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Crown Castle logoCrown Castle CCI

Crown Castle said it entered into a Stock Purchase Agreement on March 13, 2025 to sell its fiber solutions and small cells businesses to Fiber Finco, LLC, a wholly owned subsidiary of Zayo Group Holdings, and to Small Cells Holdco Inc., an affiliate of EQT.

8-KEntry into a Material Definitive AgreementFiled Period of report Summary published (UTC)

Key points

AI summary
  1. Crown Castle said it entered into a Stock Purchase Agreement on March 13, 2025 to sell its fiber solutions and small cells businesses to Fiber Finco, LLC, a wholly owned subsidiary of Zayo Group Holdings, and to Small Cells Holdco Inc., an affiliate of EQT.

  2. The company said Zayo's Fiber Finco will acquire the fiber solutions business for an enterprise value of $4.25 billion and EQT's Small Cells Holdco will acquire the small cells business for an enterprise value of $4.25 billion, for a combined enterprise value of $8.5 billion. The cash purchase price is subject to certain adjustments.

  3. The company said closing is subject to conditions including expiration or termination of the Hart-Scott-Rodino waiting period and approvals from the Federal Communications Commission and state regulators, and that the deal is not subject to a financing condition. The company said it expects the transaction to be completed in the first half of 2026.

  4. The company said the purchasers would owe it termination fees of $386.25 million, $150 million and $200 million under different circumstances, with the latter two applying where the deal is not completed by the Outside Date because HSR Act clearance was not obtained.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Agreement to Sell Fiber Solutions and Small Cells Businesses

Crown Castle said it entered into a Stock Purchase Agreement on March 13, 2025 to sell its fiber solutions and small cells businesses to Fiber Finco, LLC, a wholly owned subsidiary of Zayo Group Holdings, and to Small Cells Holdco Inc., an affiliate of EQT.

Source · Based on the filing body and exhibits

Combined Enterprise Value of $8.5 billion

The company said Zayo's Fiber Finco will acquire the fiber solutions business for an enterprise value of $4.25 billion and EQT's Small Cells Holdco will acquire the small cells business for an enterprise value of $4.25 billion, for a combined enterprise value of $8.5 billion. The cash purchase price is subject to certain adjustments.

Source · Based on the filing body and exhibits

Closing Conditions and Expected Completion in First Half of 2026

The company said closing is subject to conditions including expiration or termination of the Hart-Scott-Rodino waiting period and approvals from the Federal Communications Commission and state regulators, and that the deal is not subject to a financing condition. The company said it expects the transaction to be completed in the first half of 2026.

Source · Based on the filing body and exhibits

Termination Fee Structure If Closing Is Delayed

The company said the purchasers would owe it termination fees of $386.25 million, $150 million and $200 million under different circumstances, with the latter two applying where the deal is not completed by the Outside Date because HSR Act clearance was not obtained.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.