Activist investor Elliott readies board challenge at Crown Castle – letter

By Svea Herbst-Bayliss and Samrhitha A

(Reuters) -Activist investor Elliott Investment Management on Monday said it was ready to nominate directors at Crown Castle International and push for the ouster of the wireless tower owner’s executives and board members, whom it blames for years of underperformance.

The hedge fund in a letter released on Monday said the company needs “comprehensive leadership change.” It said it was ready to appeal to other shareholders to make changes to the 12-member board, signaling a possible proxy fight next year.

It also wants the company, which is headquartered in Houston and has a market value of $45 billion, to review its fiber strategy, including considering a possible sale of the business, optimizing its incentive plan and improving corporate governance.

It is the second time the U.S. hedge fund is publicly pressuring the company after it urged management to rethink its fiber infrastructure strategy and criticized the company’s returns in 2020.

Elliott, which said it now owns a $2 billion stake in the real estate investment trust, said operational underperformance and flawed capital allocation contributed to a sagging share price. The share price has dropped 22% since the start of the year. On Monday, news that Elliott is pushing for improvements fueled a gain of 4%.

By comparison, Castle Crown’s rivals have performed better. American Tower shares have fallen 6% while SBA Communications have slid 15% since the start of the year.

“We are prepared and intend to make our case directly to shareholders with a majority slate of alternative directors at the company’s 2024 annual meeting,” Elliott managing partner Jesse Cohn and senior portfolio manager Jason Genrich said in the letter.

Crown Castle said it values all shareholders’ views and wants to understand their perspectives.

“We look forward to reviewing Elliott’s materials and are open to commencing a constructive engagement with Elliott,” the company said in a statement, adding that it “remains confident in Crown Castle’s executive leadership as the company continues to act in the best interests of all shareholders.”

Elliott sharply criticized management and the board saying a “lack of oversight … contributed to its irresponsible stewardship and flawed financial policy.”

The hedge fund said the company “disregarded our data-driven analysis” and added that “our recommended changes were neither made nor taken seriously.”

“The company’s strategy, led by CEO Jay Brown since 2016, has been a failure, as demonstrated by the breathtaking magnitude of its underperformance,” the letter said.

Three years ago when Elliott had a roughly $1 billion stake, Crown Castle responded to the hedge fund’s prodding by refreshing its board of directors and announcing that five directors with an average tenure of 20 years would not be seeking re-election.

The window for investors to nominate directors to the board opens early next year.

Elliott has recently called for the ouster of several corporate chiefs. Data from Diligent Market Intelligence show that activists’ demands for the removal of top personnel rose by 46% in 2022 compared with 2021.

(Reporting by Svea Herbst-Bayliss in Providence and Samrhitha Arunasalam in Bengaluru; Editing by Pooja Desai and Mark Porter)