Slide 1: Project Boots Opportunity Overview
©2024 Boots Capital Management, LLC ©2024 Boots Capital Management, LLC Project Boots OPPORTUNITY OVERVIEW
Slide 2: Disclaimer
©2024 Boots Capital Management, LLC PROJECT BOOTS 2 Disclaimer This communication is being furnished to you by Boots Capital Management, LLC (together with its affiliates, “ Boots ”) on a confidential basis and may not be reproduced or used for any other purpose. Your acceptance of this communicatio
Slide 3: Important Information
©2024 Boots Capital Management, LLC PROJECT BOOTS 3 Important Information CERTAIN INFORMATION CONCERNING THE PARTICIPANTS The participants in the proxy solicitation are Boots Parallel 1, LP, Boots, LP, Boots Capital Management, LLC ("Boots Capital "), Boots GP, LLC, 4M Management Partners, LLC, 4M I
Slide 4: Contents
©2024 Boots Capital Management, LLC PROJECT BOOTS Contents Why We’re Here and Why It Matters for Shareholders 5 7 Crucial Mistakes: How the Board Got It Wrong 11 Crown Castle Board’s Strategic Direction 44 Boots Operational & Governance Excellence 55 Executive Summary of Boots Plan 77 Conclusion 87
Slide 5: Why We're Here and Why It Matters for Shareholders
©2024 Boots Capital Management, LLC ©2024 ©2024 Boots Capital Management, LLC 5 Why We’re Here and Why It Matters for Shareholders PROJECT BOOTS
Slide 6: Crown Castle Needs Change to Drive Shareholder Value
©2024 Boots Capital Management, LLC PROJECT BOOTS Crown Castle Needs Change to Drive Shareholder Value • Crown Castle began life as an innovative, lean and entrepreneurial company that was creating an entire new industry and is on e o f the most important infrastructure companies in the US today. Bu
Slide 7: How Boots Drives Change That Will Build Value for Shareholders
©2024 Boots Capital Management, LLC PROJECT BOOTS 7 Seven months of intense study to help complete a Fiber transaction Extensive board - level compensation plan experience Specific knowledge of new technologies and workflow digitization The passion and care of a co - founder who is invested in the l
Slide 8: Chuck Green
©2024 Boots Capital Management, LLC PROJECT BOOTS 8 Chuck Green Founding Partner, Greenseas DWC LLC • Co - Founder, previous Chairman and CEO of Crown Castle International Corp. (1994 – 2002) • Former Airgas/Air Products Director through sale to Air Liquide (2010 – 2016) • Former ACS Director throug
Slide 9: Boots: Highly Qualified, Towers Experience, Results Oriented
©2024 Boots Capital Management, LLC PROJECT BOOTS 9 Boots: Highly Qualified, Towers Experience, Results Oriented • 1 8 year focus on investment valuation, due diligence , portfolio company management experience , telecom operations, and global defense logistics • 10 years of Global towerco /telecom
Slide 10: Boots is the missing piece to revive Crown Castle
©2024 Boots Capital Management, LLC PROJECT BOOTS Boots is the missing piece to revive Crown Castle 10 • Bring Tower industry operational and execution expertise to help CEO and management team execute • Contribute knowledge base of technologies specific to the tower industry workflow • Have passion
Slide 11: Crucial Mistakes: How the Board Got It Wrong
©2024 Boots Capital Management, LLC ©2023 ©2024 Boots Capital Management, LLC 11 7 Crucial Mistakes: How the Board Got It Wrong PROJECT BOOTS
Slide 12: Crucial Mistakes: How the Board Got It Wrong
©2024 Boots Capital Management, LLC PROJECT BOOTS 7 Crucial Mistakes: How the Board Got It Wrong 12 1 Value Destruction Significant relative Total Shareholder Return (TSR) underperformance for 1, 3, 5, 7, and 10 - year periods 2 Capital Misallocation Spent over $22bn on a fiber strategy that has not
Slide 13: CCI's Relative TSR Performance
©2024 Boots Capital Management, LLC PROJECT BOOTS CCI’s Relative TSR Performance 1 - Year 2 - Year 3 - Year 5 - Year 7 - year 10 - Year AMT (292%) (82%) (542%) (47%) (47%) (46%) SBAC (26%) (19%) (153%) (56%) (53%) (34%) S&P 500 (142%) (51,630%) (168%) (69%) (35%) (19%) Absolute TSR Performance 1 - Y
Slide 14: 1-Year Relative Total Return vs. Peers and NAREIT
©2024 Boots Capital Management, LLC PROJECT BOOTS 14 1 Year Relative Total Return vs. Peers and NAREIT (April 2024) Mistake #1 Value Destruction Source: FactSet. Data as of April 26, 2024. Over the last year, Crown Castle has Lagged AMT and the NAREIT Index May Jun Jul Aug Sep Oct Nov Dec Jan Feb Ma
Slide 15: 3-Year Relative Total Return vs. Peers and NAREIT
©2024 Boots Capital Management, LLC PROJECT BOOTS 15 3 Year Relative Total Return vs. Peers and NAREIT Mistake #1 Value Destruction Source: FactSet. Data as of April 26, 2024. Over the last 3 years, Crown Castle has Lagged AMT, SBAC and the NAREIT Index 7/21 10/21 1/22 4/22 7/22 10/22 1/23 4/23 7/23
Slide 16: 5-Year Relative Total Return vs. Peers and NAREIT
©2024 Boots Capital Management, LLC PROJECT BOOTS 16 5 Year Relative Total Return vs. Peers and NAREIT Mistake #1 Value Destruction Source: FactSet. Data as of April 26, 2024. Over the last 5 years, Crown Castle has Lagged AMT, SBAC and the NAREIT Index '19 '20 '21 '22 '23 60 80 100 120 140 160 180
Slide 17: Underperformance Across Director Tenures
©2024 Boots Capital Management, LLC PROJECT BOOTS CCI’s Relative TSR Performance Directors Tenure AMT SBAC P. Robert Bartolo (2014) 10.2 years (44%) (28%) Cindy Christy (2007) 16.7 years (43%) (53%) Ari Q. Fitzgerald (2002) 21.7 years (35%) (54%) Andrea J. Goldsmith (2018) 6.2 years (56%) (37%) Anth
Slide 18: Incumbents
©2024 Boots Capital Management, LLC PROJECT BOOTS 18 Incumbents Bartolo: Portfolio Manager • Board Chair of CCI (2007 - Present) • Portfolio Manager in the U.S. Equity Division of T. Rowe Price (2005 - 2014) • Analyzed and recommended companies in the telecommunications and related industries for T.
Slide 19: Fiber Investments: Invested $22bn beginning in 2012
©2024 Boots Capital Management, LLC PROJECT BOOTS Fiber Investments: Invested $22bn beginning in 2012 and projected to spend $1.4bn in 2024 Boots analysis indicates the $22bn is now worth approximately $12.5bn Paid high premiums – average multiple paid 15x Largest single acquisition: Lightower in 20
Slide 20: Fiber acquisition multiples paid
©2024 Boots Capital Management, LLC PROJECT BOOTS 20 Source: Elliott Reclaiming the Crown Presentation 7.6.2020. Press releases and merger announcements/filings. Note: Multiples are pre - synergies and reflect LQA EBITDA where available. Where LQA EBITDA is not available, multiples reflect expected
Slide 21: Fiber Acquisitions Dislocated CCI Performance From Peers
©2024 Boots Capital Management, LLC PROJECT BOOTS 21 Fiber Acquisitions Dislocated CCI Performance From Peers 10 - Year Relative Share Price vs. Peers Capital Misallocation Mistake #2 Shares of Crown Castle have underperformed peers by +/ - 60% due to Fiber Acquisitions +/ - 60% Relative Share Price
Slide 22: 10 Years and $22 Billion: Board reverses on fiber
©2024 Boots Capital Management, LLC PROJECT BOOTS 2017 As has been our view over the past several years, we see the ownership of deep, dense fiber in top metro markets as a competitive advantage in facilitating small cell deployments in a cost - effective and timely manner.” Jay Brown, Former Crown
Slide 23: Investing in Fiber at the Cost of the Tower Business
©2024 Boots Capital Management, LLC PROJECT BOOTS 23 40k 40k 40k 40k 40k 40k 40k 40k 40k 40k 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Investing in Fiber at the Cost of the Tower Business Cumulative Fiber Investment ($bn) Notes: Limited Information prior to 2017. 2024 Represents Management’s
Slide 24: Private tower companies deserve attention
©2024 Boots Capital Management, LLC PROJECT BOOTS “Tower “Kids” Hanging Outside the Publics Deserve Some Attention • We had an interesting conversation with one of the private tower companies’ CEOs who had a thesis that is worth calling out. It was as follows: There are eight other players not in th
Slide 25: Peer tower CEOs on staying focused on towers
©2024 Boots Capital Management, LLC PROJECT BOOTS “The fiber business isn’t a bad business. It’s a great business. It’s just not the tower business. And we are very clear, at Ame rican Tower, we want to be a tower business. We focus on being a tower business. We want to be the best tower business we
Slide 26: Fiber Has Destroyed Value – Failing to Exceed WACC
©2024 Boots Capital Management, LLC PROJECT BOOTS 10.8% 11.3% 12.2% 13.0% 7.7% 7.9% 7.4% 7.3% Q4 2020 Q4 2021 Q4 2022 Q4 2023 Towers LQA Fiber LQA Note: Prior to 2020 the company did not report these metrics CCI has continued to invest in fiber despite returns that don’t exceed its WACC of 7.6% 26 F
Slide 27: 20-Year Relative Market Capitalization Growth vs. Peers
©2024 Boots Capital Management, LLC PROJECT BOOTS '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 '20 '21 '22 '23 80 100 200 300 400 500 600 700 800 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 10,000 20,000 1412.48 3228.66 10290.63 CrownCastleInc. Monthly 100.65-0.66-0.65%2:10:39
Slide 28: Debt-Fueled Dividend
©2024 Boots Capital Management, LLC PROJECT BOOTS 28 AFFO less discretionary capex does not cover dividend commitments. Dividend increases should be a prime objective for a REIT. But the Board made major strategic errors as it repeatedly increased the dividend over time, relying on debt. In attempti
Slide 29: Dish Wireless Lawsuit
©2024 Boots Capital Management, LLC PROJECT BOOTS Dish Wireless Lawsuit: • Crown Castle’s tower business is overwhelmingly tied to the four wireless carriers in the United States: AT&T, T - Mobile, Verizon and Dish • This customer concentration places an acute focus on maintaining a healthy relation
Slide 30: Employee count growth and towers per employee
©2024 Boots Capital Management, LLC PROJECT BOOTS 30 CCI has allowed its employee count to grow beyond peer and historical Company averages • CCI’s t ower operation has become less efficient as shown by the number of towers managed per employee. • Despite technological advances, CCI increased headco
Slide 31: An Entrenched Board: Recent Distressing Actions
©2024 Boots Capital Management, LLC PROJECT BOOTS The Board’s actions failed to withstand scrutiny from shareholders or the court 31 An Entrenched Board: A History of Recent Distressing Actions Mistake #5 “Acting in Concert” Bylaw (December 2023) Elliott challenged the Board over an “Acting - in - C
Slide 32: What the Delaware Chancery Court Has to Say
©2024 Boots Capital Management, LLC PROJECT BOOTS What the Delaware Chancery Court Has to Say 32 Mistake #5 When we get to the issue of irreparable harm, I do think there's irreparable harm from the changing of the rules. This is a proxy contest that's gone forward under a particular set of rules an
Slide 33: Director responsibility for board decisions
©2024 Boots Capital Management, LLC PROJECT BOOTS 33 12/12 Directors elected to engage in a proxy fight rather than collaborate with Boots for the benefit of all shareholders Bartolo Christy Fitzgerald Melone Goldsmith Jones Thornton Stephens Kabat Genrich Patel Singer 12/12 Directors oversaw the ex
Slide 34: Board Failed to Implement Compensation Accountability
©2024 Boots Capital Management, LLC PROJECT BOOTS 34 Board Failed to Implement Compensation Accountability Mistake #5 The Board failed to properly align executive compensation to shareholder returns Unfortunately, this change comes after the Company has paid out large sums to the architects of the f
Slide 35: A Mismanaged and Expensive CEO Succession
©2024 Boots Capital Management, LLC PROJECT BOOTS 35 A Mismanaged and Expensive CEO Succession Failed Leadership Transition Resulting in Egregious Overpayment to 3 CEOs Today Jay Brown (Former CEO) Tony Melone (Former Interim CEO) Steven Moskowitz (New CEO) Title Executive Advisor Special Advisor CE
Slide 36: Executive turnover
©2024 Boots Capital Management, LLC PROJECT BOOTS There has been consistent turnover at the executive level leaving the Company in a state of uncertain leadership Since 2015 15+ Fiber executives have departed August 2021 EVP/COO Towers (Robert Ackerman) resigns August 2023 EVP/COO Towers (Cathy Pich
Slide 37: Boots engagement history with the Board
©2024 Boots Capital Management, LLC PROJECT BOOTS • We began our work in August 2023, when the Company was publicly committed to Fiber. Our approach was to compel the Company to sell the asset by bringing strong market interest • As co - founder of the Company, Mr. Miller and the rest of the Boots t
Slide 38: Board has not meaningfully explored Boots plan
©2024 Boots Capital Management, LLC PROJECT BOOTS • While Crown Castle has met with Boots, the Board has not meaningfully explored or attempted to understand our plan and vision • Further, the Board has rejected our numerous requests to share the full suite of our diligence and analysis under the pr
Slide 39: Principal-to-principal settlement discussions
©2024 Boots Capital Management, LLC PROJECT BOOTS • As part of “Fresh Look” review, Ted Miller called Rob Bartolo on March 14th to initiate a principal - to - principal discussion attempting to reach an amicable solution • Mr. Miller requested an in - person meeting with Mr. Bartolo at the location
Slide 40: Boots Settlement Proposal
©2024 Boots Capital Management, LLC PROJECT BOOTS Presented with a reasonable settlement proposal, the Board never countered or responded and instead chose this proxy contest Accept Settlement Proposal Reject Settlement Proposal Add two directors with significant tower experience and significant stu
Slide 41: Contest is about board seats, not control
©2024 Boots Capital Management, LLC PROJECT BOOTS • Despite Crown Castle’s comments in its letter to shareholders on 4/24/24 that: “ceding the control that Mr. Miller is demanding could jeopardize Crown Castle’s growth prospects and optimization” this has never been about control • Boots originally
Slide 42: Timeline: August to December
©2024 Boots Capital Management, LLC PROJECT BOOTS 42 December Matured potential fiber buyers/financing sources in their diligence. Multiple attempts to contact Board between the 15th - 21 st . Met with Chairman/Interim CEO on the 27 th August Project Boots began its evaluation of CCI fiber and tower
Slide 43: Timeline: January to April
©2024 Boots Capital Management, LLC PROJECT BOOTS 43 January/February Project Boots presents plan and interviews with Board Early March Boots brings litigation against Elliott cooperation agreement, given potential evidence of entrenchment and sense that cooperation agreement constrains Board’s busi
Slide 44: Crown Castle Board's Strategic Direction
©2024 Boots Capital Management, LLC ©202 ©2024 Boots Capital Management, LLC 44 Crown Castle Board’s Strategic Direction PROJECT BOOTS
Slide 45: Board Has Offered Limited Guidance on Fiber Direction
©2024 Boots Capital Management, LLC PROJECT BOOTS Q1 2024 Earnings Call Statements: • “On seven other occasions between January 11, 2024 and the date of the preliminary Proxy Statement, the Fiber Review Committee met with its outside legal and financial advisors to evaluate strategic alternatives fo
Slide 46: Boots vs. Crown Castle fiber review comparison
©2024 Boots Capital Management, LLC PROJECT BOOTS 46 Boots Crown Castle Fiber Valuation Review complete. Based on extensive dialogue with potential buyers and financing sources, using publicly available information, Boots diligence model contemplates $12.5bn N/A. No public disclosure . “7 meetings w
Slide 47: Fiber Plan: Crown Castle is Months Behind Boots' Schedule
©2024 Boots Capital Management, LLC PROJECT BOOTS 47 The Board conducted superficial due diligence, refusing to take the free step of signing an NDA and using our materials Fiber Plan: Crown Castle is Months Behind Boots’ Schedule Strategic Direction Boots presented a comprehensive plan to the Board
Slide 48: Board's Lack of Tower Focus
©2024 Boots Capital Management, LLC PROJECT BOOTS [W]e didn't have a deep dive into the [t] ower cost structure … there are areas for operational efficiency and he's an expert in extracting those on the tower side as well. So like I said, it was more focused on the fiber segment, but stay tuned on t
Slide 49: Crown Castle's Board Refresh Solution
©2024 Boots Capital Management, LLC PROJECT BOOTS 49 Crown Castle’s “Board Refresh” Solution Strategic Direction Post - refresh this Board still lacks requisite TowerCo experience, especially given the strategic shift ahead Directors Experience and Performance Legacy Directors Ari Fitzgerald • No pr
Slide 50: The Legacy Directors created a significant value gap
©2024 Boots Capital Management, LLC PROJECT BOOTS 50 The Legacy Directors created a significant value gap relative to peers CCI vs. AMT & SBAC: The Value Gap Remains 10 - Year Relative Share Price vs. Peers Strategic Direction +/ - 60% Relative Share Price Performance Gap Quanta Fiber Acquisition FP
Slide 51: 2020 Directors Tenure and Performance
©2024 Boots Capital Management, LLC PROJECT BOOTS Tammy Jones, Matthew Thornton, and Kevin Stephens have been on the Board for 3+ years and have overseen an incredible stretch of poor performance 2020 Directors Tenure Relative TSR Performance Tammy K. Jones, Matthew Thornton, III Kevin A. Stephens 3
Slide 52: 2020 Directors Fail to Close the Value Gap
©2024 Boots Capital Management, LLC PROJECT BOOTS Despite adding the 2020 Directors, the value gap between CCI and peers has widened 52 CCI vs. AMT & SBAC: 2020 Directors Fail to Close the Value Gap Relative Share Price Performance vs. Peers Since CCI’s “Board Refresh” responsive to Elliott’s 2020 E
Slide 53: Market's Response to Strategic Guidance
©2024 Boots Capital Management, LLC PROJECT BOOTS 53 The Company is still trading at a discount to peers despite the recent strategic guidance around Fiber, Towers and Board refresh Dec Jan Feb Mar Apr 80 85 90 95 100 105 82.70 84.54 86.31 CrownCastleInc. Daily 95.321.741.86%6:00:00PMVWAP:95.03 High
Slide 54: 70% of Analysts Rate CCI Sell or Hold
©2024 Boots Capital Management, LLC PROJECT BOOTS 54 220 60 Price 92 124 156 188 320 140 Price 176 212 248 284 400 150 Price 200 250 300 350 5% 5% 10% 9% 15% 15% 10% 11% 11% 16% 10% 5% 10% 38% 45% 33% 41% 30% 30% 35% 42% 42% 42% 55% 60% 60% 57% 50% 57% 50% 55% 55% 55% 47% 47% 42% 35% 35% 30% 0% 20%
Slide 55: Boots Operational & Governance Excellence
©2024 Boots Capital Management, LLC ©2024 Boots Capital Management, LLC 55 Boots Operational & Governance Excellence PROJECT BOOTS
Slide 56: Decades of Direct Industry Experience and Sound Judgment
©2024 Boots Capital Management, LLC PROJECT BOOTS Decades of Direct Industry Experience and Sound Judgment • Billions of dollars in entrepreneurial value creation for shareholders across different companies • Intense tower focus including the “Godfather of the Global Tower Industry” • True leaders w
Slide 57: Track record over the last seven months
©2024 Boots Capital Management, LLC PROJECT BOOTS Track record over the last seven months: • Raised capital around the Boots thesis for Crown Castle • Comprehensive plan for Fiber carve out including use of proceeds and tax • Developed long - term plan for CCI as a pure - play tower company • Extens
Slide 58: Case Studies – Ted Miller
©2024 Boots Capital Management, LLC PROJECT BOOTS 58 Case Studies – Ted Miller’s Independent Director and Governance Expertise Boots Operational & Governance Excellence Airgas Air Products targeted Airgas and nominated Mr. Miller to the board • Once on the board, Mr. Miller voted against Air Product
Slide 59: Case Studies – Chuck Green
©2024 Boots Capital Management, LLC PROJECT BOOTS 59 Case Studies – Chuck Green’s Tower Leadership and Board Expertise Boots Operational & Governance Excellence Second - largest TowerCo in Europe with over 80,000 towers in 8 markets • Appointed to the board of Vodafone Group in January 2021, after t
Slide 60: Case Studies – David Wheeler
©2024 Boots Capital Management, LLC PROJECT BOOTS 60 Case Studies: David Wheeler’s Fiber and Tower Transactional Expertise Boots Operational & Governance Excellence Interoute Italian mobile and broadcasting tower company Mr . Wheeler led Credit Suisse team which acted as : • Global Coordinator on Eu
Slide 61: Case Studies – Tripp Rice
©2024 Boots Capital Management, LLC PROJECT BOOTS 61 Case Studies – Tripp Rice’s Telecom Technology Leadership and Expertise Boots Operational & Governance Excellence Visual Intelligence Digitizes tower infrastructure with an emerging new category of Engineering Class drone data • President and CFO
Slide 62: Respected, Principled Board Members: Ted Miller
©2024 Boots Capital Management, LLC PROJECT BOOTS “I’ve been on a bunch of corporate boards, but 90% of the people are just beholden to the Chairman and the pay they get. Ted is different. When I got to know him it wasn’t under the best of circumstances. But having worked with him over a long period
Slide 63: Respected, Principled Board Members: Ted Miller
©2024 Boots Capital Management, LLC PROJECT BOOTS 63 Respected, Principled Board Members: Ted Miller Boots Operational & Governance Excellence “Ted joined us on the board at ACS at a critical juncture. Our board was not functioning well, and Ted, as a key member in our rebuild, helped us successfull
Slide 64: Respected, Principled Board Members: Chuck Green
©2024 Boots Capital Management, LLC PROJECT BOOTS 64 Respected, Principled Board Members: Chuck Green Boots Operational & Governance Excellence “Chuck Green is a real tower industry expert and his contributions to the Vantage Towers Supervisory Board and key committees were driven by his extensive t
Slide 65: Respected, Principled Board Members: Chuck Green
©2024 Boots Capital Management, LLC PROJECT BOOTS 65 Respected, Principled Board Members: Chuck Green Boots Operational & Governance Excellence “Chuck Green was an invaluable member of the board at edotco , and was both an able steward of the business on behalf of the Board, as well as a great sourc
Slide 66: Respected, Principled Board Members: David Wheeler
©2024 Boots Capital Management, LLC PROJECT BOOTS 66 Respected, Principled Board Members: David Wheeler Boots Operational & Governance Excellence “David was the lead independent director and Chair of the Executive Committee (which effectively oversaw the operation of the company between board meetin
Slide 67: Respected, Principled Board Members: David Wheeler
©2024 Boots Capital Management, LLC PROJECT BOOTS 67 Respected, Principled Board Members: David Wheeler Boots Operational & Governance Excellence “I am the former CEO of Interoute which was Europe’s largest enterprise fibre network. I worked with David Wheeler and his Credit Suisse team on a number
Slide 68: Respected, Principled Board Members: Tripp Rice
©2024 Boots Capital Management, LLC PROJECT BOOTS 68 Respected, Principled Board Members: Tripp Rice Boots Operational & Governance Excellence “I am the CEO of PowerX Technology Limited ( PowerX ), a company that deploys AI and advanced data science to drive operational and management efficiencies a
Slide 69: Boots Candidates vs. CCI Candidates
©2024 Boots Capital Management, LLC PROJECT BOOTS Boots Candidates CCI Candidates Ted Miller Chuck Green Tripp Rice David Wheeler Rob Bartolo Kevin Kabat Cindy Christie Ari Fitzgerald Founder of a TowerCo ● ● ○ ○ ○ ○ ○ ○ Help found tower industry and towers as investible asset class ● ● ○ ● ○ ○ ○ ○
Slide 70: Board skills comparison
©2024 Boots Capital Management, LLC PROJECT BOOTS Ted Miller Chuck Green Tripp Rice David Wheeler Rob Bartolo Kevin Kabat Cindy Christie Ari Fitzgerald Public Company Board Experience Current or prior service as a director of a U.S. public company ● ● ○ ○ ● ● ● ● Financial Experience with capital ma
Slide 71: Ted Miller (30 years of tower experience)
©2024 Boots Capital Management, LLC PROJECT BOOTS 71 Ted Miller (30 years of tower experience) • Co - Founder, CEO, Executive Chairman, Crown Castle • Director, Airgas (Public Company) • Director, Affiliated Computer Systems (Public Company) • Founder M7 Aerospace (global defense BPO company) • Foun
Slide 72: How We Support the New CEO as Board Members
©2024 Boots Capital Management, LLC PROJECT BOOTS 72 Seven months of intense study to help complete a Fiber transaction Extensive board - level compensation plan experience Specific knowledge of new technologies and workflow digitization Co - founder, passion with a long - term shareholder value pro
Slide 73: The New CEO's Long To-Do List
©2024 Boots Capital Management, LLC PROJECT BOOTS The Boots team is excited to work with Steven Moskowitz • Mr. Moskowitz brings a new perspective and historical tower experience to the table, both of which are important to the Company’s next steps • However, there is a significant amount of work to
Slide 74: Questions and answers on Boots campaign
©2024 Boots Capital Management, LLC PROJECT BOOTS 74 Q Aren’t you doing this just to get your expenses reimbursed? A This makes no sense on its face. We have approximately $100mm in Company exposure and have devoted more than seven months of eff ort to improving Crown Castle. We’re not in it to get
Slide 75: Questions and answers on lawsuit and diversity
©2024 Boots Capital Management, LLC PROJECT BOOTS 75 Q Your lawsuit is frivolous and distracting A We could not stand idly by as the Board continues to support a legal framework with Elliott that deprived shareholders of a f air election. We have been thanked by investors for ensuring the Board oper
Slide 76: Shareholders stand to benefit from combined experience
©2024 Boots Capital Management, LLC PROJECT BOOTS Shareholders stand to benefit from the combined experience, capabilities and decision - making of these three parties 76 • Bring Tower industry operational and execution expertise to help CEO and management team execute • Contribute knowledge base of
Slide 77: Executive Summary of Boots Plan
©2024 Boots Capital Management, LLC ©2024 Boots Capital Management, LLC 77 Executive Summary of Boots Plan PROJECT BOOTS
Slide 78: Boots' Plan Background
©2024 Boots Capital Management, LLC PROJECT BOOTS Boots’ Plan Background Fiber Plan Towerco Plan • Work began in August • Completed evaluation with shareholder input using publicly available information and industry expertise • Initiative born out of frustration with Company performance • Seasoned t
Slide 79: Fiber Plan: Carve-Out Fiber/Sale
©2024 Boots Capital Management, LLC PROJECT BOOTS Fiber Plan: Carve - Out Fiber/Sale 79 Key Term Expectation/Considerations Fiber Valuation Range • $12 - 15bn based on work completed with buyers • Modeling work assumes $12.5bn sale price CCI Retained Ownership • 25% rollover equity • Strategic align
Slide 80: Fiber Plan: Use of Proceeds
©2024 Boots Capital Management, LLC PROJECT BOOTS Fiber Plan: Use of Proceeds 80 Sources Uses Sale Proceeds (net) $11,161 Floating Rate Debt Paydown $2,707 Rollover Fiberco Equity $1,300 Fixed - Rate Debt Paydown/Buyout $3,779 Share Buyback $1,873 ATT/TMO Early Buyout $2,802 Fiberco Rollover Equity
Slide 81: Fiber Sale Significantly Improves TowerCo Fundamentals
©2024 Boots Capital Management, LLC PROJECT BOOTS Fiber Sale Significantly Improves TowerCo Fundamentals 81 $ 1,655 $ 285 82.8% Total Capex $ 1,430 $ 2,154 50.7 % AFFO after Discretionary Capex $3.30 $5.13 55.6 % AFFO after Discretionary Capex per Share ($,1304) $ 215 116.5% AFFO after Disc. Capex l
Slide 82: TowerCo Plan: Back to Ops Basics
©2024 Boots Capital Management, LLC PROJECT BOOTS TowerCo Plan: Back to Ops Basics Optimize Headcount Restore Culture Technology Initiatives M&A • Currently 18 towers/EE • AMT Operates US with 23 towers/EE • AMT Operates globally with 38 towers/EE • In 2013 , CCI Operated 40k towers with 1,400 EEs (
Slide 83: Project Boots: Moving with Experience, Urgency and Focus
©2024 Boots Capital Management, LLC PROJECT BOOTS Project Boots: Moving with Experience, Urgency and Focus to Reboot CCI For the Long - Term 83 Fiber Sale Unlocks Significant Value – CCI Rerates to 25x+ 6 - Month Head Start On Fiber Sale 2024 Fiber Sale – $1 Billion+ of Potential Tax Benefits to CCI
Slide 84: Boots Team Body of Work to Improve CCI
©2024 Boots Capital Management, LLC PROJECT BOOTS Boots Team: 6 - Month Body of Work to Improve CCI 1. Fiber Qualitative Analysis 2. Fiber Carve - out Model 3. Fiber Enterprise Business Opportunity Analysis 4. Fiber Small Cell Business Opportunity Analysis 5. Fiber Sale Structure Strategy 6. Fiber S
Slide 85: Fiber Plan: Qualitative Due Diligence Completed
©2024 Boots Capital Management, LLC PROJECT BOOTS Fiber Plan: Qualitative Due Diligence Completed • Evaluation of fiber assets known today. Comparison to industry peers in quality, scope, and size • Review of fiber operations - sales, delivery, ongoing operations, support. Determining areas of weakn
Slide 86: Fiber & TowerCo Due Diligence Items
©2024 Boots Capital Management, LLC PROJECT BOOTS Fiber & TowerCo Due Diligence Items 86 Commercial and Operational Tax Corporate Finance • Market size and growth (incl. small cell and enterprise revenue forecasts) • Fair - share potential and enterprise penetration (incl. full - potential customers
Slide 87: Conclusion
©2024 Boots Capital Management, LLC ©2024 Boots Capital Management, LLC 87 Conclusion PROJECT BOOTS
Slide 88: Conclusion: Need for Change to Drive Shareholder Value
©2024 Boots Capital Management, LLC PROJECT BOOTS Conclusion Failed Leadership by Crown Castle Board Governance • No succession plan has cost shareholders dearly • Board lacks relevant skillsets to support new CEO • Board poor refreshment process has resulted in continued underperformance • No hones
Slide 89: Appendix
©2024 Boots Capital Management, LLC ©2024 Boots Capital Management, LLC 89 Appendix PROJECT BOOTS
Slide 90: Boots' Plan Detail – Fiber/Small Cells
©2024 Boots Capital Management, LLC ©2024 Boots Capital Management, LLC 90 Boots’ Plan Detail – Fiber/Small Cells PROJECT BOOTS
Slide 91: Fiber Plan: Carve-Out Fiber/Sale
©2024 Boots Capital Management, LLC PROJECT BOOTS Fiber Plan: Carve - Out Fiber/Sale 91 Key Term Expectation/Considerations Fiber Valuation Range • $12 - 15bn based on work completed with buyers • Modeling work assumes $12.5bn sale price CCI Retained Ownership • 25% rollover equity • Strategic align
Slide 92: Fiber Plan: Use of Proceeds
©2024 Boots Capital Management, LLC PROJECT BOOTS Fiber Plan: Use of Proceeds 92 Sources Uses Sale Proceeds (net) $11,161 Floating Rate Debt Paydown $2,707 Rollover Fiberco Equity $1,300 Fixed - Rate Debt Paydown/Buyout $3,779 Share Buyback $1,873 ATT/TMO Early Buyout $2,802 Fiberco Rollover Equity
Slide 93: Debt Portfolio Alternatives
©2024 Boots Capital Management, LLC PROJECT BOOTS Debt Portfolio Alternatives 500 2,650 4,957 2,600 1,900 750 2,850 750 750 3,750 1,750 1,000 1,000 2,000 3,000 4,000 5,000 6,000 2025 2026 2027 2028 2029 2030 2031 2033 2034 2041 and beyond Face Value of Debt ($mm) Current and Pro Forma Maturity Profi
Slide 94: Fiber Sale Significantly Improves Towerco Fundamentals
©2024 Boots Capital Management, LLC PROJECT BOOTS Fiber Sale Significantly Improves Towerco Fundamentals 94 $ 1,655 $ 285 82.8% Total Capex $ 1,430 $ 2,154 50.7 % AFFO after Discretionary Capex $3.30 $5.13 55.6 % AFFO after Discretionary Capex per Share ($,1304) $ 215 116.5% AFFO after Disc. Capex l
Slide 95: Selling Fiber And Small Cells Maximizes Value
©2024 Boots Capital Management, LLC PROJECT BOOTS Selling Fiber And Small Cells Maximizes Value • Based on our diligence, investigation with a major consulting firm and publicly available information we believe selling smal l c ells and fiber together maximizes shareholder value. As our plan has alw
Slide 96: Technical Challenges for Small Cell & Enterprise Separation
©2024 Boots Capital Management, LLC PROJECT BOOTS 96 Technical Challenges for Small Cell & Enterprise Separation Identified Challenges Description Potential Remediation Net Impact Diversity of Site Configurations ▪ Sites can be single tenant, collocated on the same pole, or near - net locations. Add
Slide 97: Technical Challenges for Small Cell & Enterprise Separation
©2024 Boots Capital Management, LLC PROJECT BOOTS 97 Technical Challenges for Small Cell & Enterprise Separation Highly Unlikely Manageable TECHNICAL VIABILITY Vertical Asset Anchor Tenant Second Tenant Backhaul Lateral C o n d u i t Enterprise Buyer Enterprise Buyer Vertical Asset Anchor Tenant Sec
Slide 98: Fiber Plan: Sale Timeline
©2024 Boots Capital Management, LLC PROJECT BOOTS Fiber Plan: Sale Timeline 98 Crown Separation Deal Validation Typical Market Timeline … Separation TowerCo FiberCo TowerCo Perimeter TSA/ rTSA Financials Etc.. • Outside - in deal models ( complete ) • Outside - in validation ( complete ) • Quantitat
Slide 99: Economic Antitrust Analyses
©2024 Boots Capital Management, LLC PROJECT BOOTS Economic Antitrust analyses to inform regulatory risks towards expediting Fiber transaction review and approval timelines 99 Assessments Assessments 1 Relevant Product Market Determine the relevant competitors to consider in the ensuing analyses (e.g
Slide 100: Boots Plan Detail: Towerco
©2024 Boots Capital Management, LLC ©2024 Boots Capital Management, LLC 100 Boots Plan Detail: Towerco PROJECT BOOTS
Slide 101: Towerco Plan: Back to Ops Basics
©2024 Boots Capital Management, LLC PROJECT BOOTS Towerco Plan: Back to Ops Basics Optimize Headcount Restore Culture KPI Methodology Carrier Relationships • Currently 18 towers/EE • AMT Operates US with 23 towers/EE • AMT Operates globally with 38 towers/EE • In 2013 , CCI Operated 40k towers with
Slide 102: Towerco Plan: Back to Ops Basics
©2024 Boots Capital Management, LLC PROJECT BOOTS Towerco Plan: Back to Ops Basics M&A Ground Interests PA Corporate Campus Technology Initiatives • CCI positioned to successfully compete with AMT and SBA on opportunistic M&A • Fiber constrained M&A • CCI will benefit from M&A in current rate enviro
Slide 103: Towers per Employee
©2024 Boots Capital Management, LLC PROJECT BOOTS Towers per Employee 103 18 23 29 38 0 5 10 15 20 25 30 35 40 CCI - Current AMT - US CCI - 2013 AMT - Global
Slide 104: The New CCI Tower of Value
©2024 Boots Capital Management, LLC PROJECT BOOTS The New CCI Tower of Value 104 Financial Results Carrier / Customer Results Process & Technology Results People Results Strategic Partnership Increase Enterprise Value – Stock Price Reduce Costs Optimize Capex Reduce Portfolio Risk Increase Revenue C
Slide 105: Digital Impact to Tower Lifecycle Management
©2024 Boots Capital Management, LLC PROJECT BOOTS Digital Impact to Tower Lifecycle Management Digital Twin Site Visit Upgrade Request General Arrangement Drawings Upgrade Approvals Site Climb Down Structural Analysis Detailed Design Pack Fabrication Drawings Handover Site Construction Process Start
Slide 106: Digital Twin: Full Data Services Design
©2024 Boots Capital Management, LLC PROJECT BOOTS Digital Twin: Full Data Services Design 106
Slide 107: Strategic Initiatives and Key Intended Outcomes
©2024 Boots Capital Management, LLC PROJECT BOOTS Months (1) Strategic Initiatives Key Intended Outcomes (KIOs) 1 - 12 Reboot x Establish ROIC as Key Performance Indicator (KPI) and Link ROIC to Executive Compensation x Align Executive Team with Shareholder Value (SHV) x Eliminate non - value - adde
Slide 108: Shareholder Value Implications
©2024 Boots Capital Management, LLC ©2024 Boots Capital Management, LLC 108 Shareholder Value Implications PROJECT BOOTS
Slide 109: Key Model Assumptions: 2025-2028
©2024 Boots Capital Management, LLC PROJECT BOOTS Key Model Assumptions: 2025 - 2028 109 Variable Assumption Considerations Revenue CAGR 4.5% • In line with analysts’ outlooks, inclusive of discontinuation of installation services EBITDA Margin 69% • Peer benchmarking identified improvement opportun
Slide 110: EBITDA Bridge 2024-2026
©2024 Boots Capital Management, LLC PROJECT BOOTS EBITDA Bridge 2024 - 2026: Headcount Reduction to AMT US 110
Slide 111: Implied US EBITDA Multiple Calculations
©2024 Boots Capital Management, LLC PROJECT BOOTS Implied US EBITDA Multiple Calculations 111 AMT: Calculated Segment Level 2024E Adj. EBITDA Geography % Adj. EBITDA (a) 2024E Adj. EBITDA Multiple (b) EV (c) GPCs considered in multiple (d) Data Centers 6.0% 431 21.6x 9,336 Equinix, DigitalBridge , D
Slide 112: Fundamental Value Heatmap
©2024 Boots Capital Management, LLC PROJECT BOOTS Fundamental Value Heatmap 112 2025 - 2028 CAGR / Average Towerco AMT SBAC Towerco AMT SBAC US Tower Metrics US Revenue Per Tower 2 1 3 122,582 129,844 111,001 US Revenue Growth Per Tower 1 2 3 4.5% 2.6% 2.4% US EBITDA Per Tower 2 1 3 86,944 101,534 8
Slide 113: Share Price Bridge: 25x 2025
©2024 Boots Capital Management, LLC PROJECT BOOTS Share Px Bridge: 25x 2025 - Headcount Reduction to AMT US 113
Slide 114: Share Price Sensitivity Tables
©2024 Boots Capital Management, LLC PROJECT BOOTS Share Price Sensitivity Tables 114 EBITDA Multiple Sensitivity 2025 - 2026 EBITDA % Price Change EBITDA Multiple 2025 2026 2025 2026 23.0x $136.14 $143.34 22.7% 29.1% 24.0x $143.76 $151.25 29.5% 36.3% 25.0x $151.36 $159.15 36.4% 43.4% 26.0x $158.95 $
Slide 115: Towerco Plan: AFFO After Discretionary Capex
©2024 Boots Capital Management, LLC PROJECT BOOTS Towerco Plan: AFFO After Discretionary Capex 115 Interest savings impact to AFFO of $330mm more than bridges the $200mm top line impact of 2025 Sprint Churn
Slide 116: Towerco Plan: Fiber Sale Price Sensitivity
©2024 Boots Capital Management, LLC PROJECT BOOTS Towerco Plan: Fiber Sale Price Sensitivity Stock Price Calculation ($) as of December 2024 Assumed Tower Multiple (of 2025E Tower EBITDA) 18.0 x 19.0 x 20.0x 21.0 x 22.0 x 23.0 x 24.0 x 25.0 x 26.0 x 27.0 x 28.0 x Fiber at Calc Fiber Value ($) 9.3 x
Slide 117: Boots Tower Co Dividend @ $6.26 per share
©2024 Boots Capital Management, LLC PROJECT BOOTS Boots Tower Co* Dividend @ $6.26 per share » By 2029, AFFO** will be sufficient to fund a $6.26 per share annual dividend » The cumulative delta between AFFO and a dividend payout at $6.26 p/s is $1.3B from 2025 to 2029. » There is $4.8B in capital a
Slide 118: Boots Tower Co Dividend @ $4.62+ per share
©2024 Boots Capital Management, LLC PROJECT BOOTS Boots Tower Co** Dividend @ $4.62+ per share » Annual dividend funded at 90% of AFFO** » Dividend @$4.62 per share with annual growth of 6 - 8% » There is $7.3B in capital available at 6.0x leverage. *Boots Tower Co reflects the standalone Tower Co b