Ted Miller files suit to invalidate Crown Castle cooperation agreement

Ted B. Miller, co-founder of Crown Castle, and his investment vehicle Boots Capital Management filed a complaint in the Court of Chancery of the State of Delaware seeking to invalidate the cooperation agreement between Crown Castle’s Board of Directors and Elliott Investment Management, announced on December 20, 2023. Under the terms of the cooperation agreement, Elliott and the Company appointed two new directors, Jason Genrich, Partner at Elliott, and Sunit Patel, CFO of Ibotta, to the Board. Elliott received substantial governance rights without the customary provision that it be required to maintain an equity ownership position in the Company. Miller stated: “The Crown Castle Board’s short-sighted decision to enter into this fundamentally unlawful cooperation agreement just prior to the Company’s nomination window is yet another example of the Board’s poor governance, lack of accountability, hostility towards its shareholders, and track record of flawed decision making, all of which have resulted in the destruction of tens of billions of dollars in shareholder value. Moreover, the terms of the cooperation agreement granted Elliott certain governance rights without requiring it to maintain an equity ownership position in the Company, grossly misaligning Elliott’s short-term profit incentives with the long-term interests of Crown Castle and its shareholders. Submitting the cooperation agreement to a shareholder vote is a necessary step to help restore the Company’s credibility with investors and forestall costly and distracting litigation, which could delay a sale of the Company’s fiber assets and further erode shareholder value. However, given the Board’s continued refusal to put the unlawful cooperation agreement to a shareholder vote, we have filed this lawsuit to defend the rights of Crown Castle’s shareholders. It is unconscionable that the Company’s current Board has just seven total years of tower industry operating experience, even after the recent addition of new directors. To that end, we believe Crown Castle’s Board must be reconstituted with directors that have the necessary industry expertise and skillsets to execute a long-term strategy that will enhance operational excellence, fix the Company’s broken culture, and restore and unlock meaningful value for long-suffering shareholders.”