
A substantial portion of our revenues is derived from a small number of tenants, and the loss, consolidation or financial instability of any of

such tenants may materially decrease revenues or reduce demand for our communications infrastructure and services.

·
The expansion or development of our business, including through acquisitions, increased product offerings or other strategic growth

opportunities, may cause disruptions in our business, which may have an adverse effect on our business, operations or financial results.

·
Our Fiber segment has expanded rapidly, and the Fiber business model contains certain differences from our Towers business model,

resulting in different operational risks. If we do not successfully operate our Fiber business model or identify or manage the related
operational risks, such operations may produce results that are lower than anticipated.

·
Failure to timely and efficiently execute on our construction projects could adversely affect our business.

·
Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt
instruments and our 6.875% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share ("6.875% Convertible Preferred

Stock"), limit our ability to take a number of actions that our management might otherwise believe to be in our best interests. In addition, if
we fail to comply with our covenants, our debt could be accelerated.

·
We have a substantial amount of indebtedness. In the event we do not repay or refinance such indebtedness, we could face substantial

liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to
meet our debt payment obligations.

·
Sales or issuances of a substantial number of shares of our common stock or securities convertible into shares of our common stock may

adversely affect the market price of our common stock.

·
As a result of competition in our industry, we may find it more difficult to negotiate favorable rates on our new or renewing tenant contracts.

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·
New technologies may reduce demand for our communications infrastructure or negatively impact our revenues.

·
If we fail to retain rights to our communications infrastructure, including the land interests under our towers and the right-of-way and other

agreements related to our small cells and fiber, our business may be adversely affected.

·
Our services business has historically experienced significant volatility in demand, which reduces the predictability of our results.

·
The restatement of our previously issued financial statements, the errors that resulted in such restatement, the material weakness that was
identified in our internal control over financial reporting and the determination that our internal control over financial reporting and disclosure

controls and procedures were not effective, could result in loss of investor confidence, shareholder litigation (including the previously
disclosed shareholder litigation) or governmental proceedings or investigations, any of which could cause the market value of our common
stock or debt securities to decline or impact our ability to access the capital markets.

·
New wireless technologies may not deploy or be adopted by tenants as rapidly or in the manner projected.

·
If we fail to comply with laws or regulations which regulate our business and which may change at any time, we may be fined or even lose

our right to conduct some of our business.

·
If radio frequency emissions from wireless handsets or equipment on our communications infrastructure are demonstrated to cause negative

health effects, potential future claims could adversely affect our operations, costs or revenues.

·
Certain provisions of our restated certificate of incorporation, amended and restated by-laws and operative agreements, and domestic and

international competition laws may make it more difficult for a third party to acquire control of us or for us to acquire control of a third party,
even if such a change in control would be beneficial to our stockholders.

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·
We may be vulnerable to security breaches or other unforeseen events that could adversely affect our operations, business, and reputation.

·
The impact of COVID-19 and related risks could materially affect our financial position, results of operations and cash flows.
Risks Relating to Our REIT Status
The risks, uncertainties and assumptions associated with our REIT status include:

·
Future dividend payments to our stockholders will reduce the availability of our cash on hand available to fund future discretionary
investments, and may result in a need to incur indebtedness or issue equity securities to fund growth opportunities. In such event, the then

current economic, credit market or equity market conditions will impact the availability or cost of such financing, which may hinder our
ability to grow our per share results of operations.

·
Remaining qualified to be taxed as a REIT involves highly technical and complex provisions of the U.S. Internal Revenue Code of 1986, as

amended ("Code"). Failure to remain qualified as a REIT would result in our inability to deduct dividends to stockholders when computing
our taxable income, which would reduce our available cash.

·
If we fail to pay scheduled dividends on our 6.875% Convertible Preferred Stock (prior to the automatic conversion in August 2020), in cash,

common stock, or any combination of cash and common stock, we will be prohibited from paying dividends on our common stock, which
may jeopardize our status as a REIT.

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·
Complying with REIT requirements, including the 90% distribution requirement, may limit our flexibility or cause us to forgo otherwise

attractive opportunities, including certain discretionary investments and potential financing alternatives.

·
REIT related ownership limitations and transfer restrictions may prevent or restrict certain transfers of our capital stock.
The present U.S. federal income tax treatment of REITs is subject to change, possibly with retroactive effect, by legislative, judicial or administrative
action at any time, and any such change might adversely affect our REIT status or benefits or our business.
Risks Relating to the Notes and Our Debt Structure
We are a holding company. Holders of the notes will be structurally subordinated to all our subsidiaries' indebtedness and obligations, and the
notes will be unsecured obligations.
We conduct all of our operations through our subsidiaries. Accordingly, our only source of cash to pay interest and principal on our outstanding
indebtedness is distributions relating to our ownership interests in our subsidiaries from the net earnings and cash flow generated by such subsidiaries or
from proceeds of debt or equity offerings. Earnings and cash flow generated by our subsidiaries are first applied by such subsidiaries to conduct their
operations, including the service of their respective debt obligations under the Senior Secured Tower Revenue Notes, the 2009 Securitized Notes (each as
defined in "Capitalization") and the 3.849% Senior Secured Notes due 2023, as the case may be, after which any excess cash flow generally may be paid to
us, in the absence of any special conditions such as a continuing event of default. However, our subsidiaries are legally distinct from us and, unless they
guarantee such debt, have no obligation to pay amounts due on our debt or to make funds available to us for such payment.
The notes will be structurally subordinated to all existing and future liabilities and obligations of our subsidiaries. The indenture governing the notes
will permit our subsidiaries to incur additional indebtedness and will not contain any limitation on the amount of other liabilities, such as trade payables,
that may be incurred by those subsidiaries. In addition, the indenture governing the notes will contain only certain limitations on the ability of such
subsidiaries to grant liens on their assets to secure their indebtedness. The indenture governing the notes also will not restrict our ability to refinance
indebtedness of CCIC with indebtedness of one of its subsidiaries. After giving effect to (i) this offering and the application of the net proceeds therefrom
as described in "Use of Proceeds" and (ii) the April 2020 Offering and the application of the net proceeds therefrom, as of March 31, 2020, CCIC would
have had a total of approximately $15.5 billion of outstanding indebtedness, all of which would have been unsecured, and CCIC's subsidiaries would have
had a total of approximately $3.3 billion of outstanding indebtedness, all of which would have been secured. As of June 3, 2020, we had a total of
$5.0 billion of unused borrowing availability under the Revolver and $1.0 billion of unused availability under the CP Program. Under the terms of our
subsidiary debt, the ability of certain of our subsidiaries to pay dividends or make distributions to us may be materially restricted.
There can be no assurance that our subsidiaries will generate sufficient cash flow to meet their respective obligations under the applicable debt
instruments, nor can we give assurance that excess cash flow, if any, of our subsidiaries will be available for payment to us or sufficient to satisfy our debt
obligations, including interest and principal payments on the notes. For example, the terms of our Senior Secured Tower Revenue Notes and 2009
Securitized Notes place certain restrictions on the ability of the subsidiaries that are the issuers of such debt to pay excess cash flow to us if a specified debt
service coverage ratio (as defined in the applicable governing agreement) as of the end of any calendar quarter falls below a certain level. In addition, in the
event we do not repay our Senior Secured Tower Revenue Notes by their respective anticipated repayment dates in 2022, 2023, 2025 and 2028, as
applicable, then substantially all the cash flow of the issuers of such notes must be applied to make principal payments on the Senior Secured Tower
Revenue Notes. Scheduled principal payments on the 2009 Securitized Notes are payable on each monthly payment date until August 2029.
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CCIC's obligations under the Credit Facility are unsecured obligations of CCIC and are not guaranteed by any of CCIC's subsidiaries. However,
pursuant to the terms of the Credit Facility, if certain of CCIC's subsidiaries guarantee certain existing bonds of CCIC, such subsidiaries would be required
to guarantee the Credit Facility for so long as such bonds are guaranteed. Those existing bonds of CCIC include a provision that would require certain
subsidiaries of CCIC to guarantee those bonds if in the future those subsidiaries guarantee, or pledge their assets to secure, other debt of CCIC, although
such provision does not apply if those bonds have investment grade ratings. The notes also will be senior unsecured obligations of CCIC. The notes will
rank equally with all of CCIC's other existing and future senior indebtedness, including CCIC's obligations under the Credit Facility, the CP Program and
CCIC's existing bonds, and senior to all of CCIC's future subordinated indebtedness. The notes will effectively rank junior to all of our secured
indebtedness to the extent of the value of the assets securing such indebtedness. Accordingly, even if an event of default exists under the indenture
governing the notes, our secured lenders could foreclose on our assets and those of our subsidiaries in which they have been granted a security interest, in
each case to the exclusion of any holder of the notes. In addition, in the event of our bankruptcy, liquidation, reorganization or other winding up, our assets
that secure indebtedness will be available to pay obligations on the notes only after all such secured indebtedness has been repaid in full from such assets.
As a result, there may not be sufficient assets remaining to pay amounts due on any or all of the notes then outstanding.
We have a substantial amount of indebtedness. In the event we do not repay or refinance such indebtedness, we could face substantial liquidity
issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to meet our debt
payment obligations.
We have a substantial amount of indebtedness. After giving effect to (i) this offering and the application of the net proceeds therefrom as described in
"Use of Proceeds" and (ii) the April 2020 Offering and the application of the net proceeds therefrom, as of March 31, 2020, CCIC and its subsidiaries
would have had a total of approximately $18.8 billion of outstanding indebtedness, all of which we will need to refinance or repay in the future. There can
be no assurances we will be able to refinance our indebtedness (1) on commercially reasonable terms, (2) on terms, including with respect to interest rates,
as favorable as our current debt or (3) at all.
Economic conditions and the credit markets have historically experienced, and continue to experience, periods of volatility, uncertainty, or weakness
that have impacted and could continue to impact the availability or cost of debt financing, including any refinancing of the obligations described above or
on our ability to access the full amount under the CP Program that, as of June 3, 2020, had $1.0 billion of unused availability or the Revolver, that, as of
June 3, 2020, had $5.0 billion of unused borrowing availability. At any point in time, we intend to maintain unused borrowing availability under the
Revolver in an amount at least equal to the amount of commercial paper notes outstanding under the CP Program.
If we are unable to repay or refinance our debt, we cannot guarantee that we will be able to generate enough cash flows from operations or that we
will be able to obtain enough capital to service our debt, fund our planned capital expenditures or pay future dividends. In such an event, we could face
substantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to meet
our debt payment obligations. Failure to repay or refinance indebtedness when required could result in a default under such indebtedness and materially
restrict our ability to pay amounts due on the notes. If we incur additional indebtedness, any such indebtedness could exacerbate the risks described above.

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Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments
and our 6.875% Convertible Preferred Stock limit our ability to take a number of actions that our management might otherwise believe to be in our
best interests. In addition, if we fail to comply with our covenants, our debt could be accelerated. CCIC and its subsidiaries have a substantial
amount of indebtedness (approximately $18.7 billion as of March 31, 2020).
As a result of our substantial indebtedness:

·
we may be more vulnerable to general adverse economic or industry conditions;

·
we may find it more difficult to obtain additional financing to fund discretionary investments or other general corporate requirements or to

refinance our existing indebtedness;

·
we may have more difficulty satisfying our obligations with respect to the notes;

·
we are or will be required to dedicate a substantial portion of our cash flows from operations to the payment of principal or interest on our

debt, thereby reducing the available cash flows to fund other projects, including certain discretionary investments;

·
we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry;
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Document Outline

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