Global Signal and Crown Castle International in $5.8 Billion Wireless Tower Industry Merger

Cleary Gottlieb is advising Goldman, Sachs & Co., as financial advisor to Global Signal, in its merger with Crown Castle International. The merger brings together two of the leading tower companies, with over 24,000 wireless sites, and is valued at $5.8 billion, including debt. The merger is expected to close in the first quarter of 2007 following stockholder and regulatory approvals.

Global Signal stockholders will be entitled to convert each share of Global Signal into 1.61 Crown Castle shares or, alternatively, may elect to receive cash in the amount of $55.95 per Global Signal share. The total amount of cash consideration is subject to a cap of $550 million. To the extent that cash elections exceed the equivalent of 9.83 million shares, the stock consideration would be adjusted on a pro rata basis so that 9.83 million of Global Signal’s outstanding shares are exchanged for cash.

Global Signal’s three largest shareholders, Fortress Investment Funds, Greenhill Capital Partners, L.P. and Abrams Capital, LLC, have entered into voting agreements in which they have agreed to vote shares representing approximately 40% of Global Signal’s outstanding shares in favor of the Crown Castle transaction.

Crown Castle International Corp. engineers, deploys, owns and operates technologically advanced shared wireless infrastructure, including extensive networks of towers and rooftops. Crown Castle offers significant wireless communications coverage to 76 of the top 100 United States markets and to substantially all of the Australian population. Crown Castle owns, operates and manages over 11,000 and 1,300 wireless communication sites in the U.S. and Australia, respectively.

Global Signal owns, leases or manages approximately 11,000 towers and other wireless communications sites. Global Signal is organized and conducts its operations to qualify as a real estate investment trust (REIT) for federal income tax purposes.