Corvex Management 2014 Robin Hood Investment Conference Presentation

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CORVEX MANAGEMENT  LP | 712 Fifth Avenue, 23rd Floor | New York, New York 10019 Robin Hood Investors Conference October 21, 2014

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Corvex Management 2014 Robin Hood Investment Conference Presentation

Transcript of Corvex Management 2014 Robin Hood Investment Conference Presentation

  • CORVEXMANAGEMENTLP|712FifthAvenue,23rdFloor|NewYork,NewYork10019

    RobinHoodInvestorsConferenceOctober21,2014

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    Disclaimer

    Corvex Management LP (Corvex) is an investment adviser to funds that buy, hold and sell securities and other financial instruments. Thispresentation does not constitute either an offer to sell or a solicitation of an offer to buy any interest in any fund or entity associated with or advised byCorvex.

    Funds or entities advised by Corvex have as of the date of this presentation beneficial or economic interests in shares or share equivalents of CrownCastle International Corp. (CCI) and may have long or short interests or investments in the other companies referenced in this presentation. Corvexand its advised funds may buy, sell, increase or decrease their beneficial or economic exposure to, hedge or otherwise change the form, net position, orsubstance of, any of its investments related to CCI or such other companies at any time and Corvex may change its views about CCI or the othercompanies or industries referenced in this presentation at any time and without notice to the market or any other person.

    The information contained in this presentation is based on publicly available information about CCI and other companies. This presentation includesforwardlooking statements (including statements as to potential future performance or prices), estimates, projections and opinions prepared withrespect to, among other things, CCI and other companies. Such statements, estimates, projections and opinions may prove to be inaccurate and aresubject to economic, competitive, financial and other risks and uncertainties. No representation or warranty, express or implied, is made as to theaccuracy or completeness (currently or historically) of those statements, estimates, projections or opinions or any other written or oral communicationmade by or on behalf of Corvex in the presentation or otherwise with respect to CCI, the information contained in the presentation or otherwise. Theinformation contained in this presentation is provided as is and, except where otherwise indicated, statements speak as of the date made, and Corvexundertakes no obligation to correct, update or revise those statements or to otherwise provide any additional materials. The statements Corvex makesin this presentation or otherwise are not investment advice or a recommendation or solicitation to buy or sell any securities.

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    CorvexBackground

    Concentrated, valuebased investing strategy across the capital structure

    Focus on investing in high quality, North American businesses undergoingchange in industries with positive secular tailwinds

    Engage regularly with management teams with goal of developing closelongterm relationships underpinned by constructive twoway dialogue

    Longterm investment horizon and concentrated portfolio enable us toconduct heavy diligence and focus our full energy on each investment

    Knowledgebased and experienced approach to partnering withmanagement and other constituents to create shareholder value

    Approximately $7 billion of assets under management

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    InvestmentThemes

    Secular growth in a nogrowth / lowgrowth world

    - Shale gas revolution, mobile data growth, enterprise data growth,proliferation of screens

    Infrastructure assets of the 21st century

    - Recurring revenue businesses critical to modern economies, with highbarriers to entry and attractive returns on invested capital

    Capitalizing on the disconnect between cost of debt and cost of equity

    -M&A- Equity shrink and dividends

    Consolidating industries

    - Extraordinary growth through synergies and pricing power4

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    CompanyOverview Crown Castle International Corp. (CCI or the Company) is the largestU.S. operator of shared wireless infrastructure, including towers,rooftops, small cells, and associated network services

    CCI owns or operates nearly 40,000 towers in the U.S., with 56% and 71%of these sites located in the top 50 and top 100 BTAs, respectively

    Companys key customers are Verizon, AT&T, Sprint, and TMobile

    ~83% of total revenue and ~90% of gross profit derived from recurringrental payments with longterm leases

    CCI owns land underneath sites representing 34% of its gross profit, andleases remaining 66% with weightedaverage maturity of 30 years

    Customer contracts (before renewals) represent $22 billion of expectedfuture revenue with weightedaverage life of 7 years as of June 2014

    CCI began operating as a REIT for U.S. federal income tax purposeseffective January 1, 2014

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    TowerIndustryOverview A tower is a vertical structure built on a parcel of land to holdcommunications network equipment such as antennas and base stations

    Tower operator leases space to tenant with rental payments structuredunder longterm noncancellable leases (~10 year initial term withmultiple ~510 year renewal options), with fixed contractual escalators(~34% annually) and low churn (only ~12% annually)

    A tower is typically built to accommodate multiple tenants (colocation)- An additional tenant can be added to a tower with minimal capitalinvestment or increase in operating costs

    - Building a new tower is more expensive and timeconsuming thanleasing from an existing tower, driving shared network infrastructure

    - Colocation drives attractive returns on invested capital and highincremental margins for towers, while strengthening barriers to entry

    Industry growth is driven by mobile data growth, network improvements,and new spectrum deployments

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    TowerUnitEconomics CCI has 41,361 towers with an average of 2.3 tenants per tower today- 0.1 0.2 tenants per tower are added to the tower portfolio each year,driving steady longterm growth

    Source:Companypresentations,Corvex estimates.Figuresintableaboveareillustrative.

    One Two Three FourTenant Tenants Tenants Tenants

    Annual Site Rental Revenue $28,800 $57,600 $86,400 $115,200Per Tenant per Month $2,400 $2,400 $2,400 $2,400

    Annual Operating Expenses $18,000 $19,800 $21,600 $23,400Per Site per Month $1,500 $1,650 $1,800 $1,950

    Tower Cash Flow $10,800 $37,800 $64,800 $91,800% Margin 37.5% 65.6% 75.0% 79.7%Incremental Margin % -- 93.8% 93.8% 93.8%Per Site per Month $900 $3,150 $5,400 $7,650

    Unlevered Return on Invested Capital 4.3% 12.6% 18.5% 23.0%

    Invested Capital per Tower $250,000 $300,000 $350,000 $400,000

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    FinancialSummary

    10,000

    20,000

    30,000

    40,000

    2007 2008 2009 2010 2011 2012 2013 2014E

    TowerCount

    $0

    $500

    $1,000

    $1,500

    $2,000

    $2,500

    $3,000

    $3,500

    $4,000

    2007 2008 2009 2010 2011 2012 2013 2014E

    TotalRevenue

    $0

    $500

    $1,000

    $1,500

    $2,000

    $2,500

    2007 2008 2009 2010 2011 2012 2013 2014E

    AdjustedEBITDA

    $0.00$0.50$1.00$1.50$2.00$2.50$3.00$3.50$4.00$4.50

    2007 2008 2009 2010 2011 2012 2013 2014E

    AFFOperShare

    8.2%CAGR14.5%CAGR

    15.6%CAGR 16.9%CAGR

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    InvestmentThesis Strong secular growth driven by continued mobile data proliferation Exceptional business with recurring revenues, defensible barriers to entry,attractive returns on invested capital, and a strong customer base

    Attractive valuation relative to growth prospects, business quality, towerpeers, REITs, potential dividend capacity, and our view of intrinsic value

    Earnings power in excess of Street Consensus estimates in our view Relative laggard over the last year, and still the most contrarian / leastwellliked among public peers in our estimation

    Essentially all domestic tower portfolio should provide predictability,simplicity, and lower risk

    More mature business profile should result in higher capital returns CCI offers shareholders attractive riskadjusted returns, with steady andpredictable secular growth, an inexpensive valuation, and increasingcapital returns

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    HowCouldCrownCastleBeMispriced? Sprint / TMobile: as largest domestic tower operator and owner of legacyTMobile tower portfolio, CCI has greatest exposure to consolidation

    Interest rates: investor fear that interest rates were about to rise and viewthat interest rates impact tower valuation multiples or trading momentum

    AT&T transaction: in October 2013, CCI acquired a portfolio of towersfrom AT&T at a relatively high price with generous leasing terms, 83%funded through new common and preferred equity issuance

    Investor base: large market capitalization (AMT and CCI are #2 and #3 inIYR, respectively) with niche business model and GARP financial profile

    Capital allocation: significant component of shareholders future returnswill be driven by how management allocates capital

    - Uncertainty preventing CCI from receiving market valuation reflective ofthe quality and growth of its cash flows

    - Potential Verizon tower sale exacerbating capital allocation overhang10

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    CapitalAllocationOverhang

    We believe CCI is betwixt and between on capital structure and capitalallocation strategy today

    - Delevering the balance sheet while maintaining an artificially lowpayout ratio doesnt make sense and is hurting valuation in our view

    -Management has committed to ~7080% dividend payout ratio in 35years (20182020), but is leaving behind an optimal leverage ratio today

    Discounted valuation and focus on reducing leverage could impair theCompanys ability to grow both nearterm and longterm

    - Potential Verizon tower sale makes issue especially critical right now Underperformance has created frustration and put CCI on the defensive

    - Status quo is not working for shareholders Fortunately, we believe the Companys issues can be easily fixed

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    TwoOptions

    #1:IncreasePayoutRatio

    Quarterly Dividends$4.00+Dividend/Share

    80%+PayoutRatio10%+LTDividendGrowthMaintain~4.5xLeverageFlexto~6.0xforM&A

    TargetInvestmentGradeOrganicGrowthandM&AValuedonDividendYield

    #2:IncreaseLeverage

    OngoingBuybacks$1.60+Dividend/Share

    30%PayoutRatio15%+LTDividendGrowthMaintain~7.0xLeverageFlexto~7.5xforM&ANonInvestmentGrade

    OrganicGrowthandM&AValuedonAFFO/Share

    Status Quo

    DeLevering$1.60+Dividend/Share

    30%PayoutRatio15%+LTDividendGrowthMaintain~4.5xLeverageFlexto~6.0xforM&A

    TargetInvestmentGradeM&AChallenged

    ValuedonAFFO/Share

    CCI faces two clear options in our view: (i) increase its payout ratio, or (ii)increase leverage-While we believe both paths have strong merit, we believe the firstoption is the best fit for the Companys current business plans and DNA

    Either way, we firmly believe the status quo is inferior to both optionsand unacceptable

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    WhatHaveWeDoneSoFar? Corvex funds currently have beneficial or economic ownership ofapproximately 12.6 million shares and share equivalents of Crown Castle

    - Represents approximately $1 billion of economic exposure at currentmarket prices

    We recently met with management, continuing the productive dialoguewe have had with the Company for several years

    - As background, we have invested in and followed CCI and its towerpeers since the inception of Corvex in 2011

    On October 14, 2014, we released a letter and presentation to fellow CCIshareholders outlining a proposal to improve the Companys capitalallocation strategy and strengthen its valuation

    - Given recent press suggesting Verizon towers sale could be imminent,we felt compelled to reach out to fellow shareholders publicly

    - These materials available publicly at www.CorvexCCIpresentation.com13

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    WhatHaveWeDoneSoFar?(contd) Company has stated it plans to address its capital allocation policy,including dividends, on its 3rd quarter earnings call (October 31, 2014)

    -Management regularly solicits input from us and other shareholders-We believe the management team is thoughtful and wants to get to theright answer

    We plan to continue to engage with the Company and our fellowshareholders

    -We believe our proposal creates significant longterm value for owners,and we will continue to try to persuade key stakeholders of this view

    - Responsibility of the Company to embrace change or provideshareholders with a clear path to a superior alternative

    While we have a high degree of conviction in our plan, we remain open toany ideas which can be shown to further enhance this proposal orcredibly demonstrate superior returns over a similar period of time

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    RiskAdjustedReturns

    U.S.OnlyTowers

    REITElection

    TargetInvestment

    GradeRating

    SteadyDividendsw/HighPayout

    Ratio

    NewDividendPolicyistheMissingLink We believe CCI should close the circle for shareholders by increasing itsdividend payout ratio

    We model approximately 25% upside to CCIs recent share price througha change in capital allocation, and potential for over 60% upside in 15months including dividends

    Recommendations:1. Pay a dividend of at least $4.00

    per share in 20152. Guide to 10%+ dividend per

    share growth over next 3+ years3. Plan to maintain leverage of 4.5x

    and target an investment graderating over time

    4. Flex leverage up to 6.0x foraccretive M&A

    5. Delever back to 4.5x followingM&A thru EBITDA growth

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    Note:ReturnsbasedonsharepricesasofOctober17,2014unlessotherwisenoted.

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    DividendPolicyRecommendations

    Pay a dividend of at least $4.00 per share in 2015- Equates to a payout ratio of ~80% of AFFO (over 1.20x Coverage), or~70% of free cash flow after maintenance capex given cash flow benefitof prepaid rents which are straightlined in reported AFFO

    Guide to 10% or higher dividend per share growth over the next 3+ years Plan to maintain leverage of approximately 4.5x net debt / EBITDA on anongoing basis and target an investment grade credit rating over time

    Flex leverage up to 6.0x net debt / EBITDA for M&A (including potentialVerizon transaction), if deal is accretive to the standalone dividend plan

    - Delever back to 4.5x following M&A through EBITDA growth (maintain80% 90% payout ratio over time including periods following M&A)

    We do not believe this capital allocation scenario would materiallyreduce operating flexibility or increase CCIs risk profile minimalexecution risk in our view

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    80%AFFOPayoutScenario(1.20xCoverage) We believe CCI couldconservatively trade at a4.0% dividend yield inthis scenario, reducingcost of capital and drivingapprox. 25% upside torecent CCI share price

    Over time, we believe theCompany should tradebelow a 4.0% yield as newinvestors become familiarwith the CCI story, drivingadditional upside forlongterm owners

    Note:WebelieveCCIwillearnapproximately$5.00pershareofAFFOin2015,althoughweexpecttheCompanytoguidemoreconservativelythanthisfigureonits3Q14earningscallbasedonpastpractice.Stockpricesandpricepercentagechangeintablesabovedonotincludedividends received.Webelieveoperatingresultscanlikelyexceedthelongtermprojectionsabovethroughnewspectrumdeploymentsnotexplicitlymodeledhere.

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    80% AFFO Payout 2015E 2016E 2017E 2018EAFFO $1,630 $1,823 $1,963 $2,090AFFO / Share $4.99 $5.58 $6.09 $6.63

    % Growth 17.4% 11.9% 9.0% 9.0%Net Debt / LTM EBITDA 4.9x 4.5x 4.5x 4.5x

    Dividend / Share $4.00 $4.50 $5.20 $5.75% Growth 185.7% 12.5% 15.6% 10.6%Dividend Yield on Recent 4.9% 5.6% 6.4% 7.1%Coverage Ratio (AFFO) 1.2x 1.2x 1.2x 1.2xPayout Ratio (AFFO) 80% 81% 85% 87%

    CCI Price @ Yield: 2015E 2016E 2017E 2018E3.00% $133.33 $150.00 $173.33 $191.673.50% $114.29 $128.57 $148.57 $164.294.00% $100.00 $112.50 $130.00 $143.754.50% $88.89 $100.00 $115.56 $127.785.00% $80.00 $90.00 $104.00 $115.00

    Price % Change:3.00% 64.9% 85.6% 114.4% 137.1%3.50% 41.4% 59.0% 83.8% 103.2%4.00% 23.7% 39.2% 60.8% 77.8%4.50% 10.0% 23.7% 42.9% 58.1%5.00% (1.0%) 11.3% 28.6% 42.3%

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    90%AFFOPayoutScenario(1.10xCoverage) While CCI may begin at alower payout ratio asshown on previous page,we believe the optimallongterm policy is 1.10xCoverage of AFFO

    Equates to payout ratio of~90% of AFFO, or ~80% ofFCF after maint. capexgiven cash flow benefit ofprepaid rents

    1.10x Coverage scenariodrives nearly 40% upsideat a 4.0% dividend yield

    Note:WebelieveCCIwillearnapproximately$5.00pershareofAFFOin2015,althoughweexpecttheCompanytoguidemoreconservativelythanthisfigureonits3Q14earningscallbasedonpastpractice.Stockpricesandpricepercentagechangeintablesabovedonotincludedividends received.Webelieveoperatingresultscanlikelyexceedthelongtermprojectionsabovethroughnewspectrumdeploymentsnotexplicitlymodeledhere.

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    1.10x Coverage 2015E 2016E 2017E 2018EAFFO $1,626 $1,812 $1,955 $2,089AFFO / Share $4.98 $5.55 $6.02 $6.53

    % Growth 17.1% 11.4% 8.5% 8.5%Net Debt / LTM EBITDA 5.0x 4.6x 4.5x 4.5x

    Dividend / Share $4.50 $5.00 $5.50 $6.00% Growth 221.4% 11.1% 10.0% 9.1%Dividend Yield on Recent 5.6% 6.2% 6.8% 7.4%Coverage Ratio (AFFO) 1.1x 1.1x 1.1x 1.1xPayout Ratio (AFFO) 90% 90% 91% 92%

    CCI Price @ Yield: 2015E 2016E 2017E 2018E3.00% $150.00 $166.67 $183.33 $200.003.50% $128.57 $142.86 $157.14 $171.434.00% $112.50 $125.00 $137.50 $150.004.50% $100.00 $111.11 $122.22 $133.335.00% $90.00 $100.00 $110.00 $120.00

    Price % Change:3.00% 85.6% 106.2% 126.8% 147.4%3.50% 59.0% 76.7% 94.4% 112.1%4.00% 39.2% 54.6% 70.1% 85.6%4.50% 23.7% 37.4% 51.2% 64.9%5.00% 11.3% 23.7% 36.1% 48.4%

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    7.1%

    5.6% 5.5%5.0% 5.0% 4.9%

    4.1% 4.0% 3.8%

    2.3% 2.1%

    1.0%

    2.0%

    3.0%

    4.0%

    5.0%

    6.0%

    7.0%2015E Dividend Yield

    ComparableCompanies Dividend paying companies across a range of industries suggest CCIshould trade below a 4.0% yield, implying at least 24% 39% upside

    19Source:Bloomberg,WallStreetresearch,Corvex estimates.CCIbasedonCorvexestimates.

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    ComparableCompanies(contd) Clear disconnect in our view between the growth, valuation, and stabilityof proforma CCI relative to other dividend paying companies

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    [email protected]%

    DataCenterREITs

    OutdoorREITs

    Wireline

    EnergyGPs

    UtilitiesREITs(IYR)

    Wireless

    R=0.58

    3.00%

    3.50%

    4.00%

    4.50%

    5.00%

    5.50%

    6.00%

    6.50%

    7.00%

    (7.0%) (2.0%) 3.0% 8.0% 13.0% 18.0%

    2014E2016EEarnings/AFFOCAGR(X)vs.2015EDividendYield(Y)

    PFCCI(current)

    Source:Bloomberg,WallStreetresearch,Corvex estimates.CCIbasedonCorvexestimates.PFCCIdividendyieldsshownassumes2015Edividendof$4.50pershare.

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    DLRDFT

    CONE

    LAMR

    CBSO

    VZ

    T CTL

    FTR

    WIN

    [email protected]%

    R=0.85

    3.00%

    4.00%

    5.00%

    6.00%

    7.00%

    8.00%

    9.00%

    (18.0%) (13.0%) (8.0%) (3.0%) 2.0% 7.0% 12.0% 17.0%

    2014E2016EEarnings/AFFOCAGR(X)vs.2015EDividendYield(Y)

    ComparableCompanies(contd) Comparable dividend paying companies suggest CCIs dividend yieldshould compress below 4.0% over time

    Source:Bloomberg,WallStreetresearch,Corvex estimates.CCIbasedonCorvexestimates.PFCCIdividendyieldsshownassumes2015Edividendof$4.50pershare.

    PFCCI(current)

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    ComparableCompanies(contd) 1.10x Coverage scenario would place CCI #9 in the S&P 500 in terms ofdividend yield (or #14 in 80% AFFO Payout scenario) a severe valuationdisconnect which simply could not persist in our view

    Source:BloombergasofSeptember30,2014.

    10.1%

    8.8% 8.7%

    7.4% 7.4% 7.0%6.1%

    5.7% 5.6% 5.3% 5.3%

    0.0%

    2.0%

    4.0%

    6.0%

    8.0%

    10.0%HighestNTMDividendYield(S&P500)

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    AttractiveAbsoluteValuation

    To be clear, we believe CCI is significantly undervalued on an absolutebasis, and not simply relative to dividend paying companies across arange of industries

    -We view a change in the Companys dividend payout ratio as a catalystfor narrowing its discount to intrinsic value and peer trading multiples

    -While some yield stocks may be overvalued today due to the currentlow interest rate environment (i.e., stocks with high yields but limitedgrowth or even declining businesses), we believe investor demand forhigh cash returns and doubledigit dividend growth will remain strongfor the foreseeable future

    - High dividend payout ratio simply forces the market to value CCIs strongcash flows and growth, while also reducing the overhang of capitalallocation uncertainty

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    AttractiveRiskAdjustedReturns A dividend discount modelshows how simple andcompelling an investment inCCI is with a high payout ratio

    Strong downside protection:exit at market multiple P/E ofCCIs dividend (which thereforegives zero credit for cash flowin excess of dividend or futurereturns from growth capex) stillresults in a 5% IRR over 3 years

    In model to lose money over 3years, need to exit below a12.8x multiple of dividend pershare (i.e., 7.8% dividend yield)

    80% AFFO 2014E 2015E 2016E 2017EDividend / Share $1.40 $4.00 $4.50 $5.20

    % Growth -- 185.7% 12.5% 15.6%

    3 Year Stock Price +IRR Price Dividends

    3.00% 31.2% $173.33 $187.733.50% 25.5% $148.57 $162.97

    2017E 4.00% 20.8% $130.00 $144.40Exit 4.50% 16.8% $115.56 $129.96Yield 5.00% 13.3% $104.00 $118.40

    15.0x 4.5% $78.00 $92.4012.8x 0.0% $66.44 $80.84

    1.10x & VZ Deal: 2014E 2015E 2016E 2017EDividend / Share $1.40 $4.60 $5.20 $5.75

    % Growth -- 228.6% 13.0% 10.6%

    3 Year Stock Price +IRR Price Dividends

    3.00% 35.7% $191.67 $207.923.50% 29.8% $164.29 $180.54

    2017E 4.00% 24.9% $143.75 $160.00Exit 4.50% 20.8% $127.78 $144.03Yield 5.00% 17.3% $115.00 $131.25

    15.0x 8.2% $86.25 $102.5011.2x 0.0% $64.59 $80.84

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    R=0.15

    1.00

    1.50

    2.00

    2.50

    3.00

    3.50

    4.00

    4.50

    5.00

    5.50

    10.0x

    12.0x

    14.0x

    16.0x

    18.0x

    20.0x

    22.0x

    24.0x

    Apr05 Apr06 Apr07 Apr08 Apr09 Apr10 Apr11 Apr12 Apr13 Apr14

    TowersAvg.EV/NTMEBITDA(LHS)vs.U.S.10YearYield(RHS)

    TowersEV/EBITDA U.S.10Yr.Yield

    InterestRateSensitivity Minimal correlation between multiples and interest rates over last 10years; towers traded at 2024x EBITDA with rates over 200bps higher

    Source:Bloomberg.

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    InvestorBaseDiscussion

    We believe CCI can be more successful attracting yieldoriented investorsto its shareholder base than it has been at attracting traditional REITinvestors

    There are several obstacles to traditional REIT investors investing in towerREITs, including: (i) key benchmark REIT indices, (ii) perceived technologyrisk, (iii) limited alternative use for land and equipment, and (iv) no netasset value (NAV) reference metric

    In contrast to REIT investors, we believe the key requirements for yieldoriented investors are relatively straightforward: stability and growth ofdividends

    We believe a sizable dividend backed by the credit quality of Americaslargest wireless operators in a business with one of the brightest areas ofgrowth within the telecom sector will be incredibly well received byyieldoriented investors

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    HighlyUniqueEquitySecurity Simply put, we are not aware of any other security in the public marketswith proforma CCIs unique combination of growth, value, stability andyield

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    InvestmentAttributes

    Value

    CapitalReturnsStability

    Growth

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    RePackagedU.S.WirelessCreditRisk With a high payout ratio, CCI becomes a growing, pure play passthroughof repackaged U.S. wireless credit risk, structured in a taxadvantagedREIT

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    2.62% 2.60%

    3.91% 3.84%

    5.11%

    0.00%

    1.00%

    2.00%

    3.00%

    4.00%

    5.00%

    6.00%

    Verizon AT&T Sprint TMobile HighYieldIndex

    CostofDebt(aftertax,exceptHY)

    Source:Bloomberg,companyfilings.Aftertaxcostofdebtassumes38.0%normalizedtaxrate.Highyieldindexshownpretax.

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    PayoutRatioDiscussion High payout ratio maximizes share price, lowers cost of capital, and allowsfor higher longterm growth in our view

    High payout ratio will not impact ongoing growth investments or rely onthe capital markets in our view

    ~70% ~90%

    $3.50 $4.50

    (+) ()

    Greater capitalallocationflexibility;potentialtodrivehigher

    dividendgrowththrough

    increasesinpayoutratio

    Unlikelytomaximizecostofcapital;yield

    investorsmaynotgivecreditfor

    dividendgrowthinabove~10%;capitalmarketsstillrequiredfor

    largeM&A

    (+) ()

    Maximizesmetriclikelytodrivevaluationandcostofcapital;createshigherpredictabilityofreturns;increasesappealtoyieldand

    REITinvestors;shouldnotlimitgrowthcapex;maximizesvalueofIG

    creditrating

    Limitsmanagementsflexibilityamongcapitalallocationoptions;mayrequirecapitalmarketsifcapex

    growthaccelerates(e.g.,

    smallcells)

    DividendPayoutSpectrum

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    PayoutRatioDiscussion(contd) Discretionary investmentcapacity includes (i) AFFO(i.e., cash flow aftermaintenance capex), (ii)prepaid rent, and (iii) theleverage capacity createdby EBITDA growth at aconstant leverage ratio

    Even in a downside caseof only 6.0% EBITDAgrowth, CCI would have$767$930mm to investin Growth CapEx at a80%90% AFFO payoutratio, compared to 2014spending of $650mm

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    Downside Corvex Upside2014E Adjusted EBITDA $2,115 $2,115 $2,1152015E Adjusted EBITDA $2,242 $2,297 $2,327

    % Growth y-o-y 6.0% 8.6% 10.0%

    $ EBITDA Growth y-o-y $127 $182 $212Target IG Leverage Ratio 4.50x 4.50x 4.50x2015E Leverage Capacity Created $571 $820 $952

    2015E Leverage Capacity Created $571 $820 $9522015E AFFO $1,500 $1,626 $1,6752015E Prepaid Rents $165 $200 $235Total 2015E Investment Capacity $2,236 $2,646 $2,862

    Total 2015E Investment Capacity $2,236 $2,646 $2,8622015E Dividend @ 90% AFFO $1,469 $1,469 $1,469Available for Growth CapEx $767 $1,177 $1,392

    % of 2014E Growth CapEx 118% 181% 214%Memo: 2014E Growth CapEx $650 $650 $650

    Total 2015E Investment Capacity $2,236 $2,646 $2,8622015E Dividend @ 80% AFFO $1,306 $1,306 $1,306Available for Growth CapEx $930 $1,340 $1,556

    % of 2014E Growth CapEx 143% 206% 239%Memo: 2014E Growth CapEx $650 $650 $650

    Note: 2014E EBITDA and 2014E Growth CapEx shown here are at the high end of the Company's Guidance range as of 2Q14 earnings call.

  • CORVEXMANAGEMENTLP

    PayoutRatioDiscussion(contd) While we understand practice of underpromising and overdelivering,setting dividend policy based on overly conservative projections couldresult in CCI capturing a limited portion of the available upside- In theory, conservative projections imply excess coverage and thereforestock should trade at a lower dividend yield all else equal in practicethe market may or may not give such valuation credit

    We would suggest a fixed payout ratio on realized AFFO per share with a4th quarter trueup in order to maximize shareholder value

    31

    2015E AFFO / Share $4.50 $4.60 $4.70 $4.80 $4.90 $5.00 $5.10 $5.20 $5.30AFFO Payout Ratio 80% 80% 80% 80% 80% 80% 80% 80% 80%2015E Dividend / Share $3.60 $3.68 $3.76 $3.84 $3.92 $4.00 $4.08 $4.16 $4.24

    Payout Ratio incl. Prepaid Rents 70% 71% 71% 71% 71% 71% 71% 72% 72%

    CCI Price @ 4.0% Dividend Yield $90.00 $92.00 $94.00 $96.00 $98.00 $100.00 $102.00 $104.00 $106.00CCI Price @ 3.5% Dividend Yield $102.86 $105.14 $107.43 $109.71 $112.00 $114.29 $116.57 $118.86 $121.14CCI Price @ 3.0% Dividend Yield $120.00 $122.67 $125.33 $128.00 $130.67 $133.33 $136.00 $138.67 $141.33

    % Change @ 4.0% Dividend Yield 11.3% 13.8% 16.3% 18.8% 21.2% 23.7% 26.2% 28.6% 31.1%% Change @ 3.5% Dividend Yield 27.2% 30.1% 32.9% 35.7% 38.5% 41.4% 44.2% 47.0% 49.9%% Change @ 3.0% Dividend Yield 48.4% 51.7% 55.0% 58.3% 61.6% 64.9% 68.2% 71.5% 74.8%

  • CORVEXMANAGEMENTLP

    Conclusion We believe CCI offers shareholders strong secular growth, an exceptionalbusiness model, an attractive valuation, and earnings power in excess ofConsensus estimates

    However, CCI is betwixt and between on capital structure and capitalallocation today, and we believe this overhang has largely led to CCIsdiscount and its underperformance-We believe CCI faces two clear solutions: (i) increase its payout ratio, or(ii) increase leverage

    We recommend in part that CCI: (i) pay a dividend of at least $4.00 pershare in 2015, (ii) guide to 10% or higher dividend per share growth overthe next 3+ years, and (iii) plan to maintain leverage of approximately 4.5xnet debt / EBITDA to target an investment grade credit rating over time

    Our analysis suggests approximately 25% nearterm upside, and thepotential for over 60% upside in 15 months including dividends received

    We believe it is the responsibility of the Company to embrace changenow or provide shareholders with a clear path to a superior alternative

    32

  • CORVEXMANAGEMENTLP 33

    APPENDIX

  • CORVEXMANAGEMENTLP

    0

    500,000

    1,000,000

    1,500,000

    2,000,000

    2,500,000

    3,000,000

    3,500,000

    2013 2014 2015 2016 2017 2018

    NorthAmericaMobileDataTrafficForecast(TBperMonth)

    MobileDataGrowth

    34

    Source:CiscoVisualNetworkingIndex:GlobalMobileDataTrafficForecastUpdate,20132018.

    50%CAGR

    Wireless carriers must continue to invest in their networks and/or deployadditional spectrum in order to satisfy rapid mobile data growth

  • CORVEXMANAGEMENTLP

    0

    2,000,000

    4,000,000

    6,000,000

    8,000,000

    10,000,000

    12,000,000

    2013 2014 2015 2016 2017 2018

    GlobalMobileDataTrafficbyDeviceType(TBperMonth)

    Smartphones Tablets Laptops M2M

    MobileDataGrowth(contd)

    35

    Source:CiscoVisualNetworkingIndex:GlobalMobileDataTrafficForecastUpdate,20132018.

    Smartphones are the primary driver of mobile data growth in the U.S. andglobally, although newer connected devices are growing even faster

    '13-'18E '13 % '18E %CAGR of Total of Total

    Smartphones 63% 62% 66%Tablets 87% 9% 18%Laptops 30% 25% 9%M2M 113% 1% 6%All Other 27% 3% 1%

  • CORVEXMANAGEMENTLP

    MobileDataGrowth(contd)

    As smartphone penetration growthbegins to slow in the U.S., increaseddata consumption per devicecontinues to drive massive mobiledata growth

    A 4G connection currently drivesalmost 15x the traffic of earlierwireless technologies

    Higher speeds are believed to drivethe adoption and usage of highenddevices as well as more bandwidthintensive applications, includingmobile video

    36

    Source:CiscoVisualNetworkingIndex:GlobalMobileDataTrafficForecastUpdate,20132018.

  • CORVEXMANAGEMENTLP

    MobileDataGrowth(contd)

    37

    Source:Sandvine 1H2014GlobalInternetPhenomenaReport.

  • CORVEXMANAGEMENTLP

    ExceptionalBusinessModel

    Attractive secular growth profile with visible longterm drivers (e.g.,mobile data growth, new spectrum deployments) and multiyear runwayfor continued growth

    Steady, recurring revenues structured under longterm, noncancellableleases with contractual escalators and low churn

    Attractive returns on invested capital and high barriers to entry driven bycolocation model, locationbased scarcity and zoning restrictions,network effects, capital requirements and timetomarket

    Well capitalized, creditworthy customer base CCI cash flows essentiallyrepresent pass through of U.S. wireless credit risk for critical networkpayments (cash flows arguably senior to even wireless debt)

    Strong financial profile with consistent growth, high free cash flowconversion, high incremental margins, limited maintenance capexrequirements, and attractive tax profile via REIT structure

    38

  • CORVEXMANAGEMENTLP

    ValuationComparison CCIs trades at a ~1.5x2.0x discount to peers on Consensus 2014E AFFOper share, and a ~1.0x discount on Consensus 2015E AFFO per share

    CCIs valuation discount has narrowed recently due in part to investorenthusiasm around a significant dividend increase in our view

    Source:Bloomberg.

    19.5x

    20.7x21.3x

    16.9x

    18.1x 18.0x

    12.0x

    13.0x

    14.0x

    15.0x

    16.0x

    17.0x

    18.0x

    19.0x

    20.0x

    21.0x

    22.0x

    CCI AMT SBAC

    ConsensusAFFO/ShareMultiples

    2014E 2015E

    39

  • CORVEXMANAGEMENTLP

    EmbraceFutureToday

    As we discussed previously, over the next five years we expect to increaseour dividend per share by at least 15% annually. We currently have a netoperating loss balance, or NOL, of approximately $2 billion, which we wouldexpect to utilize prior to 2020. We expect that once the NOLs areexhausted, our dividend payout as a percentage of AFFO will increase fromthe approximately 30% today to something in the area of 70% to 80%,which implies a compound annual growth rate of our dividend in excess of20% over this period of time. CFO Jay Brown, 2Q14 Earnings Call

    We believe CCI should embrace its previously communicated payoutstructure now rather than artificially deferring it to 20182020- All this practice does is artificially defer stock price performance- Payout structure should not hinder growth investments logic aroundusing NOLs to drive growth or pretax returns appears hazy to us

    - Go on offensive with equity currency trading at higher multiple40

  • CORVEXMANAGEMENTLP

    21.3x

    18.5x

    21.0x

    15.7x14.8x

    25.6x

    17.7x

    15.4x

    17.7x

    10.0x12.0x14.0x16.0x18.0x20.0x22.0x24.0x26.0x28.0x U.S. Tower Precedent Transactions

    ReduceCostofCapital Potential Verizon tower sale should be an additional catalyst for CCI tochange its capital allocation plan now, strengthening its equity currency infront of a possible transaction

    Source:Companyfilingsandpressreleases,WallStreetresearch,Corvexestimates.MultiplesrepresentEV/EBITDA.

    41

  • CORVEXMANAGEMENTLP

    6.4%

    9.3%10.0%

    7.7% 7.9%

    11.6%

    9.0%9.4%

    13.2%

    0.0%

    2.0%

    4.0%

    6.0%

    8.0%

    10.0%

    12.0%

    14.0%

    CCI AMT SBAC

    2014EDomesticOrganicRevenueGrowthGuidance

    ReportedGrowth% AdjustedGrowth% AdjustedGrowth%beforeChurn

    OrganicSiteRentalRevenueGrowth CCIs organic growth (~7.7%) is similar to AMT (~7.9% domestic) afteradjusting for onetime items and accounting differences

    Source:Companyfilings,WallStreetresearch,Corvexestimates.

    42