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Crown Castle Inc

Exchange: NYSESector: Real EstateIndustry: REIT - Specialty

Crown Castle International Corp. (CCIC) owns, operates and leases shared wireless infrastructure, including towers and other structures, such as rooftops (towers); distributed antenna systems (DAS)(each such system is a network of antennas for the benefit of wireless carriers and is connected by fiber to communication hubs designed to facilitate wireless communications), and interests in land under third party towers in various forms (third party land interests) (unless the context otherwise suggests or requires, references herein to wireless infrastructure include towers, DAS and third party land interests). Its core business is renting space or physical capacity (collectively, space) on its towers, DAS and, to a lesser extent, third party land interests (collectively, site rental business) through long-term contracts in various forms, including license, sublease and lease agreements (collectively, contracts). In April 2012, it acquired NextG Networks, Inc.

Did you know?

Profit margin stands at 10.4%.

Current Price

$86.57

+2.11%

GoodMoat Value

$99.85

15.3% undervalued
Profile
Valuation (TTM)
Market Cap$37.70B
P/E84.91
EV$64.71B
P/B
Shares Out435.48M
P/Sales8.84
Revenue$4.26B
EV/EBITDA31.57

Crown Castle Inc (CCI) — Q4 2024 Earnings Call Transcript

Apr 4, 20268 speakers5,685 words45 segments

Operator

Good afternoon, and welcome to the Fourth Quarter 2024 Crown Castle Earnings Conference Call. All participants will be in a listen-only mode. After today’s presentation, there will be an opportunity to ask questions. Please note this event is being recorded. I would now like to turn the conference over to Kris Hinson, Vice President of Corporate Finance and Treasurer. Please go ahead.

O
KH
Kris HinsonVice President of Corporate Finance and Treasurer

Thank you, and good afternoon, everyone. Thank you for joining us today as we discuss our fourth quarter 2024 results. With me on the call this afternoon are Steven Moskowitz, Crown Castle’s Chief Executive Officer; and Dan Schlanger, Crown Castle’s Chief Financial Officer. To aid the discussion, we have posted supplemental materials in the Investors section of our website at crowncastle.com that will be referenced throughout the call. This conference call will contain forward-looking statements, which are subject to certain risks, uncertainties, and assumptions, and actual results may vary materially from those expected. Information about potential factors, which could affect our results, is available in the press release and the Risk Factors sections of the Company’s SEC filings. Our statements are made as of today, March 13, 2025, and we assume no obligation to update any forward-looking statements. In addition, today’s call includes discussions of certain non-GAAP financial measures. Tables reconciling these non-GAAP financial measures are available in the supplemental information package in the Investors section of the Company’s website at crowncastle.com. With that, let me turn the call over to Steven.

SM
Steven MoskowitzCEO

Thank you, Kris, and good afternoon, everyone. Today, our Company announced very exciting news that we successfully signed a definitive agreement to sell our Fiber segment to a combination of companies, EQT Active Core Infrastructure Fund and Zayo Group Holdings. EQT has agreed to acquire Crown Castle’s small cell business and Zayo has agreed to acquire Crown Castle’s commercial enterprise fiber business. The transaction will be subject to customary regulatory approvals and we expect the transaction to close sometime in the first half of 2026. I’m happy to say that with this announced transaction, we have officially concluded Crown Castle’s fiber strategic review. Let me repeat, we have officially concluded Crown Castle’s fiber strategic review. As we’ve conveyed in the past, the Board of Directors dedicated a tremendous amount of time to conduct a comprehensive strategic and operational review of our fiber businesses with the end goal in mind to maximize shareholder value. After considering a variety of transaction structures and potential counterparties, we believe the sale of these businesses to EQT and Zayo will maximize the long-term value to Crown Castle’s shareholders from the combination of the proceeds from this transaction and Crown Castle’s ability to enhance the value of our tower business by creating a focused and premium pure-play U.S. tower company. In consultation with financial, legal, and strategic advisors and the executive management team of Crown Castle, Crown Castle made the decision to sell the businesses at this time for the following reasons. Although the 90,000 route miles of high strand count fiber located in the largest markets in the U.S. are great assets, the fiber solutions business has a different business model and different customer base than towers and requires different operational capabilities. Because the similarities between towers and fiber solutions are somewhat limited, we determined they should be separated to enhance focus on the systems, structure, and capabilities needed to maximize the value of towers. And while towers and small cells share similar market dynamics, we ultimately decided that the operating capabilities needed to run a tower business and a small cell business were dissimilar enough that the synergies between the two businesses were more than offset by the enhanced value we believe we will unlock in the tower business by creating a focused and premium pure-play U.S. tower company. Lastly, we felt that if we were able to secure enough value for the fiber portfolio, it would position the tower business well for future growth and maximize shareholder value. After the anticipated transaction closes, we will generate substantial cash proceeds from the sale of our Fiber segment that we expect to use to transform our tower business by repaying debt, strengthening our balance sheet and returning capital to shareholders through dividends and share repurchases. We believe this greater financial flexibility and optionality will help us to grow into the future as the only pure public U.S. tower company. We also believe in the attractive value of our U.S. tower business and that share repurchases are a compelling opportunity in the current market environment. So before I move on, I would like to send a message of thanks and appreciation to the Crown Castle employees, particularly those on the fiber side and those who have been providing extensive corporate support to the fiber businesses. Their tireless work has allowed us to continue delivering solid results as we’ve evaluated strategic alternatives. As part of the strategic and operating review, we announced the realignment of our operational strategy to focus on free cash flow generation as opposed to topline revenue growth. We increased the hurdle rates of our project pipeline, raised the efficiency of our capital spending, and updated our 2024 forward forecast. And through all of this, our fiber solutions, our small cells, and our corporate support teams remain positive, intent on delivering for customers at the same rate as always, and focused on achieving solid financial and operating results. Thank you to the Crown Castle team members. I also want to send a shout out to our lead advisors, Marco and Calvin at Morgan Stanley, Dan and Chris at Bank of America, Andrew and Scott at Paul Weiss, David and Harry at Morgan Lewis, and Sarah at Ernst & Young. We appreciate you and your team’s dedication to helping us complete this transaction. Now, let me focus for a few minutes on our results for last year. I’m pleased to report that our teams delivered solid operating and financial performance for the fourth quarter and full-year 2024 across our towers, fiber solutions, and small cell businesses. Our results continue to validate our ability to deliver for our customers and shareholders in a year where we implemented significant changes to how we operate and invest in our business. In fact, we drove structural reductions in operating costs of $100 million on an annualized basis and reduced net CapEx by almost $200 million versus the revised 2024 full-year forecast that we announced in June, and $400 million versus the original 2024 guidance we provided in October of 2023. We achieved these cost reductions while delivering organic growth net of Sprint churn of 4.5% in towers, 12% in small cells, and 2% in fiber solutions. There is a point I want to emphasize, and that is the 12% organic growth in small cells was driven by over 12,500 revenue-generating nodes that we added during 2024. And not only is that in line with the updated guidance we provided in conjunction with our operating plan changes that we announced in June, it happens to be the highest level of incremental annual node production in the Company’s history. There are a couple of additional items we noted in our press release that I would like to comment on briefly. First, we’ve enhanced the way we report our organic growth to provide investors with more specificity around recurring revenue. These changes are reflected in the numbers that I just mentioned—4.5% growth in towers, 12% growth in small cells, and 2% growth in fiber solutions. With this more granular approach to organic growth reporting, which you can find in our earnings supplement, we’ve separated out other billings and other revenues, which capture the impact of items unrelated to recurring leasing activity, including non-recurring revenue items like back billings, pass-through taxes, and tenant cancellation fees. We believe providing this additional level of transparency is a better indication of recurring growth and will help investors better track our underlying business in progress. As is always the case, in the fourth quarter, we performed our annual goodwill impairment test, which indicated that the carrying amount of the Fiber Reporting unit, which includes both our small cells and fiber solutions businesses, exceeded its estimated fair value. As a result, we’ve recorded a goodwill impairment charge of about $5 billion for full-year 2024 and have no goodwill remaining for the Fiber Reporting segment. The reduction to fair value was driven primarily by our decision to reduce and defer our small cell development plans due to the changes we made in our return thresholds, as well as the work that we did with our customers on their recalibrated network deployment plans in the short- and mid-term, alongside the higher cost of capital we’ve experienced as interest rates have stayed higher for longer than anticipated. Looking ahead to 2025, I wanted to start the discussion by mentioning that our 2025 outlook looks different since it excludes the results of our Fiber segment, which, on a go-forward basis for reporting purposes, will be accounted for in discontinued operations. We will continue to operate the Fiber segment in the ordinary course of business during 2025 and believe it will generate results largely in line with 2024. As a result of these changes in reporting, I will only be talking about tower outlook for 2025. Underlying our 2025 outlook, we believe we will deliver organic growth of 4.5% in towers, excluding the impact of Sprint consolidation churn, as we see our customers' activity levels being similar in 2025 to what we experienced in 2024. The wireless carriers’ level of activity continues to be positive as they are busy fortifying their networks with new spectrum and new equipment. Most of the work on our sites continues to be 5G overlays. As our customers shift toward densification, we believe our towers are well-positioned to capture this activity. For 2025, we believe it will be a continuation of solid growth with organic growth, excluding Sprint cancellations, of 4.5%. Our growth in 2025 is offset by the impact of the Sprint consolidation churn, which the Company has previously reported. This churn, which has hit as of January 1, will be approximately $205 million in towers. Staying with churn expectations for towers, we expect to have just under 1% churn excluding Sprint in 2025. Looking beyond this year, our expected churn range remains 1% to 2%. This includes around $20 million in annual Sprint churn from leases that will be coming to their natural final termination date between 2026 and 2034. Our longer-term churn expectations excluding the trailing Sprint churn is between 0.5% to 1.5%. In towers for 2025, expect to see an increase in capital spending, with the majority of that anticipated increase going toward investing and controlling the parcels of land under our towers. This higher expected level of investment will be focused on select site locations that we deem strategic, which may generate significant revenue or be prime sites for future colocation activity and also provide positive returns. By either extending leases through perpetual easements or acquiring the deed, we’ll use our capital wisely, secure future cash flows, and improve operating margins. We also expect to spend more to improve our project management capabilities and enable us to work more closely with our customers to make faster and more informed commercial and operating decisions. We believe these initiatives will make it more efficient for our customers to add equipment or colocate on our sites, accelerating the customer application cycle time and increasing the rate by which customers can complete their installations. Moving to our priorities in towers for 2025, I’ll refer to Slide 5 in the earnings presentation. Customer service will be our laser focus on delivering great customer service for the wireless carriers as we drive operational excellence into the business, refining processes, leveraging technology better, and enhancing automation, all in the effort to improve speed and ease of service. I mentioned operational excellence earlier. It is critical for us. Again, we’ll look to leverage technology and ensure that we have what we need to make informed commercial and operating decisions with our customers benefiting both sides. Improved profitability is also critical and we will leverage our scale and operational efficiency as we look to secure and optimize our long-term revenue and drive operating margins higher through efforts like securing the land under our towers, which I just mentioned before. Finally, we will target an investment-grade credit rating and practice strong financial discipline while allocating capital to maximize shareholder returns. While we will focus on these four strategic priorities, we’ll be working very hard to deliver for the buyers of our fiber businesses and to pursue a transition and separation plan with the closing anticipated for the first half of 2026. While we focus on these priorities as we work to close the sale of the fiber and small cell businesses, we know the next goal for our Company is to maximize shareholder value as a focused pure-play U.S. tower company. With the sale of the fiber segment, we’re updating our capital allocation framework to focus more on free cash flow generation and financial flexibility. This starts first and foremost with returning capital to our shareholders via quarterly dividends. Crown Castle intends to set its dividend at a rate of about 75% to 80% of AFFO excluding the amortization of prepaid rent. We anticipate reducing our annual dividend to approximately $4.25 per share starting in the second quarter of 2025 based on our expected annual AFFO excluding amortization of prepaid rent following the close. After the close, we will target about $150 million to $250 million of annual organic capital expenditures, opportunistically pursuing value-enhancing growth. This includes purchasing land under our towers, which is a key priority for us this year and in the future, and selective new builds as opportunities arise, alongside investing more in technology to enhance our margins for revenue growth. We plan to manage our debt balance to maintain an investment-grade credit rating. After closing the fiber transaction, we expect to use substantial cash proceeds to repay debt. Based on preliminary analysis, we believe that the enhanced free cash flow profile of our pure-play U.S. tower business will allow us to maintain an investment-grade credit rating with the target leverage between 6 times and 6.5 times. Finally, we expect to repurchase shares. Currently, Crown Castle intends to implement a share repurchase program of approximately $3 billion in conjunction with the close of the transaction, which we expect to happen in the first half of 2026. This capital allocation framework provides an attractive near-term capital return, while allowing for financial flexibility to pursue opportunistic share repurchases, as well as organic and inorganic growth opportunities in the future. In conclusion, as a pure-play U.S. tower company with a clear focus on driving best-in-class customer service and more efficient operations, we believe we will have a unique opportunity to enhance shareholder value by providing focused exposure to the best market for wireless infrastructure in the world, with positive secular trends bolstered by 15% plus annualized growth in mobile data consumption, financially sound counterparties who are spending at a rate of $30 billion or more annually on network deployment and optimization—all leading to an environment that should drive tower growth for years to come. I also want to thank our employees who helped us achieve our fourth quarter and full-year 2024 results. Your effort and focus enabled us to deliver solid revenue growth while significantly lowering operating costs and capital expenditures as we implemented revised operating plans and concluded the fiber strategic review. Finally, as you know, Dan Schlanger will be leaving Crown Castle at the end of this month. Amazing that this will be his last earnings call. I’d like to take the opportunity to thank Dan for the many contributions he has made for our Company over the last nine years, particularly in the past year, supporting me as I joined this Company and for his work on the strategic review and transaction. I know I can speak for everyone at Crown Castle. Dan, we wish you all the best in your future endeavors. Now, I’ll turn it over to Dan to walk us through the details of the quarter.

DS
Daniel K. SchlangerCFO

Thanks, Steven. I appreciate the kind words. Good afternoon, everyone. As Steven mentioned, we delivered fourth quarter and full-year 2024 results in line with expectations, and we continue to perform well after implementing the meaningful changes in our operating plan announced in June. Our solid fourth quarter results included 4.5% consolidated organic growth, driven by an increase in demand across our portfolio of towers, small cells, and fiber solutions. Partially offsetting our strong organic growth during 2024, we incurred $10 million of higher-than-expected advisory fees in the fourth quarter that impacted both adjusted EBITDA and AFFO. These fees related to our ongoing strategic review and resulted in full-year 2024 total advisory fees of $40 million related to both our strategic review and the proxy fight earlier in the year. Turning to our 2025 outlook, as Steven mentioned, having an agreement to sell our Fiber segment means that beginning in the first quarter of 2025, Fiber segment historical results are required to be reported within Crown Castle’s financial statements as discontinued operations. As a result, the Company’s full-year 2025 outlook does not include contributions from its Fiber segment other than in net income and net income per share. There are a couple of items I want to point out about our 2025 outlook. First, all financing expenses remain with towers in our outlook and do not reflect the impact of any use of the proceeds from the sale of our fiber business. Second, SG&A has been allocated between towers and discontinued operations to develop our outlook. However, these allocations may not represent the run rate SG&A for Crown Castle as a standalone tower company. Consequently, adjusted EBITDA, AFFO, and AFFO per share in our 2025 outlook may not be representative of the Company’s anticipated performance following the close of the sale. On Page 7 of our earnings materials, you can see a bridge from the AFFO provided in our 2025 outlook to a range of expected annual AFFO following the anticipated close of the transaction. Starting with our 2025 outlook for AFFO of approximately $1.8 billion, we add back around $235 million for the reduction of interest expense based on using anticipated proceeds from the transaction to repay around $6 billion of debt at our current weighted average debt rate of 3.9%. Next, we see further improvements of about $310 million due to anticipated revenue growth and an adjustment to the SG&A to more accurately reflect the anticipated cost structure of a standalone tower company, partially offset by incremental borrowing costs through transaction close. Adding this all together results in an estimated annual AFFO at the anticipated close of the sale transaction of around $2.3 billion. Moving to our full-year 2025 outlook, we expect a solid, stable level of demand for our tower assets we experienced in 2024 to persist into 2025, resulting in a second consecutive year of 4.5% tower organic growth, excluding the impact of Sprint cancellations, consisting of 2.8% from core leasing, 2.5% from escalators, and negative 0.8% from churn. As Steven mentioned, our definition of core leasing activity has historically included the impact of items unrelated to recurring leasing, such as tenant cancellation fees and back-billings. To more accurately reflect changes to our recurring revenues, the impact from back-billings will now be captured in other billings, while the impact from revenues unrelated to recurring leasing will be captured in other revenues, which will also include the impact from Sprint cancellation and other early termination payments. Under our revised definition, we expect tower core leasing activity of $110 million at the midpoint, which compares to $110 million in 2024 and results in $175 million of organic contributions to Site Rental Billings, excluding the impact of Sprint cancellations. This growth is more than offset at site rental revenues due to the $205 million of Sprint cancellations Steven mentioned and a decrease in non-cash straight-lined revenues and amortization of prepaid rent. We believe the underlying growth of the tower business, combined with its efficient cost structure, will generate sufficient AFFO excluding amortization of prepaid rent upon close of the transaction to fund our dividend per share target of approximately $4.25 per share. We believe the target annualized dividend per share of approximately $4.25 is consistent with the dividend policy Steven discussed earlier, which aims to set our dividend at approximately 75% to 80% of the annual AFFO excluding amortization of prepaid rent following the close of the transaction. Turning to the balance sheet, we ended the quarter with significant liquidity and flexibility, positioning us to efficiently maintain our investment-grade rating after the sale of the fiber business based on the target capital structure and capital allocation framework Steven mentioned earlier. In conclusion, we delivered solid results in full-year 2024 and expect to deliver similar tower organic growth in full-year 2025 as we continue to benefit from the persistent increase in mobile data demand. I believe in the long-term strength of the tower business model, and I believe the U.S. continues to be the best market in the world for wireless infrastructure ownership. The sale of our fiber segment positions Crown Castle as the only public pure-play U.S. tower company, and I believe this is the best outcome for driving shareholder value. Thank you to all the Crown Castle team who worked diligently to conclude the strategic review and for all the team members who helped the Company deliver solid fourth quarter and full-year 2024 results. Finally, I’d like to express my sincere appreciation to everyone at Crown Castle. You have made the last nine years the best years of my professional life. You’re a dedicated and talented team and a wonderful group of people. I’m going to miss working with you and wish you all nothing but the very best. With that, Barcey, I’d like to open the line for questions.

Operator

Thank you. We will now begin the question-and-answer session. Your first question today comes from Simon Flannery from Morgan Stanley. Please go ahead.

O
SF
Simon FlanneryAnalyst

Great. Thank you so much. And let me add my best wishes down to your future endeavors. Great working with you.

DS
Daniel K. SchlangerCFO

Thanks. You too, Simon.

SF
Simon FlanneryAnalyst

Thank you. Thanks for all the color. Very helpful. In the past, the Company has expressed interest in developed market opportunities for macro towers. I guess years ago, you had an investment in Australia, but is that off the table now? Are you pretty much locked into the U.S, or might you be interested in something in Europe if the right opportunity arose? And then, Dan, back to the organic growth, as we go forward here and get past a lot of these one-time items like Sprint churn, if we take a mid-single-digit organic growth number, is it fair to say that the AFFO per share growth should be in that mid-to-high single digits and that the dividend per share should also be in that sort of trajectory on a medium-term basis?

SM
Steven MoskowitzCEO

Simon, let me take the first question, which I appreciate about the potential of inorganic growth opportunities. Yes, I mean, listen, we love the tower business. We're focused in the U.S. and we have a lot of work to do over the next 12 to 15 months to make sure we deliver a great product to the two buyers that we’re selling to on the fiber side and also deliver results for the tower business and continue to set ourselves up for even greater success as we go into 2026. So, right now that’s really the focus.

SF
Simon FlanneryAnalyst

Yes.

SM
Steven MoskowitzCEO

It doesn’t mean that we wouldn’t be looking at inbound opportunities. I’m not sure if I’d be spending a lot of time in a plane going over to try to uncover things in Europe or developed markets, but if there are things that come to us, we would look at it, we’d evaluate it. We’d see what type of opportunity it presents to create shareholder value. We discuss it with the Board of Directors, and we’d come to some type of conclusion. So, we’d like to be opportunistic. It’s just part of it’s about timing and price.

SF
Simon FlanneryAnalyst

Makes sense.

DS
Daniel K. SchlangerCFO

Simon, on the second question, we just went out with our ‘25 guidance. We’re going keep it at that for now, which is we think we’re going to get 4.5% growth in the tower business. As you pointed out, there is operating leverage in this business, and it is the intention to have dividend per share growth that mirrors AFFO per share growth over time. As Steven mentioned earlier, it’s about 75% to 80% of AFFO excluding prepaid rent amortization. So the dividend growth will be in line with that AFFO growth as we move forward.

SF
Simon FlanneryAnalyst

Great. Thank you so much.

Operator

Thank you. Your next question comes from Michael Rollins from Citi. Please go ahead.

O
MR
Michael RollinsAnalyst

Thanks, and good afternoon. I also want to express my thanks and best wishes to Dan.

DS
Daniel K. SchlangerCFO

Thanks, Mike. I appreciate it. It’s been great working with you.

MR
Michael RollinsAnalyst

And just a few questions. So first, it seems appropriate as you’re focusing now on domestic towers to ask a bit about the leasing activity that you’re seeing within that $110 million for 2025. And if you could share if there are any differences, whether it’s in the shaping of that over the course of the year in terms of where it may be coming from? I think you mentioned densification earlier. I’m just curious about the types of activity that you’re seeing this year that may differ from last year. And then secondly, on capital allocation, as you look at managing the fiber business as a discontinued operation through close, can you give us a sense of what the base case assumption is for how much free cash flow that business could contribute or consume for Crown Castle? Thanks.

SM
Steven MoskowitzCEO

Sure, Michael. Thanks for the questions. I guess I’d start by saying that from an application perspective—and we don’t give out specific numbers—but we have seen a sequential increase in applications, kind of through our pipeline, I’d say from Q4 to today, but it’s not enough for us to necessarily forecast any significant change for this year versus the 4.5% growth that we’ve mentioned. The largest contributors to the applications that we’re seeing are continued deployments by carriers of their mid-band spectrum. They’re primarily using the rest of their C-band spectrum to add and swap out equipment that supports their 5G initiatives. Most of what we’re seeing still is overlays. There is some activity that’s brewing, but I’ll use brewing lightly, of colocations or first-time installs. We’ll see how that develops over time, and maybe toward the back half of the year. Just also appreciate, from an activity perspective with us, when it comes to revenue, most of our revenue is baked into our comprehensive master lease agreements. So again, the good news is we provide relative stability and visibility in terms of our outlook, and we don’t anticipate any type of significant going outside that range in any significant way. So, I hope that answers your question.

MR
Michael RollinsAnalyst

It does. Thanks.

DS
Daniel K. SchlangerCFO

Okay. I’ll take the second one on free cash flow from the Fiber segment. We intend to operate this business in the ordinary course, as Steven mentioned during the prepared remarks. What that’s going to mean is we think we can drive a similar level of activity through the business in 2025 as what we saw in 2024. As part of that discontinued operations, we’ve given net income as well as the CapEx associated with the business. We think that the free cash flow generation under that treatment is going to be very similar in 2025 as it was in 2024, and that’s going to be in the neighborhood of $250 million positive for the year.

MR
Michael RollinsAnalyst

Thanks.

Operator

Thank you. Your next question comes from Ric Prentiss from Raymond James. Please go ahead.

O
RP
Ric PrentissAnalyst

Yes. Thanks, everybody. Yes, Dan, I’ll echo that too. Enjoyed working with you, and glad you were there to help get everybody over the finish line here.

DS
Daniel K. SchlangerCFO

You and me both, Ric. It’s been a pleasure.

RP
Ric PrentissAnalyst

Yes. And obviously, the finish line looks really similar to what we were thinking. One aspect, were you thinking at all of keeping small cells or even a stake of small cells? There is some excitement about densification, or was it just going to be too complicated to try and keep a stake in the small cell?

SM
Steven MoskowitzCEO

Yes, I mean, Ric, it’s a great question. Again, we assessed different offers, different structures, from financial buyers, from strategic buyers. You know how I feel about the small cell business from the past, and it is a great business that has lots of opportunity into the future, but from our perspective, the Board had to make the evaluation and felt that if they could get a fair value for that business, then it made sense to sell it, monetize it, and then use those proceeds to help grow and maximize shareholder value for the U.S. tower business.

RP
Ric PrentissAnalyst

Okay. And then it talks about the deal. We did see from Zayo that they’re saying the fiber side is $4.25 billion implying that the small cell is $4.25 billion. Is it one transaction with two parties? Is it separate transactions? And how should we think about kind of the long poles and the chance of getting the approval process?

SM
Steven MoskowitzCEO

So, it’s one transaction, one purchase price, two parties involved, and we’ll have to go through the typical regulatory processes, which is Hart-Scott-Rodino and also working with the states on the agreements that we have to get those agreements to be transferred over to the new businesses on both sides.

RP
Ric PrentissAnalyst

Okay. Yes.

SM
Steven MoskowitzCEO

Yes, I’m sorry. The process takes a little bit longer, particularly when you’re dealing with certain states, as we know. That’s why we’re projecting this to be probably a 12 to 15 month close.

RP
Ric PrentissAnalyst

Okay. The last one for me is the leverage you talked about targeting 6.0, 6.5. Have you gotten any confirmation from the rating agencies that they do view that as investment-grade zone, particularly as they also might consider the final purchase options?

SM
Steven MoskowitzCEO

There have been some discussions with the rating agencies. Again, the preliminary analysis has us at least believing that as a pure-play U.S. tower business with our type of superior free cash flow, we should be able to maintain an investment-grade credit with target leverage between 6 times and 6.5 times.

RP
Ric PrentissAnalyst

Okay. Thanks, guys. And again, I’m glad reached the finish line and Dan glad you were there to get it done and best wishes.

DS
Daniel K. SchlangerCFO

Thanks, Ric. You too.

Operator

Thank you. Your next question comes from Brendan Lynch from Barclays. Please go ahead.

O
BL
Brendan LynchAnalyst

Great. Thank you for taking my questions. Maybe you could talk a little bit about the timeframe for the $3 billion of repurchases and your thought process around repurchases versus other options such as the special dividend?

SM
Steven MoskowitzCEO

Yes, I mean, again, the way we’re going to prioritize in terms of the capital allocation is CapEx. That is spending that we believe is going to maximize investment returns for us, followed by debt reductions, dividend payments, and then buybacks. That’s kind of the order. We feel there are ample opportunities in those areas to be able to generate lots of shareholder value, and every decision that we make in size is going to go through two different types of gates. We have a capital committee here within the management team of the Company. We have a finance committee formed at the Board level, and we have the Board. So we’re going to have, kind of, on a quarterly basis post-closing, lots of discussions about how we spend our capital and be very disciplined in our approach.

BL
Brendan LynchAnalyst

Okay. Thank you very much.

DS
Daniel K. SchlangerCFO

And then I would follow-up a bit on the timeframe. Obviously, what Steven mentioned is a $3 billion share repurchase intention for when the transaction closes. We’re far away from that. It’s hard to say what we’re going to do when that comes. It’s going to be what we think is best in the best interest of shareholders and subject to what the Board wants to do at the time. Thinking about repurchases for special dividends, I think we think of it as the best way to maximize value is to provide a regular dividend and provide opportunistic flexibility to pursue all the things that Steven mentioned in terms of capital allocation. This includes CapEx or some sort of share repurchase, and we’ll leave the dividend most likely as a regular dividend, but I think looking at a special dividend over time won’t be off the table. It just we believe at this point a share repurchase seems like a better way to return capital to shareholders.

BL
Brendan LynchAnalyst

Great. Thank you. That’s helpful. And maybe just a clarification question on the Sprint churn beyond 2025. Steve, you mentioned that there was some lingering component down to the $205 million for this year. Can you just clarify how we should think about that?

SM
Steven MoskowitzCEO

Sure. Yes. I mean, we’ve mentioned in the past that our churn rate into the future was expected in the 1% to 2% range. I thought it’d be best at this time to just be more granular and call out the Sprint churn in particular, which is about $20 million again starting in 2026, just to clarify what was included in that range. So, again, think of our long-term range, as I mentioned, as being around 1% and the Sprint churn being 40 basis points to 50 basis points starting in 2026.

BL
Brendan LynchAnalyst

Great. That’s helpful. Thank you very much. And Dan, it’s been a pleasure working with you. All the best going forward with whatever comes next.

DS
Daniel K. SchlangerCFO

Thank you very much. I appreciate it.

Operator

Thank you. That concludes our question-and-answer session. The conference is now concluded. Thank you for attending today’s presentation. You may now disconnect.

O