Global Signal - Crown Castle (M&A)

Global Signal Inc. (GSL)
Crown Castle International Corp. (CCI)
$5.8B Cash Election Merger

Summary

CCI to acquire another cell tower REIT

Cash election merger; subject to proration

1.61 CCI share, or $55.95, per GSL share
Total cash capped at $550mm

CCI stock chart

Announced 10.06.06

Press release
Form 8-K
13D amendment (Fortress Investment)
13D amendment (Abrams Capital)

Closed 1.12.07

Lock-up voting agreements (40% of stock)

Fortress Investment Funds
Greenhill Capital Partners
Abrams Capital

These three shareholders own 72.9% of stock
See Lock-up Voting Agreements

Advisors

Financial

CCI: JP Morgan / Morgan Stanley
GSL: Goldman

Legal

CCI: Cravath
GSL: Skadden

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger
1.2 Effective Time; Closing
1.3 Effect of the Merger
1.4 Certificate of Formation and Operating Agreement
1.5 Officers

Article II Conversion of Securities; Exchange Procedures

2.1 Effect on Shares
2.2 Equity-based Awards
2.3 Options and Warrants
2.4 Exchange of Certificates
2.5 Stock Transfer Books

Article III Global Reps

3.1 Organization and Standing
3.2 Capitalization
3.3 Authority for Agreement
3.4 No Conflict
3.5 Required Filings and Consents
3.6 Compliance; Regulatory Compliance
3.7 Sec Filings; Financial Statements
3.8 Absence of Certain Changes or Events
3.9 Taxes
3.10 Change of Control Agreement; No Excess Parachute
Payment
3.11 Litigation
3.12 Contracts and Commitments
3.13 Information Supplied
3.14 Employee Benefit Plans
3.15 Labor and Employment Matters
3.16 Environmental Compliance and Disclosure
3.17 Intellectual Property
3.18 Stockholders' Rights Agreement
3.19 Brokers; Schedule of Fees and Expenses
3.20 Insurance
3.21 Foreign Corrupt Practices Act and International Trade
Sanctions
3.22 Ownership of Crown Common Stock Section 3

Article IV Crown and Merger Sub Reps

4.1 Organization and Standing
4.2 Capitalization
4.3 Authority for Agreement
4.4 No Conflict
4.5 Required Filings and Consents
4.6 Compliance; Regulatory Compliance
4.7 Sec Filings; Financial Statements
4.8 Absence of Certain Changes or Events
4.9 Taxes
4.10 Change of Control Agreement; No Excess Parachute
Payment (a)
4.11 Litigation
4.12 Information Supplied
4.13 Environmental Compliance and Disclosure
4.14 Stockholders' Rights Agreement
4.15 Brokers
4.16 Foreign Corrupt Practices Act and International Trade
Sanctions
4.17 Ownership of Global Common Stock Section 4

Article V Covenants

5.1 Conduct of Global's Business Pending the Merger
5.2 Conduct of Crown's Business Pending the Merger
5.3 Access to Information; Confidentiality
5.4 Notification of Certain Matters
5.5 Further Assurances
5.6 No Solicitation; Board Recommendation
5.7 Stockholder Litigation
5.8 Indemnification
5.9 Public Announcements
5.10 Registration Statement; Joint Proxy Statement
5.11 Stockholders' Meetings
5.12 NYSE Listing and De-listing
5.13 Composition of Board of Directors of Crown
5.14 Tax Treatment of Merger
5.15 Accountant Letters
5.16 Affiliates
5.17 Standstill Agreements; Confidentiality Agreements
5.18 Employees
5.19 Rights Agreement
5.20 Investor Agreement

Article VI Conditions

6.1 Each Party
6.2 Crown and Merger Sub to Effect the Merger
6.3 Obligations of Global to Effect the Merger

Article VII Termination, Amendment and Waiver

7.1 Termination
7.2 Effect of Termination
7.3 Payments to Global
7.4 Amendments
7.5 Waiver

Article VIII General Provisions

8.1 No Third Party Beneficiaries
8.2 Entire Agreement
8.3 Succession and Assignment
8.4 Counterparts
8.5 Headings
8.6 Governing Law; Jurisdiction
8.7 Severability; Jurisdiction
8.8 Specific Performance
8.9 Mutual Interest
8.10 Construction
8.11 Non-survival of Representations and Warranties and
Agreements
8.12 Certain Definitions
8.13 Notices
8.14 Procedure for Termination, Amendment, Extension or
Waiver
8.15 Waiver of Jury Trial
8.16 Global Disclosure Letter and Crown Disclosure Letter

Other Agreements

Stockholders agreement

Support agreement

Lock-up voting agreements (40% of stock)

Fortress Investment Funds
Greenhill Capital Partners
Abrams Capital

These three shareholders own 72.9% of stock
See Lock-up Voting Agreements

Proxy Solicitation

Form S-4 11.06.06

Table of contents

Amendment #1 11.29.06

Table of contents

Deal Protection

No shop covenant

Merger agreement §5.6

Break-up fee

$139mm, plus out-of-pocket expenses
Agreement §7.2(c)

// This display the document title in the html page document.write(document.title);