Good day and welcome to the Q1 2025 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 Mr. Kris Hinson, Vice President of Corporate Finance and Treasurer. Please go ahead.

Thank you, Darcy, and good afternoon, everyone. Thank you for joining us today as we discuss our first quarter 2025 results. With me on the call this afternoon are Dan Schlanger, Crown Castle's Interim President and Chief Executive Officer; and Sunit Patel, 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, April 30th, 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 Dan.

Thanks, Kris, and good afternoon, everyone. Before I begin, I'd like to thank the Board for placing its confidence in me to lead the company during this interim period as they work to identify the next CEO. I'm grateful to have this opportunity and I'm excited we're on a path to becoming a pure-play US tower company. I believe the decision to sell our Fiber segment positions each of our tower, small cell and fiber solutions businesses to be highly successful going forward, while unlocking substantial value in our tower business. To help realize that value, while in this role, my top priorities are facilitating the successful and efficient close of the small cell and fiber solution sale, delivering on the company's financial and operating objectives for 2025 and positioning the tower business to maximize value for shareholders on a standalone basis. We are off to a good start by delivering strong first quarter results, giving us confidence in our full year 2025 outlook. Additionally, although we are in the early phases, we are making good progress towards separating our fiber solutions and small cell businesses so that we can close the sale in the first half of 2026. Going forward, I believe we have a unique value creation opportunity as the only public pure-play tower company focused exclusively on the US, which we continue to believe is the best market in the world for tower ownership. Since the early stages of 5G network deployment in 2020, mobile data demand in the US has grown substantially. To maintain network capacity and quality, our customers have invested over $35 billion annually in their networks, resulting in more than 5% average annual organic growth in our tower business from 2020 to 2024. Looking forward, we believe the continued growth in data demand will drive durable growth in our business. As you can see on Page 4 of our earnings materials, history demonstrates just how durable US tower demand growth has been across market cycles and macroeconomic conditions. Over the past two decades, the US has experienced two recessions and 10-year treasury yields have fluctuated by almost 4%, while cash site rental revenues in our tower business have grown consistently. Further underscoring the strength of the US tower business model and the resiliency of the demand for our assets, tariff policies do not impact our full year 2025 outlook. In addition to benefiting from the durable and healthy market dynamics we enjoy in the US, we believe that being a pure-play tower company will allow us to unlock value by focusing on customer service, operational excellence and improved profitability. We believe these areas of focus will drive both higher top and bottom line growth by positioning us to win additional revenue opportunities, improve operational efficiency and deliver for our customers and shareholders. We are complementing the attractive cash flow profile from our US tower business with a capital allocation framework that balances predictable return of capital to shareholders with financial flexibility and balance sheet strength. With limited sustaining capital expenditures, variable costs and growth capital required to drive incremental revenues, the tower business generates significant cash flows, giving us flexibility in our capital allocation. As announced last quarter, we will first look to return capital to our shareholders via a quarterly dividend set in any given year at a rate of about 75% to 80% of anticipated AFFO excluding amortization of prepaid rent. Consistent with this framework, the Board has indicated that it intends to reduce our annualized dividend per share to $4.25 beginning in the second quarter of 2025. Additionally, after the close of the sale transaction, we expect to spend between $150 million and $250 million of annual capital expenditures net of prepaid rent received. This capital spend primarily includes modifying our towers, purchasing land under our towers and investing in technology and systems that will enhance profitability. Lastly, we expect to repurchase shares. Currently, Crown Castle's Board intends to implement a share repurchase program of approximately $3 billion in conjunction with the close of the sale of our fiber solutions and small cell businesses. To support our capital allocation framework and balance sheet strength, we plan to manage our debt balance to maintain an investment-grade credit rating. With this in mind, after closing the sale transaction, we expect to use approximately $6 billion of cash proceeds to repay debt. We believe this balance between debt repayment and share repurchases positions us well to drive future value creation. To wrap up, first, we are excited to be on the path to becoming a pure-play tower company and we are making good progress separating our fiber solutions and small cell businesses, keeping us on track to close the sale in the first half of 2026. Second, we are pleased by our strong first quarter results and are confident we can deliver our full year 2025 outlook. And third, we are focused on driving operational improvements while implementing our balanced and disciplined capital allocation framework to enhance shareholder returns over time. Finally, I'd like to welcome Sunit Patel, who started as Chief Financial Officer at the beginning of April. Sunit brings extensive industry and leadership experience. Although he has only been CFO here for a short time, Sunit has already provided great insights that have helped me tremendously in my interim role. It's great to have him on the Crown Castle team. And with that, I'll turn it over to Sunit to walk us through the details of the quarter.

Thanks, Dan, and good afternoon, everyone. Thank you for the warm welcome. I'm excited to be here and I look forward to working together to deliver for our customers and shareholders. As Dan mentioned, our focus right now is on closing the sale of the fiber business and positioning the tower business to maximize shareholder value on a standalone basis as we aim to deliver on our financial and operating objectives for the year. Before I review the first quarter results, I would like to remind everyone that having an agreement to sell our fiber segment means that the fiber segment 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 and first quarter results do not include contributions from what we previously reported under the Fiber segment, except as otherwise noted. To aid in the review of our first quarter results, we've included in our earnings materials full year 2024 results on a comparable basis. As we indicated last quarter, within our 2025 outlook and in our quarterly results, all financing expenses are included in continuing operations and do not reflect the impact of any expected use of proceeds from the sale of our fiber business. Additionally, SG&A has been allocated between continuing 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. As a result, adjusted EBITDA, AFFO and AFFO per share in our 2025 outlook and quarterly results may not be representative of the company's anticipated performance following the close of the sale. Turning to our results on Page 5 of our earnings materials. You can see that we had a solid start to our year in the first quarter. Site rental revenues included 5.1% tower organic growth, excluding the impact of Sprint Cancellations. This growth benefited from a $3 million contribution from other billings, primarily related to intercompany back billings that is not expected to recur going forward. Site rental revenues also included $19 million of straight-lined revenues. Please keep in mind that we expect our straight-lined revenues to turn negative consistent with our full year 2025 outlook of zero. Adjusted EBITDA and AFFO in the first quarter benefited from lower repair and maintenance costs, sustaining capital expenditures and other non-costs. These lower costs were largely due to timing and seasonality, so we expect them to occur later in the year. We also experienced a modest decrease in quarterly interest expense due to lower than anticipated short-term borrowing rates. Turning to Page 6, our full year outlook remains unchanged. Our full year outlook includes 4.5% organic growth excluding the impact of Sprint Cancellations, adjusted EBITDA of approximately $2.8 billion and AFFO of approximately $1.8 billion. Additionally, we still expect to see $250 million of free cash flow from our discontinued operations in the full year 2025. In the first quarter, we generated $53 million of free cash flow from our discontinued operations or $75 million excluding a $22 million increase in net working capital. We do not expect working capital to be a significant use of cash for the remainder of 2025. Moving to Page 8. Our full year outlook positions us well to meet our range for expected annual AFFO following the anticipated close of the transaction of $2.3 billion to $2.4 billion which remains unchanged. Turning to the balance sheet, we ended the quarter with significant liquidity and flexibility and we are well positioned to maintain our investment grade rating after the sale of the fiber business. We ended the quarter with an average maturity of over six years, 89% fixed rate debt, approximately $5.3 billion of availability under our revolving credit facility and $2.1 billion of debt maturities over the next 12 months. Lastly, our outlook for discretionary CapEx remains unchanged at $185 million or $145 million net of $40 million of prepaid rent received. To wrap up, we had a strong start to the year and we made good progress separating the fiber business and positioning the tower business to maximize shareholder value on a standalone basis. Longer term, we believe we have a unique value creation opportunity as the only public tower company exclusively focused on the US, the best market in the world for wireless infrastructure ownership. With that, Darcy, I'd like to open the line for questions.

Thank you. We will now begin the question-and-answer session. Your first question today comes from Jonathan Atkin from RBC Capital Markets. Please go ahead.

Thank you. Two questions. It's been a very eventful year when it comes to kind of the executive range with Dan's movement now into the Acting CEO seat and then Sunit you're getting hired on. And I wonder if you could shed a little bit of light as to what happened since the last earnings call that led to this sort of sequence of events. And then secondly, you outlined kind of the strategy going forward around capital return to shareholders US only. And within the context of that, any further thoughts relative to what was shared on the last call around build to suit or external growth through tuck-in M&A and so forth? Thank you.

Yes, John. Thanks for the question. I really can't speak for what happened with Steven specifically other than to say you can just refer back to the press release the Board put out about what happened there. What I can say is that, I'm excited to be a part of this company still. I think that the strategy that we are going under as we talked about is one that I think will create significant value for shareholders over time. And I'm excited to be a part of it. I think we can get the separation of our fiber and small cell businesses done effectively and it's something that I'm focused on. And having Sunit here with all of his experience both in the industry as well as doing significant M&A transactions through his career, I believe will help us get that transaction done as efficiently as possible and as quickly as possible. So what I can say is whatever has happened has led us to this point where I think we're really well positioned going forward and excited that we have a story that is focused on the US tower market only because I think it's a great market and it simplifies our story and allows us to focus on the things that are most important to us, which are creating more value through growing our revenues and reducing our costs, which is what we're focused on. To that, you mentioned further thoughts on what our strategy looks like. I think given where we are with a major sale transaction going on M&A for us in the short-term is unlikely. We have a lot of focus on getting done what is most important to us, which is separating the fiber and small cell business. So I don't think there's going to be a lot of M&A from us in the short-term. Build to suit, however, absolutely would be interested in as long as the returns are good. And investing organically in our business is something that we're very interested in because we think that the tower business is a great business that will generate great returns over time and the more of it we can invest into, we would like to do.

Thank you.

Thanks. Good afternoon, everybody.

Hey, Ric.

Yes. Hey, Sunit, welcome. Looking forward to working with you and seeing you.

Thank you.

Let's start with one with Sunit, if I could. Obviously, you've been on the board of Crown for a while. What appealed to you or what kind of triggered your thoughts of let's move from a Board role to a CFO role? And what do you think you then bring to that role?

Yes. Look, I think, one, I really like the team at Crown, very long-term capability in the tower business. I'm excited about the tower business and the prospects having been at T-Mobile for a few years. I think there's continued demand for infrastructure. And thirdly, I do think that as a pure tower only company that singular focus on that business will allow us to look at other things with respect to automation and system and platform investments that will continue to drive not just efficiency, but better customer experience and over time better top line performance. So glad to be here and being on the board as well to get to know the business.

And Dan you mentioned a couple of times top priority, key focus, get the deal done. Walk us through kind of where you're at in the process, it was only announced shortly ago, but what are the difficulties of getting this deal over the finish line? Is it particular states or where you're at in the process, but obviously key focus, what are the difficulties?

Yes, I wouldn't call them difficulties. I think the reason that the transaction is going to take until the first half of 2026 to close is for regulatory approvals because we have to get approvals in all the states in which we operate, as well as from the federal government and those things just take time. I don't think that I would call them difficult. I would just say they are time consuming. It's a while for us to put together all the information we have to put together and it's a while for them to review that information. We're going to work very closely with our counterparties and with our outside councils, to make sure we get through that process as quickly as we possibly can. But as you know, it really is going to be up to those governmental agencies. There's nothing we can do to force them into anything. So we're just going to work with them and be as good a counterparty to them as we possibly can to try to get this deal done. So I wouldn't say I'm concerned about anything. Where we are is that we're starting that process. We're starting all those filings. We're starting those conversations with the governmental agencies. And we're starting to separate the businesses because we also have to deliver to each of our buyers, a business that operates, and we need to separate those businesses from our underlying tower business. And so we're starting that process and have started that process and believe we're making really good progress and have worked really well with both Zayo and EQT to make that happen.

Last one for me is, obviously, first quarter was pretty good. Very good. Had the $3 million back-billing intercompany primarily. You touched on a couple of things that might be positive or negative, but it seems like your confidence is well founded, should I say. Also, you just gave the guidance 1.5 months ago. But walk us through maybe what the pacing for new lease activity should look like in '25 and kind of how we from the outside should think about the ability or desire maybe at some point to say we can now adjust our guidance?

Yes. When we provided our guidance, we anticipated that business activity levels would remain steady from 2024 into 2025. Looking at our core new leasing for the first quarter, it aligns with what we experienced in the fourth quarter. We do not expect a significant increase or decrease from those figures. However, it’s important to note that results will vary from quarter to quarter. As we project the remainder of 2025, we believe that new leasing activity and organic growth will fall within the ranges we outlined, specifically between $105 million and $115 million in leasing activity, with a growth rate of around 4.5%. In the first quarter, we exceeded those expectations. If we can maintain improved performance in new leasing and manage churn as we did in the first quarter, we may feel confident about reaching the higher end of our range or even expanding it. However, we are not there yet. Our guidance was provided seven weeks ago, and we still trust that we will remain within those ranges. We are pleased with our strong start to the year, as it’s better to begin on a positive note and address concerns about sustainability than to start negatively and hope for improvements. On the cost side, we experienced some unforeseen expenses in the quarter, and while that may continue throughout the year, we are focused on controlling costs. We have made significant efforts to reduce our workforce and manage expenses over the past couple of years, and we are beginning to see the benefits of that reflected in our numbers. We hope to sustain this momentum through 2025, although it is still early in the year to make definitive assessments.

Makes sense. Thanks guys.

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

Thanks and good afternoon and also welcome to Sunit. Two questions if I could. First, just maybe going back to some of the comments on activity that you're just describing. Can you frame a little bit in terms of what you're seeing on the colo side of the equation versus the amendment side of the equation? And within that context, just any changes in the way the carrier conversations have been progressing? And then second, on the last call, you talked about the tail of churn from the merger, the Sprint merger that's going to start in '26 and continue for a few years. And just curious if there is any creative ways to try to remediate that or try to create an additional comprehensive relationship where you could try to address that and kind of clean it up in a way that's good for you and good for the customer.

Thanks, Mike. On the first question on colo versus amendment, we have not seen a significant shift in the mix in our business between colo and amendment. We've just seen a continuation of a very good activity level and as that activity level has grown in 2024 from 2023 and continued good activity in 2025, we've seen more of each amendments and colocations. And the conversations with our carrier customers have been very good. We have those conversations all the time. I think that they are very focused on making sure that their networks are competing well on quality. And as we see their announcements over the course of the last week or so the competitive pressure among our customers has increased. And we think that generally speaking, that's good for tower companies, competitive pressure leads to pressure on network quality which leads to investment in towers over a period of time. But when that increase in activity would happen is very difficult to predict. And whether it would be over and above what we see today or just a continuation for a longer period of time is very difficult to predict. But we feel good about that competitive pressure increasing and ultimately being good for us in our business. And in the conversations we're having with our customers, I think we're seeing some signs of that desire to increase the quality of the network. On the tail of Sprint churn going out, as you pointed out, we do have Sprint churn that is beyond the amount that hits in 2025, which has been explained a lot. And on a yearly basis, of course, if we could do something that would be good for us and our customer and clean up that churn, we would do so. The question becomes, what does that mean to be good for us and our customer and how do we get to that conclusion. So we will have conversations and try to come up with something that makes sense. But having churn is not bad in our business beyond the fact that it's just generally bad to have churn, but even including that Sprint churn, what we had talked about is true is that our churn is going to be in the normal range of 1% to 2% over a long period of time, inclusive of that Sprint churn. And that has been what we've seen over the course of our history. So I would not say that living with that churn is a bad outcome. But if we could make it better somehow, we absolutely would.

Thanks very much.

Thank you. Your next question comes from Jim Schneider from Goldman Sachs. Please go ahead.

Good afternoon. Thanks for taking my question. Maybe just to ask the management question in a different way. Dan, can you maybe share with us the Board's thinking about sort of what they may be looking for and as CEO this time around with a more streamlined company rather than what they were as opposed to what they're looking for back 18 months ago when they were considering Steven's candidacy?

Thank you, Jim. Based on my discussions with the Board, they are seeking a leader who can advance our company as a tower-focused business and establish us as a top-tier operator. As Sunit mentioned, this involves not only cost reduction but also enhancing the customer experience, which will help boost our revenue. The ideal candidate would likely have prior experience in public companies and a track record of driving similar improvements. They should also align with the Board's strategy to focus on being a US tower company with the necessary capital to expand, all while adhering to our capital allocation guidelines—maintaining dividends, share repurchases, and an investment-grade debt profile, along with investing in the business. The Board is looking for someone capable of balancing these priorities to lead us toward becoming the best tower business possible.

Very helpful. Thanks so much.

Thank you. Your next question comes from Alex Waters from Bank of America. Please go ahead.

Hi, Dan, Sunit. Thanks so much for taking my questions and welcome Sunit. Maybe first for you, Sunit. Could you maybe just talk about some of the kind of strategic priorities you have coming in as CFO and kind of your preference between leverage reductions, programmatic or opportunistic buybacks? And then secondly, could you guys maybe just talk a little bit about the services side of the business, both your competitors highlighted that they're seeing pretty good demand from customers on that? Thanks.

Thank you, Alex. I'll start with the first part of your question. I mean, look, the key priority for us right now over the course of this year is to get this separation and this transaction close. So we're all focused on that as the top priority. Beyond that, as we talked about, how do we position a US tower only company, we are starting to think through that in terms of things we need to do operationally, system-wise, platform-wise, process-wise. So at least beginning to think about that and what's the right cost structure we want to operate on, what sort of things we want to do better for customers. So really those are the key things. On the leverage and the buyback, I think, we've been very clear, having been on the Board too on the finance committee in terms of our capital allocation framework. So whatever Dan said and I said, I think essentially, the goal is to be investment grade to pay down debt for the sale, as we talked about, return capital to our shareholders through buyback and the dividend. And at the same time, I think that given that it's 75% to 80% of our FFO, we do have some degrees of freedom where we see the opportunity to put money to work in terms of investments to drive top line growth. So in essence, I mean that's the framework, and that's what we're sticking to.

Yes, and I'll take the second question on services. We are seeing good demand from our customers on the services business. I would like to point out though and I think you know this, Alex, is that we got out of the construction services business and no longer have that as part of our offering. And I think a lot of what I heard from some of our peers and what they said was that some of the construction services we're driving an increase in activity. What we're seeing is really good activity that we've seen, like I said earlier, that's a continuation, both in our services and our leasing businesses. But we are seeing an uptick in some of the services activity we had. I'll just remind you that some of our services in 2024 were onetime in nature. So we need to make up for those in order to just to remain flat. We think we will do so and that speaks to an increasing level of activity.

Thank you both.

Thank you. Your next question comes from Benjamin Swinburne from Morgan Stanley. Please go ahead.

Thanks. Good afternoon. Dan, you mentioned this earlier, but I wanted to revisit the expense aspect of the business this year. We had a very strong margin in the first quarter, exceeding expectations by a couple of hundred basis points. If we annualize the first quarter EBITDA, it suggests we could surpass the full year range. Can you explain how costs are expected to develop throughout the year? It seems like the straight-lined revenue might be putting downward pressure on EBITDA for the rest of the year, but I would appreciate any insights. Additionally, I don't believe we covered this during the last call regarding the fiber and small cell sale. Are there any tax implications, such as cash tax liabilities associated with the sale or any other tax effects for the company as we complete the pending sale next year that we should consider? Thanks so much.

Thank you, Ben. I'll address the questions in reverse order. The second question is straightforward; there are no tax implications to consider with the sale, so we won't face any tax impact. Regarding expenses, you're correct that the first quarter experienced strong margins. However, as Sunit mentioned in our prepared remarks, some of the decrease in expenses was related to seasonality and timing, meaning we expect many of those expenses to be incurred throughout the year. We've also been focused on controlling costs, and we're hopeful we can maintain some of the lower cost structure moving forward, though we're not yet at a point where we feel confident calling it sustainable. On the leasing front, starting with lower expenses provides us significant visibility and assurance in our current guidance. You mentioned straight-lined revenue; we brought it up because it will turn negative by year's end. The math indicates that if it’s positive now and our guidance is zero, it has to become negative in the latter half of the year. This will put pressure on our EBITDA, which is why we pointed it out, as annualizing the first quarter isn’t an accurate way to assess the full year due to these and other impacts.

Yes, that makes sense. Great. Thanks for the color.

Thank you. The next question comes from Nick Del Deo from MoffettNathanson. Please go ahead.

Hi. Thanks for taking my question. And Dan and Sunit congratulations to both on you on the appointments. I think you had initiated or were studying a number of operational improvement or efficiency projects under Steven kind of with the expectation that work might pick up when the strategic review had wrapped up. I was wondering if you could update us on like what's underway and in motion versus things that might be on pause either for Sunit or the new CEO to kind of review them and have an opportunity to apply their stamp.

Yes. The initiatives that Steven discussed remain a priority for us, and we are actively pursuing them. We are not waiting for a new CEO. We recognize that there are improvements needed in our tower business. We believe that a new CEO would likely share this perspective and would appreciate taking over an operation that is in better condition than it is now. We are continuing to automate our processes and implement system upgrades and changes that we believe will enhance our efficiency and improve customer experience. We are also exploring ways to digitize our assets to ensure we receive all necessary payments and maintain sufficient marketable asset space to engage with our customers. We are committed to completing these tasks promptly, and if we achieve this before appointing a new CEO, it will benefit that individual and everyone involved. We will then identify new opportunities, as we have many projects ahead. Streamlining our focus solely on the tower business allows us to concentrate on improving our tower operations, which we believe will yield long-term benefits.

All right. Terrific. Thanks, Dan.

Thank you. Your next question comes from Richard Choe from JPMorgan. Please go ahead.

Hi. I just wanted to follow up on the core new leasing. Was this from a particular carrier or is it across the board? And then can we get a sense of maybe what your backlog of business looks like for the rest of the year from your carrier customers?

Yes. Like I said, it's a continuation of the activity level we had seen. And so it was across the board. There is no specific carrier we would point to. And I'm not sure how to talk about our backlog of business, not something business. That's not something that we talk about. I would just say that we are comfortable with the amount of activity that we see coming in from our customers that we will be able to meet our guidance and believe that the activity levels around the industry as our customers continue to deploy 5G and hopefully start to densify more in areas where they don't have coverage that will continue to drive really good demand for our towers over the course of 2025 and beyond.

Great. Thank you.

Thank you. Your next question comes from Batya Levi from UBS. Please go ahead.

Great. Thanks a lot. Great to talk to you Sunit again. And I had a few questions. First on the SG&A side. Can you provide some color on the guidelines you used to allocate SG&A between segments? And to the event that there is some more allocated back to the tower business. Is there a rough percentage that we could think about? And as you make more progress on cost savings, should we expect that the annual AFFO growth that you provided that range $250 million to $370 million could be potentially narrowed or updated as you pull forward some of those savings? And maybe just a quick one on the regulatory front. Should we expect that the approval process will be a holistic review of both small cell and fiber businesses and close at the same time? Thank you.

Yes. Thanks, Batya. I try to get all of those, but if we miss something, just let me know. The way that we allocate SG&A between segments is according to the accounting rules, that anybody and any cost that is directly related to our fiber solutions and small cell business is allocated to discontinued operations which leaves some shared costs in the RemainCo of the tower business and Crown Castle's tower business. And the way that will work and as we've talked about is, we do not believe that, that is necessarily representative of what the cost structure will be for a tower only company when we closed the deal, which was why we provided a view of the run rate AFFO at the time of close, assuming the time it closes, is mid-2026. We provided that look so that you can see that there is some benefit that we think we can see in terms of the full run rate cost structure at that time not being as high as it is today as part of our continuing operations. And therefore, on the second question, you said on the cost savings, I think it's true across the board that as we get further into the year and we see what our performance is both on cost and on revenues, we will be able to either narrow the range or change the range according to what those results will be, but we believe we'll get more confidence in the ranges that we have going forward. But I'm not sure that that's going to push all the way to the AFFO at the time of close because there are a lot of different things that need to happen in order for us to get to that level. So I'm not sure we'll narrow that band of the AFO at the time of close until we're much closer to closing. And the last question you asked is on the regulatory and closing. We will close this transaction as one transaction as a sale to two different buyers. But the regulatory looks are for each of those buyers because they're each buying different assets. So they will close together, but I wouldn't say that's necessarily that the regulatory review is holistic among both of them. It will happen at the same time. But there are two businesses being sold to two different buyers.

Got it. Thank you.

Thank you. Your next question comes from Jonathan Chaplin from New Street Research. Please go ahead.

Great. Thanks. Sunit, great to have you back in the fold in the industry. Quick question. Just following up on Batya's question on the shared costs that stay in SG&A that have the potential to come out. Can you give us sort of any quantification around the magnitude of opportunity there? And then on the share repurchase program, the $3 billion that follows the closing of the deal, could you give us some context for the timing of that? Is it going to be sort of programmatic spread out over a number of quarters or will it be an accelerated share repurchase program sort of executed with the bank that will be reflected in the share count instantly? Thanks.

Yes. We're not in a position to talk about the quantification of the costs and any type of reductions that might happen at this point. The reason we gave the big buckets is because there's a lot of moving parts there. And we will update what we believe the run rate AFFO to be as a standalone business as we get closer to close. But just we're not in a position of providing any additional color at this point. And on the share repurchase, it's a similar answer. And I'm sorry, Jonathan, it's just, we're too far away to have the answers to all those questions. We believe that we will have significant capital to be able to repurchase shares. How we do so and when we do so will likely be based on the current market conditions at the time of close and the view we have of what our stock price is and the view that we have of what we think we want to do with our capital at the time, but it's very important to us to repurchase shares with the proceeds from this transaction that are beyond what we think is, as we talked about, about $6 billion of debt repayment. We will use the remainder to buy back shares and we'll try to do it quickly. It will just depend on what the market conditions are at the time that close happens to know how quickly that will be and how quickly it will be reflected in our share count.

Great. And sorry, Dan, can you just remind me what your target leverage will be following the deal?

Yes, as Sunit mentioned and I discussed, we aim to maintain our investment grade rating. We have conducted some preliminary analysis and believe that, due to the strong stability of the cash flow profile of our US tower business, we will be able to uphold that investment grade rating at 6 to 6.5 times EBITDA.

Awesome. Thanks guys. Really appreciate it.

Thank you. Your next question comes from Brandon Nispel from KeyBanc Capital Markets. Please go ahead.

Hey, guys. Thanks for taking the question. I wanted to ask about sort of new bookings that you signed during the quarter, not necessarily the billings that you report. But could you help us understand how tower leasing bookings were during the quarter? Are they up year-over-year? Are they up quarter-over-quarter? Some color on that would be helpful given some of your peers have called that out. Thanks.

Yes. Thanks, Brandon. As we've been talking about, we see the activity levels through 2025 being relatively consistent through the course of the year for us. And the new leasing that we have being very consistent over the course of the year. We think those are very good levels and drive 4.5% growth, which is good for our business. We'll do everything we can to try to improve that. But there's nothing that we've seen that would make us change that expectation that over time we will be pretty consistent over the course of the year.

Thanks for taking the question.

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

Great. Thanks for taking my question. Dan, you alluded to the transaction closing all at once. I'm curious if there's some sort of regulatory hiccup in one or two states, what would that actually mean for the deal?

Yes. First thing I would say is we do not expect any regulatory hiccups in any of the states. We would have to see what exactly they are. And the buyers are aware that if something like that were to happen, we still are going to likely close the deal. But the question becomes a hypothetical one of how big the hiccup is you're talking about. We just we don't see a big hiccup coming. So we are not concerned about closing this transaction in the first quarter of 2026, I mean, first quarter of 2025 sorry.

Okay. That's fair. And then just one on your MLAs. Can you quantify, even if broadly, how much of the growth you are reporting is stemming from MLAs versus demand that is above and beyond what the carriers have already contracted?

I would say that about 90% of our growth for 2025 is already contracted, which leaves us to the 10% that we need to make happen which is a great place to be. It's always great for a business to be able to look out as far as we are able to look out and understand where our growth is coming from. And it's one of the great things about the tower business. It's a really good business, partly because the visibility is so great. And we're excited to be where we are. The activity levels are good and we have a lot of comfort in being able to deliver our 2025 result.

And if the carriers were able to or interested in increasing the pace of their deployment, would that generally fall within the MLAs that you have or would that be outside and kind of increase the mix of extra MLA contribution?

It really depends on how the MLA itself is structured and we're not going to get into how we do that with each customer here. But there are both portions of activity that are already contracted in MLA and portions of activity that would be incremental to the MLA. It really depends on how each customer acts and what is included in each MLA that we have. We believe we have upside to what is already contracted. And we believe we have a lot of stability based on what is contracted.

Great. Thank you very much.

Thank you.

Thank you. That does conclude our question-and-answer session. And with that the conference has now concluded. Thank you for attending today's presentation. You may now disconnect.