Filed Pursuant to Rule 424(b)(2)
Registration No. 333-254500
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 19, 2021)
$1,350,000,000
Crown Castle Inc.
$600,000,000 4.800% Senior Notes due 2028
$750,000,000 5.100% Senior Notes due 2033
We are offering
$600,000,000 aggregate principal amount of 4.800% Senior Notes due 2028 (2028 notes) and $750,000,000 aggregate principal amount of 5.100% Senior Notes due 2033 (2033 notes and, together with the 2028 notes,
notes). The 2028 notes will bear interest at a rate of 4.800% per year and the 2033 notes will bear interest at a rate of 5.100% per year, with interest on the 2028 notes payable on March 1 and September 1 of each year, commencing on
September 1, 2023, and with the interest on the 2033 notes payable on May 1 and November 1 of each year, commencing on November 1, 2023. The 2028 notes will mature on September 1, 2028 and the 2033 notes will mature on May 1, 2033.
We intend to use the net proceeds from this offering to repay outstanding indebtedness under the Revolver (as defined in
Capitalization) and pay related fees and expenses. 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 NotesOptional Redemption. If we experience specific kinds of changes in
control, we must offer to repurchase the notes. See Description of NotesRepurchase of Notes upon a Change of Control Triggering Event.
The notes will be senior unsecured obligations of Crown Castle Inc. (CCI) and will rank equally with all of CCIs existing and
future senior indebtedness, including CCIs obligations under the Credit Facility (as defined in Capitalization), the CP Program (as defined in Capitalization) and CCIs existing bonds, and senior to all of
CCIs 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-18 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-9 of this
prospectus supplement, page 3 of the accompanying prospectus and page 12 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as updated by reports and documents we file
with the Securities and Exchange Commission that are incorporated by reference herein.
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Per 2028 note |
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Total 2028 notes |
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Per 2033 note |
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Total 2033 notes |
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Price to the public(1) |
|
|
99.773 |
% |
|
$ |
598,638,000 |
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99.914 |
% |
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$ |
749,355,000 |
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Underwriting discounts |
|
|
0.600 |
% |
|
$ |
3,600,000 |
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|
|
0.650 |
% |
|
$ |
4,875,000 |
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Proceeds to Crown Castle Inc. (before
expenses)(1) |
|
|
99.173 |
% |
|
$ |
595,038,000 |
|
|
|
99.264 |
% |
|
$ |
744,480,000 |
|
(1) |
Plus accrued interest, if any, from April 26, 2023. |
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 April 26, 2023.
Joint Book-Running Managers
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Barclays |
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BofA Securities |
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Credit Agricole CIB |
Morgan Stanley |
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Scotiabank |
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SOCIETE GENERALE |
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BNP PARIBAS |
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Citigroup |
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J.P. Morgan |
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Mizuho |
MUFG |
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PNC Capital Markets LLC |
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RBC Capital Markets |
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SMBC Nikko |
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TD Securities |
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Truist Securities |
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US Bancorp |
Co-Manager
Huntington Capital Markets
Prospectus
Supplement dated April 24, 2023