Crown Castle Fiber Business Hinges on Board Battle

Crown Castle maintained its 2024 outlook in its latest quarterly earnings, despite warning shareholders of how "activist stockholders" could impact the communications infrastructure provider's financial performance.

First-quarter Crown Castle earnings show declines in its quarterly revenue and profit. The real estate investment trust registered site rental revenues of $1.59 billion in the most recent quarter, a 2% decrease from $1.6 billion a year prior. However, profit fell 26% year-over-year to $311 million. The company pointed to a $26 million decrease in service revenue, and a lower site rental revenue.

Nevertheless, Crown Castle stayed optimistic in its release.

"I'm pleased the team was able to continue to serve our customers well and deliver solid financial and operating results in the first quarter, and we remain on track to meet our full year 2024 outlook," interim president and CEO Tony Melone said.

Melone said Crown Castle showed "significant progress" on the strategic review of its fiber business. That project officially kicked off in December at the behest of investor group Elliott InvestmentManagement.

The same cooperation agreement spelled that Crown Castle would add a seat to its board directors. That decision, as well as other initiatives concerning Crown Castle's future, have led to significant pushback from co-founder and shareholder Ted Miller.

Related:Crown Castle Confirms $7.1 Billion Lightower Buy

The Founder Speaks

Shareholders are set to vote on the nominees for the Crown Castle board of directors May 22 in a decision that might settle an ongoing proxy fight.

A war of words has proliferated through various SEC disclosures over the last few months between the Crown Castle board of directors and Crown Castle co-founder Ted Miller.

Miller, who left his position as Crown Castle CEO in 2022, wrote an open letter to the company's board chairman on Feb. 20.

He nominated four people for the Crown Castle board of directors, including himself as executive chairman, and called for Crown Castle to consider his group's 39-page plan for the company. A key aspect of that plan is divesting its fiber business.

"Like you, I believe that Crown Castle must be rebooted after the shameful adventure into fiber, which has cost investors tens of billions and turned the global industry-leader into a ridiculed laggard," Miller wrote.

In the months following Miller letter, Miller has blasted Crown Castle for not taking a genuine look at his nominees. He said on April 16 that the Delaware Court of Chancery granted "expedited discovery" into Crown Castle's board expansion.

Crown Castle on April 11 announced the hire of Steven Moskowitz as its president and CEO. At the same time, it announced it would retain interim CEO Tony Melone as a board member. That decision to keep Melone on the board functionally meant that Crown Castle was expanding its board from 12 to 13 seats. Miller contends that Crown Castle "contravened their fiduciary duties" by not informing Miller's investment group, Boots Capital Management, in advance of the change. In Miller's eyes, Crown Castle adding another person to its board in advance of a shareholder vote doesn't make for a fair proxy fight.

Ted Miller

Crown Castle called Miller's lawsuit a "self-serving" attempt to make him the "de facto leader" of Crown Castle. The company also stated that it worried Miller's presence on the board of directors would impede Moskowitz's work.

“Mr. Miller’s claimed economic interest in Crown Castle represents significantly less than one-half of 1%, yet he is seeking to have his family and friends represent over one-third of the board’s independent directors," Crown Castle said in a proxy statement. "We believe that Mr. Miller is set on installing himself (as executive chair) along with his son-in-law and two friends on the board in order to obtain executive control and execute a preconceived agenda."

Crown Castle Fiber: A 'Shameful Adventure?'

The company states that it operates 40,000 cell towers and about 90,000 miles of fiber. However, the fate of its fiber business appears to hang in the balance, with Elliott Investment Management and Miller's group both prompting a close look at the business unit.

Fiber accounted for $273 million of Crown Castle's discretionary expenditures in the first quarter, compared to $35 million for towers. On the other hand, total fiber revenues (including rentals and services) added up to $527 million compared to towers' $1.1 billion.

Miller said he and his group have identified 25 potential suitors for the fiber business and have a goal of selling the unit by the end of 2024. This shift would firmly return Crown Castle's identity back to its tower business, he said.

Channel Perspective

Moving beyond from shareholder interests, what are customers and partners saying? Aram Bolduc's technology advisor firm, TopSpin Tech, helps businesses identify connectivity solutions.

TopSpin Tech's Aram Bolduc

Bolduc and other partners told Channel Futures that they and their partners have seen value in Crown Castle's fiber business.

"Our experience with Crown Castle and the team has been great. We find the fiber offering to be a great value in pricing and support to our customers as an alternative option to the cable companies or the LECs," Bolduc said.