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Corvex Management 2014 Robin Hood Investment Conference Presentation
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CORVEXMANAGEMENTLP|712FifthAvenue,23rdFloor|NewYork,NewYork10019
RobinHoodInvestorsConferenceOctober21,2014
CORVEXMANAGEMENTLP
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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CORVEXMANAGEMENTLP
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
3
CORVEXMANAGEMENTLP
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
CORVEXMANAGEMENTLP
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
5
CORVEXMANAGEMENTLP
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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CORVEXMANAGEMENTLP
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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CORVEXMANAGEMENTLP
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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CORVEXMANAGEMENTLP
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
CORVEXMANAGEMENTLP
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
11
CORVEXMANAGEMENTLP
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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CORVEXMANAGEMENTLP
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
CORVEXMANAGEMENTLP
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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CORVEXMANAGEMENTLP
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
15
Note:ReturnsbasedonsharepricesasofOctober17,2014unlessotherwisenoted.
CORVEXMANAGEMENTLP
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
16
CORVEXMANAGEMENTLP
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.
17
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%
CORVEXMANAGEMENTLP
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.
18
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%
CORVEXMANAGEMENTLP
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.
CORVEXMANAGEMENTLP
ComparableCompanies(contd) Clear disconnect in our view between the growth, valuation, and stabilityof proforma CCI relative to other dividend paying companies
20
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.
CORVEXMANAGEMENTLP
DLRDFT
CONE
LAMR
CBSO
VZ
T CTL
FTR
WIN
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)
21
CORVEXMANAGEMENTLP
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)
22
CORVEXMANAGEMENTLP
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
23
CORVEXMANAGEMENTLP
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
24
CORVEXMANAGEMENTLP
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.
25
CORVEXMANAGEMENTLP
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
26
CORVEXMANAGEMENTLP
HighlyUniqueEquitySecurity Simply put, we are not aware of any other security in the public marketswith proforma CCIs unique combination of growth, value, stability andyield
27
InvestmentAttributes
Value
CapitalReturnsStability
Growth
CORVEXMANAGEMENTLP
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
28
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.
CORVEXMANAGEMENTLP
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
29
CORVEXMANAGEMENTLP
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
30
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
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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
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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
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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.
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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.
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