CCICrown Castle

We note your disclosure that in light of the impairment of the Fiber segment goodwill of approximately $5 billion, the Company conducted a review during the fourth quarter of 2024, including analysis of both market-level and segment-level information, and determined there was no impairment of its Fiber segment long-lived assets.

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In performing your impairment testing, please tell us how you considered the guidance in ASC 350-20-35-31 in performing your recoverability test for your longlived assets prior to your goodwill impairment test and how that may have impacted such analysis, if any. Condensed Consolidated Statement of Operations and Comprehensive Income (Loss), page 4 We note your presentation of income (loss) from discontinued operations before gain (loss) from disposal, net of tax and gain (loss) from disposal of discontinued 2. operations, net of tax. Please tell us how your disclosure complies with ASC 205-2045-3A, which requires disclosure of the tax impact of all discontinued operations as a separate component of income or loss. In addition, please reconcile the difference between the $830 million reported as loss from disposal of discontinued operations, net of tax and the $819 million reported as valuation allowance for assets held for sale in your table on page 9.

The Company acknowledges the Staff's comment and confirms that, in accordance with ASC 350-20-35-31, the Company had performed the impairment analysis of its Fiber segment long-lived assets prior to performing the goodwill impairment analysis and concluded there was no impairment of long-lived assets identified.

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This assessment had no impact on the goodwill impairment analysis or the amount of loss recorded for goodwill impairment in the fourth quarter of 2024.

The Company advises the Staff that its Fiber segment represents both: a) an asset group for purposes of evaluating long-lived assets, as the lowest level for which identifiable discrete cash flows (including projected cash flows) are largely independent of the cash flows of other groups of assets is the overall Fiber segment level; and b) a reporting unit for purposes of evaluating goodwill.

With respect to long-lived assets, in accordance with ASC 360-10-35-17 and per the Company's policy on page 49 of the Form 10-K, "if the sum of the associated estimated future cash flows (undiscounted) from an asset group is less than its carrying amount, an impairment loss may be recognized. If the carrying value were to exceed the undiscounted cash flows, measurement of an impairment loss would be based on the fair value of the asset, which is based on an estimate of discounted future cash flows." Pursuant to the policy noted above, management reviews projected undiscounted cash flows at the Fiber segment level to evaluate potential impairment of the long-lived Fiber asset group. For purposes of this analysis, management utilized the undiscounted cash flow projections included in the model it uses for budgeting and forecasting purposes as well as in the calculation of the estimated fair value of the Fiber reporting unit when conducting the quantitative goodwill impairment analysis. The Company noted that the undiscounted cash flows of the Fiber asset group exceeded the carrying value and determined there was no impairment.

Additionally, as a supplement to this undiscounted cash flow analysis, for the Fiber segment, management annually evaluates historical trends of certain key financial performance indicators related to the major U.S. markets (using the Core Based Statistical Areas) where the Company has made significant investments for indicators of impairment of its long-lived assets in the respective markets. During 2024, management reviewed these financial performance indicators of such markets comprising the majority of the Company's Fiber segment long-lived assets balance and noted no indications of impairment.

In conclusion, for the year ended December 31, 2024, the Company confirms there was no impairment of its Fiber segment long-lived assets resulting from its analysis, which was conducted prior to the goodwill impairment analysis. The cash flow model utilized in the long-lived asset impairment analysis is the same model utilized in the goodwill impairment analysis, except that goodwill is evaluated using the fair value (i.e., discounted cash flows), whereas the long-lived assets are evaluated using undiscounted cash flows. As disclosed in the Form 10-K, an impairment of the Fiber segment's goodwill was recorded in the fourth quarter 2024 as a result of that analysis.

Read in the reply ↗

We note your assertion that the cooperation agreement "does not require Elliott to retain equity ownership in the Company" and Elliott is not "required to maintain an equity ownership position in the Company." However, Section 6 of the cooperation agreement requires Elliott to maintain a net long position of at least 1.0% in the Company's outstanding common stock.

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Please revise by issuing corrective disclosure in a new press release, or advise.

No reply letter found.

We reissue in part prior comment 1 in our letter dated February 29, 2024. In future filings that state the cooperation agreement "does not require Elliott to maintain an equity position in the Company," please clarify that the cooperation agreement still requires Elliott to maintain economic exposure to the Company's common stock.

No reply letter found.

Avoid making statements that directly or indirectly impugn character, integrity or personal reputation or make charges concerning improper, illegal or immoral conduct without factual foundation. See Exchange Act Rule 14a-9.

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In future filings, avoid statements like the following without appropriate factual foundation: • "Today’s rewrite of Crown Castle’s cooperation agreement with Elliott Management is a clear admission that the Board of Directors’ process was tainted and that it acted unlawfully” (emphasis added). • “By now recutting the fundamentally flawed cooperation agreement and conceding the opposite, these faithless fiduciaries have shredded any remaining credibility” (emphasis added). • “Shareholders have been abused by the Board’s actions, which continue to waste shareholder resources amid a disastrous era that has seen tens of billions of shareholder value destroyed.”

No reply letter found.

Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for such opinion or belief. Support for any such opinions or beliefs should be self-evident or disclosed in the soliciting materials.

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In future filings, please recharacterize and/or provide support for the following opinions: • "The facts are these: with the advice of counsel, Crown Castle entered in a marketstandard cooperation agreement with Elliott on December 19, 2023" (emphasis added). • "In truth, Mr. Miller is the one who seeks to dominate Crown Castle . . ." (emphasis • "Mr. Miller's proxy fight and his lawsuit seek above all else to prioritize his own interests, regardless of the consequences for Crown Castle's shareholders" (emphasis We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at 202-551-3263.

No reply letter found.

In Appendix C, please disclose the beneficial ownership (if any) of the Participants' associates, who are mentioned on pages C-5 and C-6, in any securities of the Company as well as the name and address of each such associate. See Item 5(b)(1)(ix) of Schedule 14A.

The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, advises the Staff that no “associate” (as defined in Rule 14a-1(a)) of any of the Participants beneficially owns any Company securities except as described in the beneficial ownership table on page 88 of the Preliminary Proxy Statement. The Company has revised the disclosure on page

C-6 to refer to the holdings of the Company’s associates described in the beneficial ownership table on page 88 of the Preliminary

Proxy Statement. Read in the reply ↗

On the preliminary proxy card and on page 95 of the Proxy Statement, you indicate that the proxy card will be voted based on the Board’s recommendations if the proxy card is properly executed and delivered, but does not specify voting instructions.

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Please revise to clarify whether you are describing an entirely unmarked, but signed proxy card, or one that is signed and marked as to other matters but not marked as to the particular proposal addressed in your disclosure.

The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised the preliminary proxy card and page 95 of the Preliminary Proxy Statement to clarify that if a properly executed and returned proxy card does not indicate voting instructions on one or more proposals to be voted on at the Annual Meeting, the shares represented by that proxy will be voted as recommended by the Board with respect to each such proposal for which a stockholder has not provided voting instructions. Read in the reply ↗

We note on page 8 of the Proxy Statement, under the heading “Ted Miller’s Initial Outreach and Solicitation of Business from the Company,” that in May 2023, Mr. Miller contacted representatives of the Company to solicit potential business from the Company on behalf of Visual Intelligence.

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Please revise this section to disclose whether Visual Intelligence had any preexisting business relationship with the Company, and if so, the extent of that relationship.

The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised the disclosure on page 8 of the Preliminary Proxy Statement to disclose that, as of May 2023, “Visual Intelligence did not have any active business relationship with the Company, but had previously held discussions with the Company’s tower operations group and had conducted initial field tests on a limited number of the Company’s towers in relation to drone flights for tower inspections and digital twins.” Read in the reply ↗

We note on page 12 of the Proxy Statement, under the heading “The Fiber Review Committee’s Strategic Review,” that the Fiber Review Committee discussed the Boots Group’s proposal at its initial meeting on January 10, 2024. Please expand this section to reflect any subsequent discussions of the Boots Group’s proposal by the Fiber Review Committee, including its assessment of such proposal.

The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised the disclosure on page 12 of the Preliminary Proxy Statement to disclose that, at its initial meeting on January 10, 2024, the Fiber Review Committee discussed the proposal of Mr. Miller and the Boots Group, and also discussed a request by Mr. Miller that the Boots Group be afforded an opportunity to present its proposal to the Board.

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At the conclusion of this meeting, the Fiber Review

Committee recommended that the Board extend an invitation to the Boots Group to present its proposal to the Board at a teleconference meeting of the Board to be held in the near future. The Fiber Review Committee did not have any further specific discussions of the Boots Group’s proposal at subsequent meetings, following the referral of the Fiber Review Committee recommendation to the Board. As noted on pages 12 and 17 of the Preliminary Proxy Statement, the Board met with Mr. Miller and the Boots Group on January 30, 2024 and March 21, 2024.

Read in the reply ↗

We note on page 15 of the Proxy Statement that Elliott agreed to irrevocably waive certain provisions of the Cooperation Agreement, as amended, on March 14, 2024. We also note that a Form 8-K was filed by the Company on December 20, 2023 and March 4, 2024 disclosing the Company’s entry into the Cooperation Agreement and a subsequent amendment to the Cooperation Agreement, respectively.

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Please advise us in your response letter why the Company did not file an Item 1.01 Form 8-K reporting the March 2024 Waiver.

The Company respectfully acknowledges the Staff’s comment. The Company believes that the March 2024 Waiver is not a material amendment to the Cooperation Agreement that required disclosure pursuant to Item 1.01 of Form 8-K. The March 2024 Waiver was not an agreement by the registrant. It was a unilateral action taken by Elliott to waive the obligation of the Company under the Cooperation Agreement to recommend that its stockholders vote in favor of the Board’s nominees, to solicit proxies and to vote the shares for which the

Company is granted a proxy in favor of the Board’s nominees (the

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“Recommendation Provision”). On February 23, 2024,

20 days prior to the Company’s receipt of the March 2024 Waiver, the Delaware Court of Chancery issued its decision in West Palm

Beach Firefighters’ Pension Fund v. Moelis & Co., 2024 WL 747180 (Del. Ch. Feb. 23, 2024) (“Moelis”), holding that a provision in a stockholder agreement mandating a board of directors to recommend the stockholder’s designees was facially invalid. As a result of the Moelis decision and the pending litigation in Theodore B. Miller, Jr., et al. v. P. Robert Bartolo, et al. (C.A. No. 2024-0176-JTL) that asserted that certain provisions of the Cooperation Agreement were invalid in light of the Moelis decision, the Company believed that the Recommendation Provision was likely unenforceable and the rights contained in the Recommendation

Provision did not continue to be available or exercisable. We note that there was significant publicity in the marketplace around the

Moelis decision and its effect on stockholders agreements. As a result, the Recommendation Provision ceased to be a material provision of the Cooperation Agreement and the March 2024 Waiver was thus not a material amendment to the Cooperation Agreement that had to be disclosed pursuant to Item 1.01 of Form 8-K.

Read in the reply ↗

On page 20 of the Proxy Statement, you refer to one or more of the Company Nominees as being “direct [representatives] from one of the Company’s largest stockholders.” Please revise to identify this stockholder and disclose the beneficial ownership of such stockholder, or cross-reference the beneficial ownership table on page 88 of the Proxy Statement if they are included therein.

The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised the disclosure on page 20 of the Preliminary Proxy Statement to address the Staff’s comment, including by disclosing that such Company

Nominee is an affiliate of Elliott and describing Elliott as a “significant” Company stockholder. The Company has further revised this statement to provide reference to the beneficial ownership table on page 88 of the Preliminary Proxy Statement. Read in the reply ↗

On page 98 of the Proxy Statement, you describe a “broker non-vote” and its effects on the various proposals to be presented at the Annual Meeting. Please revise this disclosure to clarify that when a broker provides the Boots Group’s proxy materials to a beneficial owner, “broker non-votes” (1) will not be considered votes cast on Proposal 2, (2) will have no effect on the outcome of Proposal 2, and (3) will not be

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counted in determining whether a quorum exists at the Annual Meeting in those circumstances. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at 202-551-3263.

The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised the disclosure both on page 98 of the Preliminary Proxy Statement and throughout the Preliminary Proxy Statement relating to broker non-votes to make the requested clarifications.

* * * *

The Company acknowledges that it is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Should you require any additional information or have any additional questions, please contact me at

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212-373-3161.

Read in the reply ↗

In future filings, please recharacterize and provide support for the following opinion: “Notably, Boots Capital believes that Crown Castle’s Board has irreparably breached the trust of shareholders and thrown governance to the wind as evidenced by . . .

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failing to disclose to shareholders the Delaware Chancery Court’s mandate to provide the Boots Capital team advance notice of any material decision involving its CEO search or Fiber sale process” (emphasis added).

No reply letter found.

Please fill in the blanks throughout the Proxy Statement, including the names of the Unopposed Company Nominees. Information that is subject to change may be bracketed.

No reply letter found.

We note the following statements in the Proxy Statement: • “For several years, Crown Castle has lagged behind its peers in terms of operational metrics and financial performance.” (shareholder letter) • “The Company’s stock price has performed worse than its direct peers during the 15year, 10-year, 5-year, 3-year, 2-year and 1-year periods prior to January 1, 2024.” (page 19) • “[T]he Company has underperformed its

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peers over all relevant time periods in the last fifteen years.” (page 19) Please provide support for these factual assertions in a revised proxy statement. Your revised disclosure should identify the peers referenced and the metrics used to compare the Company's performance with those peers.

No reply letter found.

We note the disclosure on pages 7 and 39 of the Proxy Statement that some of the Boots Parties entered into confidentiality agreements with certain "Strategic Parties" who "were engaged either as potential investors in the Boots Funds or identified as potential bidders and financing sources in a transaction involving the fiber assets of the Company . . .

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." We further note the disclosure on page 19 of the Proxy Statement to the effect that Mr. Miller formed Boots Capital as an investment vehicle to acquire interests in the Company's Common Stock. In your response letter, please explain why the Strategic Parties are not participants in this solicitation based on the definition set forth in Instruction 3(a) to Items 4 and 5 of Schedule 14A.

No reply letter found.

To avoid stockholder confusion, please consider reordering the proposals in the Proxy Statement and on the preliminary proxy card to mirror the way they are presented in the Company’s proxy statement.

No reply letter found.

On the preliminary proxy card and on page 32 of the Proxy Statement, you indicate how a properly executed GOLD proxy card will be voted “in the absence of specific instructions.” Please revise to clarify whether you are describing an entirely unmarked, but signed GOLD proxy card, or one that is signed and marked as to other matters but not marked as to the particular proposal addressed.

No reply letter found.

On the preliminary proxy card, we note that the Bylaw Proposal and the Auditor Proposal are bolded and preceded by "Proposal 2" and "Proposal 3," respectively, whereas the Nomination Proposal (Proposal 1) and the Compensation Proposal (Proposal 4) are not. Please revise the preliminary proxy card to present the Proposals consistently. Background of the Solicitation, page 7

No reply letter found.

On page 11 of the Proxy Statement, you discuss the presentation of the Boots Strategic Plan to the Board on January 30, 2024. If true, please disclose that the presented Boots Strategic Plan included the reimbursement of expenses incurred by the Boots Parties in connection with the plan.

No reply letter found.

On page 13 of the Proxy Statement, you define the “Motion to Expedite” and the “Status Quo Motion.” Please further expand these definitions and related disclosure to explain the purpose of these motions. For example, your revised disclosure should include why Mr.

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Miller and Boots Capital argued that their claims should be litigated on an expedited basis and what “status quo” they sought to maintain while the claims are litigated.

No reply letter found.

On page 15 of the Proxy Statement, you describe a hearing on March 8, 2024 before Vice Chancellor Laster regarding the First Motion to Vacate Expedition and the Status Quo Motion. Following the hearing, you state that the Motion to Expedite was granted with respect to the Recommendation Provision and the Unocal claims. Please revise this description to indicate the outcome of the Status Quo Motion.

No reply letter found.

See comment 1 above. At the hearing on March 8, 2024, you state that "Vice Chancellor Laster instructed the Company to give Mr. Miller and Boots sufficient advance notice to seek the court’s intervention should it hire a new CEO or sell the Fiber unit." Please revise to recharacterize and provide support for this opinion.

No reply letter found.

On page 25 of the Proxy Statement, under the heading ‘Arrangements among the Participants,’ you mention management fees received by 4M Management Partners and 4M Investments under the IMA and Staff and Services Agreement, respectively.

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Please revise the description of the IMA and Staff and Services Agreement to further describe the management fees specified by each of these agreements, quantifying those fees and the percentages used to calculate the fees to the extent practicable.

No reply letter found.

On page 29 of the Proxy Statement, there appears to be a typo which may cause stockholder confusion: “The Stockholders are being asked to adopt the Bylaw Proposal, which would repeal any provision of, or amendment to, the Bylaws that the Board without the approval of the Stockholders has subsequent December 19, 2023, which is the date of the most recent publicly available amendment to the Bylaws, and up to and

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including the date of the 2024 Annual Meeting” (emphasis added). Please revise.

No reply letter found.

On page 33 of the Proxy Statement, under the heading 'Quorum; Abstentions and Broker Non-Votes; No Discretionary Voting,' please revise to disclose the effect of broker nonvotes as to each matter being voted upon at the Annual Meeting. See Item 21(b) of Schedule 14A.

No reply letter found.

At the bottom of page 34 of the Proxy Statement, you indicate that record holders of the Common Stock can vote their shares by completing the GOLD proxy card or “by instructing us by telephone or via the Internet as to how you would like your shares of Common Stock voted (instructions are on your GOLD universal proxy card).” The preliminary proxy card does not appear to provide record holders of the Common Stock

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with instructions on how to vote by telephone or via the Internet. Please revise or advise.

No reply letter found.

Refer to the following statement on slide 12 of the ISS Presentation: • "Contrary to Delaware Court directives, expanded the Board in the late-stages of a proxy contest and subsequently reversed coursed following court scrutiny" (emphasis added). Please do not use this or similar statements in future soliciting materials without providing a proper factual foundation for the statement.

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In addition, as to matters for which Boots does have a proper factual foundation, please avoid making statements about those matters that go beyond the scope of what is reasonably supported by the factual foundation. Please note that characterizing a statement as one’s opinion or belief does not eliminate the need to provide a proper factual foundation for the statement; there must be a reasonable basis for each opinion or belief that the filing persons express. See Note (b) to Rule 14a-9. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at 202-551-3263.

No reply letter found.

Refer to the following statements in the investor presentation: • "As part of its lawsuit, Boots Capital sought . . . to object to the appointment of our new CEO Steven Moskowitz to the Board and its resulting expansion of the Board" (emphasis added) (page 26). • "Boots has interfered with the Fiber review at multiple stages through unneeded & baseless litigation . . .

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by seeking to keep our CEO, a critical input in the review, off the Board" (emphasis added) (page 27). Please provide support for these assertions in revised soliciting materials. Where statements are recharacterized as opinions or beliefs, support representing an appropriate factual foundation should still be provided where the statements appear. See Note (b) to Exchange Act Rule 14a-9.

The Company respectfully acknowledges the Staff’s comment.

The

Company notes that the assertions quoted above are partial quotes of the statements that have been excerpted from the May 3 Additional

Materials. Reproduced in full, the statements read as follows:

1. “As part of its lawsuit, Boots Capital sought court orders to stop the important work of the Fiber Review Committee and the CEO Search Committee and again later to object to the appointment of our new CEO Steven Moskowitz to the Board and its resulting expansion of the Board.” Read in the reply ↗

Refer to our last comment above. Provide support for your assertions on page 3 of the investor presentation that "Ted Miller is attempting to gain control of Crown Castle . . ." and "install himself as Executive Chair, or Chair in some capacity." Please revise to provide support, given that Mr. Miller is only seeking a minority of Board seats.

In its statement that Mr. Miller is attempting to gain “control” of Crown Castle, the Company is of the view that Mr. Miller is seeking “control” of the Company by attempting to gain significant and disproportionate influence on the Board which can be achieved without holding a majority of the Board’s seats. Boots Capital has itself used the word “control” in this sense within the scope of this proxy contest. For example, the Company respectfully refers the Staff to Boots Capital’s press release filed on DFAN14A on February 20, 2024 (the “Boots Press Release”).

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There, Boots Capital expressed its dissatisfaction with the Company’s Cooperation Agreement with Elliott Investment Management L.P., Elliot Associates, L.P. and Elliot International, L.P.,

(together, “Elliott” and such agreement, the “Cooperation Agreement”), pursuant to which two directors were appointed to the Board (Messrs. Genrich and Patel). In the Boots Press Release, Boots Capital stated that “the Cooperation Agreement enshrines

Elliott as the de facto controller of the Company, with direct influence at the board level and across the committees that control Crown Castle’s strategic future” (Boots Press Release, emphasis added).

Since

Boots Capital is requesting that four Board seats be filled with individuals directly affiliated with and having allegiances to Mr. Miller, including his son-in-law and two of his friends—double the two Board seats held by Elliott appointees with which Boots Capital took issue in the Boots Press Release—the Company is of the view that this comprises “control” in the sense that it would enable Mr. Miller to exert significant “control over Crown Castle’s strategic future” or serve as a “de facto controller of the Company”, to use Mr. Miller’s own words.

Company also respectfully refers the Staff to Boots Capital’s earlier statements in the Boots Press Release issued on February 20,

2024. In addition to citing Mr. Miller’s request to be appointed Executive Chairman—with no mention of only serving in such capacity until a new CEO was identified—Boots Capital cited language in Basho Techs. Holdco B, LLC v. Georgetown Basho

Inv’rs, LLC, C.A. No. 11802-VCL, 2018 WL 3326693, at *27 (Del. Ch. July 6, 2018), stating:

Broader indicia of effective control also play a role in evaluating whether a defendant exercised actual control over a decision. Examples of broader indicia include ownership of a significant equity stake (albeit less than a majority), the right to designate directors (albeit less than a majority), decisional rules in governing documents that enhance the power of minority stockholder or board-level position, and the ability to exercise outsized influence in the board room, such as through high-status roles like CEO, Chairman, or founder

(emphasis added).

According to this case cited by Boots Capital, ceding the Executive Chair or other Chair role to Mr. Miller would amount to “broader indicia of effective control,” notwithstanding his later contradictions in subsequent statements.

Putting such inconsistencies aside, the Company is of the view that there is a strong possibility that Mr. Miller would exercise “effective control” over the Company if elected to the Board.

With respect to the statement that “Mr. Miller is seeking to install himself as Executive Chair, or Chair in some capacity”, the

Company respectfully refers the Staff to the fact that, in its own materials distributed on May 1, 2024, Boots Capital described its own settlement proposal as requiring that Mr. Miller be appointed “Co-Chairman along with Rob Bartolo” (Boots Capital Definitive

Additional Materials, page 40). Only five days later, Boots Capital contradicted itself in two Definitive Additional Materials filed on

May 6, 2024 by denying ever making such an offer. Boots Capital claimed that the offer “stated no requirement of a Chair role in any capacity, with all directors being equal” (Boots Capital Definitive Additional Materials filed May 6, 2024, page 5) and “did not involve an ‘executive chairman’ nor a ‘co-chairman’ request” (Boots Capital Press Release filed May

6, 2024). Boots Capital has therefore been inconsistent in its own statements about the proposal, which, by its own admission on May 1,

2024—the last statement Boots Capital had made as of the time that the Company filed the May 3 Additional Materials—required that Mr. Miller be appointed Co-Chair alongside Mr. Bartolo. Accordingly, the Company believes that no revisions to the May 3 Additional

Materials with respect to the foregoing assertions are warranted at this time.

Read in the reply ↗

Refer to our comments above and to the assertions on page 27 of the investor presentation to the effect that Boots Capital's claimed buyers and financing sources are illusory. Please provide support for these assertions in revised soliciting materials, and avoid making them in any future materials without providing adequate support.

The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company will refrain from referring to such parties as “illusory” in further solicitation materials and will instead state that the specific identities of such buyers and financing sources remain unknown to the Company.

* * * *

The Company acknowledges that it is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Should you require any additional information or have any additional questions, please

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contact me at 212-373-3161.

Read in the reply ↗

We observed a decrease in total contracted amounts from $40.2 billion as of December 31, 2022 to $38.7 billion as of December 31, 2023. However, we note an increase in total deferred site rental receivables for the same comparable periods. Please provide us with the factors contributing to these fluctuations and the relationship between contracted amounts and deferred site rental receivables.

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Also, please consider expanding your MD&A disclosure to address the facts and circumstances that drove the changes and whether these fluctuations represent a trend that have or are reasonably likely to have a material impact on your operations. Refer to Item 303 of Regulation S-K. Note 13. Leases, page 79

The Company acknowledges the Staff’s comment and advises the Staff that total contracted revenue and deferred site rental receivables are two measures that generally move independently of each other despite being related to common underlying customer agreements. As such, the Company does not believe that there is meaningful disclosure that should be provided pursuant to Item 303 of Regulation S-K.

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As discussed in more detail below, total contracted revenue increases immediately upon execution of a new customer agreement, and then begins to decrease (upon commencement of customer payments) until the contract either expires or, in some cases, is extended or renegotiated. In contrast, the deferred site rental receivables balance typically will increase during the first half of the agreement term and decrease during the second half of the agreement term. Thus, while the Company’s total contracted revenue amount and deferred site rental receivable balance are both affected by the execution of the same underlying customer agreements, these measures will not move in tandem with each other during the term of these agreements. To explain this dynamic in more detail, the Company has provided a brief background of the two items referenced in the Staff’s comment.

Total contracted revenue

The Company’s total contracted revenue represents amounts owed to the Company by tenants pursuant to tenant agreements relating to both its Towers and Fiber segments. Typically, when a new agreement is entered into with a tenant, the aggregate annual cash flows to be received under such agreement serve to increase the total contracted revenue balance for the applicable year(s), as presented in the contracted amounts table included in Note 3. Revenues in the Company’s Form 10-K for the year ended December 31, 2023. Once the term of agreement commences and the Company begins to receive the associated amounts due from the tenant under the agreement, the respective contracted revenue balance begins to decline, and that balance continues to decrease until the contract either expires or, in some cases, is extended or renegotiated. Upon extension or renegotiation, any new contracted amounts to be received by the Company would serve to increase the total contracted revenue balance.

At any given time, including as of December 31, 2023, and December 31, 2022, the vast majority of the Company’s total contracted revenue balance is associated with its Towers segment and represents amounts due under master lease agreements (“MLAs”) with its major wireless carrier customers; these MLAs typically have multiple year terms. In addition, due to the long-term nature of our typical MLAs and the concentration of our business across a small number of major wireless carrier tenants, it is not unusual for there to be annual periods during which no MLAs are entered into or renegotiated.

In summary, increases to total contracted revenue are typically driven by new agreements with tenants and occur when such agreements are executed, renewed or renegotiated. In contrast, decreases to total contracted revenue generally occur over a period of time, i.e., over the term of the agreement as the tenant remits the associated amounts due to the Company under such agreement.

Deferred site rental receivable

Most of the Company’s tenant agreements in its Towers segment, including MLAs with its major wireless carrier customers, contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in the Consumer Price Index (“CPI”)), which serve to increase the rental rates over the life of the agreements. The escalations typically take effect on a specific date once per year during the term of the agreement (e.g., each January 1st or each July 1st). In accordance with ASC 842, for each of its tenant agreements, the Company calculates the total cash flows to be received under the non-cancelable term of the agreement (taking into account terms such as fixed escalators, upfront payments, or rent-free periods) and recognizes such cash flows as site rental revenues on a straight-line basis over the respective noncancelable term. As a result, a portion of the site rental revenues recognized in a given period represents cash collected or collectible in other periods. In a typical tenant agreement that contains fixed escalation provisions, during the first half of the agreement, the amount of site rental revenue recognized on a straight-line basis will exceed the amount of cash collected for that respective agreement; during the second half of the agreement, the reverse is true, i.e., the cash collected exceeds the amount of site rental revenue recognized on a straight-line basis. While some tenant agreements in the Company’s Fiber segment may contain escalation provisions, such escalation terms are most prevalent, and have the most significant impact, within the Company’s Towers segment.

The deferred site rental receivable balance represents, at any given time, the cumulative excess of site rental revenues recognized for tenant agreements on a straight-line basis over the amount of corresponding cash received for such tenant agreements. Consistent with the discussion in the preceding paragraph, for an individual tenant agreement, including an MLA, the balance of deferred site rental receivable will generally increase during the first half of the term of the agreement (when revenue recognized exceeds cash collected) and decrease during the second half of the term (when cash collected exceeds revenue recognized), as the amount of annual site rental revenues recognized on a straight-line basis remains unchanged during the contract period.

The Company confirms to the Staff that it applies the requirements of ASC 842 regarding straight-line revenue recognition to each of its agreements on an individual basis. In addition, when the Company calculates its straight-line site rental revenues, it considers all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element (such as an escalator tied to CPI) in addition to a minimum.

Discussion

In this section, the Company addresses the Staff’s comments on specific movements during 2023. With respect to total contracted revenues, the decrease from year end 2022 to 2023 was primarily attributable to our Towers segment and reflected the fact that the Company did not enter into any significant new MLAs during 2023. More specifically, the decrease associated with payments received from customers pursuant to previously-signed agreements for the majority of our tenant agreements was greater than the amount of increases attributable to renewals and new leasing activity during 2023 across the Company’s Towers and Fiber segments. The vast majority of the Company’s contracted revenue relates to its MLAs with major wireless carrier customers; accordingly, the Company experiences larger increases to its total contracted revenue balance during years in which long-term MLAs are entered into, followed by a period of more moderate fluctuations, including decreases, to the overall balance during the term of the agreement as the Company recognizes previously-contracted revenue. The phenomenon of large increases to contracted revenue in one period followed by gradual declines in subsequent periods is consistent with the Company’s business model, as the Company enters into new MLAs infrequently, given the typical long tenure of such MLAs and the fact that a substantial portion of the Company’s site rental revenues is derived from a small number of major wireless carrier customers.

To further illustrate the impact of significant MLA activity on total contracted revenue, it is worth noting that the Company experienced the opposite phenomenon in 2022. The most recent major MLA the Company entered into was signed with T-Mobile in January 2022 (“T-Mobile MLA”). The T-Mobile MLA alone increased the Company’s total contracted revenue balance by approximately $12 billion, and the increase in total contracted revenue from $31.3 billion at December 31, 2021, to $40.2 billion at December 31, 2022, was primarily a function of the T-Mobile MLA (partially offset by normal revenue recognition due to the passage of time).

Turning to the deferred site rental receivables balance, the increase of approximately $274 million during 2023 was primarily driven by straight-line revenue recognition related to its two then most recently-signed significant MLAs, including the T-Mobile MLA. There was a corresponding increase of $401 million in the deferred site rental receivable balance during 2022.

During both 2022 and 2023, a majority of the site rental revenues recognized was associated with agreements, inclusive of the aforementioned two recently-signed MLAs, that are, in the aggregate, in the early portion of their terms, where the revenue recorded is greater than the cash received, thereby driving an increase to the deferred site rental receivable balance. The Company expects that its deferred site rental receivable balance will continue to increase, albeit at a slower rate (pending execution of any new significant MLAs) until the aggregate site rental revenues recognized is associated with agreements that have reached the point of inflection where cash received exceeds the amount of straight-line revenues recognized, at which time the balance of deferred site rental receivable will start to decrease.

In summary, the situation wherein there was a decrease to the Company’s total contracted revenues during 2023 combined with an increase to the balance of deferred site rental receivable during the same period is not unusual, and this relationship is consistent with the Company’s ordinary course of operations, including the periodic cadence of its execution of MLAs with major wireless carrier customers. The Company respectfully submits that while its total contracted revenue amount and deferred site rental receivable balance are ultimately both affected by execution of the same underlying customer agreements, particularly MLAs with its major wireless carrier customers, the movement of these two measures will not be aligned over the term of such agreements.

The Company advises the Staff that, in regard to the Company’s total contracted revenue amount and deferred site rental receivable balance, there were no material events that occurred, or trends identified, that would require disclosure under Item 303 of Regulation S-K in addition to what the Company already discloses in the ordinary course. However, in response to the Staff’s comment and in an effort to provide additional analysis, in future quarterly and annual filings the Company will include in its MD&A disclosures language highlighting the impact, when material, on site rental revenues recognized on a straight-line basis of new and recently-executed MLAs with its major wireless carrier customers.

As the Company believes the measures of total contracted revenue and deferred site rental receivable are independent of each other, the Company does not believe Item 303 of Regulation S-K requires disclosure as to the reasons why the measures might move independently of each other during a given period. The Company will continue to evaluate any potential disclosure requirement in the future, and if a material event or trend is identified, the Company will make the appropriate disclosure at that time.

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Please tell us your consideration for expanding your disclosure to provide disclosures required by ASC 842-20-50-4, as applicable, for your finance leases. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

The Company acknowledges the Staff’s comment and advises the Staff that of the $1.4 billion balance in net property and equipment associated with finance leases and associated leasehold improvements as of December 31, 2023, the vast majority is related to towers subject to master prepaid lease agreements with AT&T and T-Mobile, for which there are no associated finance lease obligations.

Rest of the answer

The agreements were executed in connection with transactions consummated with AT&T (in 2013), T-Mobile (in 2012) and companies that are now part of T-Mobile (in 2007), each of which afforded the Company the exclusive right to lease, operate or otherwise acquire communication sites in exchange for cash consideration at the time the agreements were executed.

Excluding amounts related to the master prepaid lease agreements, as of December 31, 2023, there was $21 million of net property and equipment associated with finance leases for which there is an associated lease obligation of $8 million, all of which is related to vehicle and certain fiber finance leases; the interest expense associated with these finance leases was less than $2 million during 2023. The Company advises the Staff that it considered such balances not to be material for purposes of including all of the disclosures outlined in ASC 842-20-50-4.

In future filings, in order to provide additional clarity, the Company will separately disclose the balances attributable to the Company’s master prepaid lease agreements and the vehicle and certain fiber finance leases. Beginning with the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024, the Company undertakes to revise the disclosure as follows:

Additionally, in future filings, the Company will include a footnote similar to the following to the line item “Finance leases and other obligations” that is found in the table in Note 4. Debt and Other Obligations, page 69 of the 2023 Form 10-K: “(i) Of which $8 million and $9 million represents obligations under finance leases for December 31, 2023, and 2022, respectively.”

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If you would like to discuss our responses to the comment or if you would like to discuss any other matters, please contact the undersigned at (713) 570-3000. In my absence, please contact Edward B. Adams Jr., Executive Vice President and General Counsel at (713) 570-3000.

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We note your presentation of the measure site rental gross margin. As this measure appears to be a non-GAAP measure, in future filings please provide the disclosures required by Item 10(e)(1)(i) of Regulation S-K.

We acknowledge the Staff’s comment and, in future filings, we will provide the disclosures required by Item 10(e)(1)(i) of Regulation S-K with respect to our presentation of site rental gross margin.

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If you would like to discuss our responses to the comment or if you would like to discuss any other matters, please contact the undersigned at (713) 570-5105. In my absence, please contact Ken Simon, Senior Vice President and General Counsel at (713) 570-5101. Read in the reply ↗