Boots Capital Sends Letter to Shareholders Highlighting Crown Castle Board's Failures to Deliver Promised Changes While Presiding Over a Decade of Underperformance

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Support the Company's incumbent directors, who are responsible for pursuing a fiber strategy that has cost shareholders more than $22 billion over the past 10 years; or

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Vote for Boots Capital's highly qualified nominees – Ted B. Miller, Charles C. Green, David P. Wheeler, and Tripp H. Rice.

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Crown Castle's TSR has performed significantly worse than its two primary tower-company competitors – American Tower Corp. and SBA Communications Corp and the overall market over 10-, 7-, 5-, 3-, 2- and 1-year periods.

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Across the terms of all of Crown Castle's current directors – including P. Robert Bartolo, Cindy Christy, Ari Fitzgerald, and Kevin Kabat – Crown Castle has significantly underperformed relative to its peers.

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During Ted Miller's tenure on Crown Castle's Board, the Company's TSR outperformed that of both of its tower peers.

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Boots Capital's nominees are proven tower industry executives who collectively have more relevant experience than Crown Castle's entire current Board. Our nominees have collectively co-founded four tower companies globally, including Crown Castle, have held numerous executive, board, and advisory positions at leading tower industry companies managing over 150,000 towers. They have helped to generate significant value for stakeholders as directors and executives in the tower industry as well as at other global public and private companies.

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The Company has made a series of poor capital allocation decisions, including selling off valuable international assets and investing $22 billion in a misguided fiber strategy that has drastically reduced shareholder returns, relative to its closest peers. Meanwhile, its rivals have not made those capital allocation mistakes and have prospered: over the last 20 years, peers AMT and SBAC's market cap growth is more than 2x and 7x Crown Castle's, respectively.

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Crown Castle spends over $1 billion annually in capital expenditures related to its fiber business, a segment that has not earned back its weighted average cost of capital.

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Meanwhile, Crown Castle's core tower business has suffered, with its tower count stagnating at 40,000 for the last decade, as the Board has reallocated a majority of the segment's free cash flow to the underperforming fiber unit.

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Our candidates have a comprehensive plan for Crown Castle's fiber carve out (including small cells) that represents months of due diligence, channel checks, interviews throughout the supply chain, and detailed modeling covering all facets of the fiber segment as well as the remaining tower company. It analyzes potential operational, commercial, carve-out, tax, regulatory, capital markets, cash flow, use of proceeds and dividend impacts and is in part informed by dialogue with 25 potential buyers and financing sources to validate our view of actionability and valuation.

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Our detailed capital allocation plan outlines how Crown Castle's use of proceeds from a fiber transaction will be used to repay debt, fund stock repurchases, and reinvest in the Company's core tower business.

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Furthermore, our plan represents an informed perspective based on decades of experience in the tower industry about how to create long-term shareholder value at Crown Castle as a pure-play tower company.

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Crown Castle's significant investments in fiber, combined with dividend increases, have forced it to fund the dividend with debt at a time when interest rates are soaring – a clear reflection of the Board's poor capital allocation strategy and imprudent business judgement.

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Over the last five years, the Crown Castle Board has taken on $4 billion of debt to increase its dividend. The Company does not currently produce cash at a level sufficient to fund its dividends, forcing it to turn to external financing to pay such dividends — a practice that we believe is irresponsible over the long term. Fitch appears to agree, having recently downgraded its outlook for Crown Castle from "Stable" to "Negative".  

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We have proposed two approaches to achieving a long-term, sustainable dividend policy: (1) maintain the dividend at its current level with limited incremental borrowing through 2029, or (2) reduce the dividend such that it is paid entirely out of cashflow. Our plan offers the Company and shareholders flexibility that it currently does not have.

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Our plan to sell fiber and focus on Crown Castle's tower operations would significantly decrease the Company's capital expenditures, improving cashflow dynamics and the associated dividend profile.

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Crown Castle has become less efficient by expanding its employee headcount far beyond that of its peers. In 2013, the Company operated 29 towers per employee with the same total tower count; today they operate only 18 towers per employee – a 38% decrease in efficiency.

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The Board oversaw the closing and reopening of Crown Castle's Canonsburg, Pennsylvania facility in less than two months, creating significant employee turmoil at a location with over 1,000 employees.

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In the last twelve months, the Board has jeopardized Crown Castle's relationship with one of four material tower customers, Dish Wireless, via a failed lawsuit.

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The Company began a process exploring sale-lease-back transactions for the ground interests underneath Crown Castle's cell towers, potentially risking the Company's control of its own cell towers. 

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We have a strategic plan backed by hundreds of pages of analysis and findings, including a fully populated data room with a full suite of diligence materials and 25 prospective buyers and financing sources for Crown Castle's fiber business. The Board has chosen not to engage with these materials despite repeated offers and encouragement. We implore shareholders to review our detailed plan, as outlined here.

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Our nominees have 50 years of combined tower industry experience, including serving on over 15 global public and private company boards, leading over 25 carveouts and sale leasebacks in 15 countries across 5 continents, that would fill the Board's total void of tower operating expertise. They have also raised billions of dollars from the public and private capital markets and advised on numerous M&A transactions. We bring the vision and capability necessary to execute a value-enhancing strategy that would guide the Company through a complex, mandatory business transformation representing the best path forward for Crown Castle shareholders.

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The Company's approach to dealing with Elliott and Boots Capital has been filled with blunders and reversals. After entering into a "Cooperation Agreement" with Elliott, the Crown Castle Board was required to change it materially twice. Then, it blundered again by expanding the size of the Board to add the newly appointed CEO in the late stages of a proxy contest, only to then reverse course.

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The Board failed to implement a timely CEO succession plan – a primary obligation of any board – and spent months conducting a CEO search that only recently concluded. As a result, the Company currently pays the equivalent of three Chief Executive Officers, including paying interim CEO/director Anthony Melone more than $5 million for approximately four months of work.

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The Board failed to link executive compensation to ROIC metrics, awarding its two most recent CEOs, W. Benjamin Moreland and Jay Brown, with total compensation of $76.7 million and $101.2 million during their respective senior-management tenures with no return on capital performance thresholds.

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New directors added in recent years have failed to bring promised changes to fiber and the Company's poor performance. After the Company elected three new directors in 2020 under pressure from the first Elliott approach, it did not undergo a strategic review process or adjust overspending on fiber as it had promised. Instead, as a result of the Board's continued inaction, performance has suffered, as has the Company's credibility with shareholders, capital markets, and customers. The numbers speak for themselves: since the 2020 directors were appointed, Crown Castle's TSR is -542% and -153% relative to industry peers AMT and SBAC, respectively.

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Our nominees collectively bring the shareholder alignment and governance track records to enhance Crown Castle's Board, advisory teams and committees.

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In addition to being the co-Founder and former Chairman and CEO of Crown Castle, Mr. Miller has significant experience as a shareholder rights advocate and corporate governance champion. In 2010, he was nominated by Air Products to the board of rival Airgas when it launched an unsolicited takeover attempt. Once elected, Mr. Miller voted against Air Products' unsolicited offer after determining it did not deliver full value to Airgas shareholders – an unprecedented move at the time that proved Mr. Miller's commitment to his fiduciary duty to shareholders. A few years later, Airgas was sold to Air Liquide at a valuation nearly double what Air Products had offered.

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Electing our nominees and implementing Boots Capital's strategic plan for the Company's long-term future will send a clear message to the market and to Crown Castle employees that an era of inaction in the face of underperformance and poor corporate governance is coming to an end.

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Crown Castle has seen massive executive turnover. Since acquiring its fiber assets, more than fifteen of Crown Castle's top fiber executives have resigned. In just the last three years, the two executives leading Crown Castle's tower segment resigned. The Board's lack of clear leadership and strategic inconsistency are driving talent to leave the Company.

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In October 2023, Crown Castle announced the departure of its Chief Financial Officer, but that departure was reversed following the retirement of the Company's CEO, Jay A. Brown, which was announced at the end of 2023.

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In December 2023, the Company cancelled its plans to relocate more than 1,000 employees at the Company's Canonsburg, Pennsylvania corporate campus, which had been announced just two months prior.

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We believe our detailed, actionable plan for the near and long-term future of the Company will help stop the 'brain drain' of executive departures and restore stability to Crown Castle's leadership while instilling confidence in its employees, customers, stockholders, and other stakeholders.

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If elected, our nominees would work diligently to support Mr. Moskowitz in his new role as President and CEO of the Company, as well as the rest of the Board and the Company's management, during a period of major transformation that will reset the Company's culture and bolster employee morale.

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Boots Capital has repeatedly tried to reach an agreement with the Board. Yet all of our efforts have been met with a combination of apparently pretextual meetings, where Crown Castle appeared to be in "listen only" mode, and hardball tactics coupled with total rejection under the spurious claim that the Boots Capital nominees lack the "relevant expertise and experience" to add value to the Board. In fact, our nominees bring unrivaled tower industry expertise and experience crucial to lead and execute significant change at Crown Castle.

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Since August 2023, Boots Capital has signed NDAs with 25 potential fiber buyers and financing sources in connection with the parties reviewing our analysis. Most importantly for Crown Castle shareholders, these parties have already conducted due diligence by leveraging our work, thereby accelerating the review of the assets during any formal sale process initiated by the Company.

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Over the past seven + months, we have engaged in dialogue with Crown Castle's major shareholders. If elected, our nominees would bring a much-needed shareholder mindset to Crown Castle's Board.