As filed with the Securities and Exchange Commission on December 23, 2004

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-11

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Global Signal Inc.

(Exact name of registrant as specified in its governing instruments)

301 North Cattlemen Road
Suite 300
Sarasota, Florida 34232
(941) 364-8886

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Greerson G. McMullen
Executive Vice President, General Counsel and Secretary
Global Signal Inc.
301 North Cattlemen Road
Suite 300
Sarasota, Florida 34232
(941) 364-8886

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Joseph A. Coco
Skadden, Arps, Slate, Meagher &
Flom LLP
4 Times Square
New York, New York 10036-6522
(212) 735-3000
J. Gerard Cummins
Sidley Austin Brown & Wood LLP
787 Seventh Avenue
New York, New York 10019
(212) 839-5300
John J. Sabl
Sidley Austin Brown & Wood LLP
Bank One Plaza
10 S. Dearborn Street
Chicago, Illinois 60603
(312) 853-7000

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this registration statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.    [ ]

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered Amounts to be
Registered(1)
Proposed Maximum
Offering Price Per
Share(2)
Proposed Maximum
Aggregate Offering
Price(1)(2)
Amount of
Registration Fee
Common stock, par value $0.01 per share   3,190,000   $ 27.78   $ 88,618,200   $ 10,430.37  
(1) Includes 290,000 shares which may be issued upon the exercise of the underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and based upon the average of the high and low prices on the New York Stock Exchange on December 17, 2004.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.




The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 23, 2004

PROSPECTUS

2,900,000 Shares

Global Signal Inc.

Common Stock

We are offering 2,900,000 shares of our common stock. Our common stock is listed on the New York Stock Exchange under the symbol "GSL." The last reported sale price of the common stock on December 21, 2004, was $27.00 per share.

We are organized and conduct our operations to qualify as a real estate investment trust (a REIT) for federal income tax purposes. To assist us in complying with certain federal income tax requirements applicable to REITs, our amended and restated certificate of incorporation and amended and restated bylaws contain certain restrictions relating to the ownership and transfer of our common stock, including a 9.9% ownership limit.

You should read the section entitled "Risk Factors" beginning on page 18 before buying our common stock. Investing in our common stock involves risks, including:

•  We recently emerged from a Chapter 11 bankruptcy reorganization, have a history of losses and may not be able to maintain profitability.
•  You may not be able to compare our historical financial information to our current financial information, which will make it more difficult to evaluate an investment in our common stock.
•  A decrease in the demand for our communications sites and our ability to attract additional tenants could negatively impact our ability to maintain profitability.
•  We have significant customer concentration and the loss of one or more of our major customers or a reduction in their utilization of our site space could result in a material reduction in our revenues.
•  We may encounter difficulties in acquiring towers at attractive prices or integrating acquisitions with our operations, which could limit our revenue growth and our ability to maintain profitability.
•  We may not be able to obtain credit facilities in the future on favorable terms to enable us to pursue our acquisition plan, and we may not be able to finance our newly acquired assets in the future or refinance outstanding indebtedness on favorable terms, which may result in an increase in the cost of financing and which in turn may harm our ability to acquire new towers and our financial condition.
•  Our failure to qualify as a REIT would result in higher taxes and reduce cash available for dividends.

  Price to
Public
Underwriting
Discounts and
Commissions
Proceeds
to Us
Per Share $                $                $               
Total $   $   $  

We have granted the underwriters a 30-day option to purchase up to 290,000 additional shares to cover any overallotments.

Delivery of the shares will be made on or about                     , 2005.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Morgan Stanley Banc of America Securities LLC

Raymond James

The date of this prospectus is                     , 2005




[Map of Distribution of Sites]




[Pictures of wireless communications towers]




[Pictures of wireless communications towers]




TABLE OF CONTENTS


PROSPECTUS SUMMARY   1  
RISK FACTORS   18  
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS   35  
USE OF PROCEEDS   36  
MARKET PRICE FOR COMMON STOCK AND DISTRIBUTION POLICY   36  
CAPITALIZATION   38  
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION   39  
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   42  
INDUSTRY   76  
BUSINESS   79  
MANAGEMENT   99  
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   111  
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   117  
DESCRIPTION OF CAPITAL STOCK   119  
DESCRIPTION OF CERTAIN INDEBTEDNESS   127  
SHARES ELIGIBLE FOR FUTURE SALE   131  
FEDERAL INCOME TAX CONSIDERATIONS   134  
ERISA CONSIDERATIONS   151  
UNDERWRITING   154  
LEGAL MATTERS   156  
EXPERTS   156  
WHERE YOU CAN FIND MORE INFORMATION   156  
INDEX TO FINANCIAL STATEMENTS   F-1  

You may rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide you with different or additional information. This prospectus is not an offer to sell nor is it seeking an offer to buy common stock in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock.

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PROSPECTUS SUMMARY

This summary highlights information more fully described elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before buying shares of our common stock. You should read this entire prospectus carefully, including "Risk Factors" and our consolidated historical financial statements and the related notes included in this prospectus, before deciding to invest in shares of our common stock. For convenience in this prospectus unless indicated otherwise, "Global Signal, " "the company," "we, " "us" and "our" refer to Global Signal Inc. and its consolidated subsidiaries, including Global Signal Operating Partnership, L.P., and "Global Signal Inc." refers to Global Signal Inc., formerly Pinnacle Holdings Inc., prior to its name change effective December 18, 2003. "Global Signal OP" refers to Global Signal Operating Partnership, L.P. "Fortress" refers to Fortress Investment Holdings LLC and certain of its affiliates and "Greenhill" refers to Greenhill Capital Partners, L.P. and affiliated investment funds. All per share information and information on our outstanding common stock, options and warrants has been adjusted to give effect to a two-for-one stock split we effected on February 11, 2004.

Global Signal Inc.

Global Signal, formerly known as Pinnacle Holdings Inc., is one of the largest wireless communications tower owners in the United States, based on the number of towers owned. Our strategy is to grow our adjusted EBITDA and adjusted Funds From Operations (1) organically by adding additional tenants to our towers, (2) by acquiring towers with existing telephony tenants in locations where we believe there are opportunities for organic growth and (3) by financing these newly acquired towers, on a long term basis, using equity combined with low-cost fixed-rate debt obtained through the issuance of mortgage-backed securities. Through this strategy we will seek to increase our dividend per share over time. On December 13, 2004, our board of directors declared a dividend of $0.40 per share of our common stock for the three months ended December 31, 2004 which represents a 6.7% increase over the $0.375 per share dividend paid for the three months ended September 30, 2004 and a 28% increase over the $0.3125 per share dividend paid for the three months ended June 30, 2004. The $0.40 per share dividend is payable on January 20, 2005 to stockholders of record as of January 7, 2005.

We are organized as a real estate investment trust, or REIT, and as such are required to distribute at least 90% of our taxable income to our stockholders. On June 2, 2004, we completed our initial public offering through the issuance of 8,050,000 shares of our common stock at $18.00 per share of common stock.

For the year ended December 31, 2003 and the nine months ended September 30, 2004, substantially all of our revenues came from our ownership, leasing and management of communications towers and other communications sites. Our communications sites are primarily located in the southeastern and mid-Atlantic regions of the United States. As of September 30, 2004, we owned 2,372 towers and 256 other communications sites. We own in fee or have long-term easements on the land under 829 of these towers and we lease the land under 1,543 of these towers. In addition, as of September 30, 2004, we managed 759 towers, rooftops and other communications sites where we had the right to market space or where we had a sublease arrangement with the site owner. As of September 30, 2004, we owned or managed a total of 3,387 communications sites.

Our customers include a wide variety of wireless service providers, government agencies, operators of private networks and broadcasters. These customers operate networks from our communications sites and provide wireless telephony, mobile radio, paging, broadcast and data services. As of September 30, 2004, we had an aggregate of more than 12,000 leases on our communications sites with over 2,000 customers. The average number of tenants on our owned towers, as of September 30, 2004, was 4.0, which included an average of 1.4 wireless telephony tenants. Our revenue from wireless telephony tenants has increased from 40.6% of our total revenues for the month of December 2003 to 45.8% of our total revenues for the month of September 2004.

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For the year ended December 31, 2003, and the nine months ended September 30, 2004, we generated:


  Year
Ended
December 31, 2003
Nine Months
Ended
September 30, 2004
  (in millions)
Revenues from continuing operations $ 169.2   $ 134.1  
Net income $ 18.0   $ 5.8  
Adjusted EBITDA (1) $ 83.9   $ 74.5  
Adjusted Funds From Operations (1) $ 62.6   $ 53.0  
(1) Adjusted EBITDA and adjusted Funds From Operations, or AFFO, are non-GAAP financial measures we use in evaluating our performance. See "Summary Consolidated Financial Information" for a reconciliation of these measures to net income and "Management's Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures" for a detailed description of why we believe such measures are useful.

At September 30, 2004, our ratios of total debt to net income and to adjusted EBITDA for the twelve months ended September 30, 2004 were 41.8 times and 4.4 times, respectively, and our total debt had a weighted average fixed interest rate of approximately 5.0% as of September 30, 2004.

Recent Developments

Acquisitions.    Since the beginning of our acquisition program, on December 1, 2003, through December 17, 2004, we have acquired 846 communications sites for an aggregate purchase price of approximately $356.4 million, including fees and expenses. As of December 17, 2004, we have executed definitive agreements to acquire 85 communications sites for an aggregate purchase price of approximately $31.2 million, including estimated fees and expenses. In addition, from January 1, 2004 through December 17, 2004, we have invested $6.3 million, including fees and expenses, to acquire a fee interest or long-term easement under 60 wireless communications towers where we previously had a leasehold interest. As of December 17, 2004, we have executed definitive agreements to acquire a fee interest or long-term easements under an additional 14 communications towers. The above pending acquisitions are subject to customary closing conditions for real estate transactions of this type and may not be successfully completed. As of December 17, 2004, we also have non-binding letters of intent to purchase 309 towers for approximately $85.1 million, including fees and expenses. We are in the process of performing due diligence on these towers and seeking to negotiate definitive agreements. We believe the towers we acquired and have contracted to acquire are in locations where there are opportunities for organic growth and that these towers generally have significant additional capacity to accommodate new tenants. As of December 17, 2004, the average number of telephony tenants on towers acquired since December 1, 2003 was 1.8. A majority of the acquired towers were built in the last four years and were generally designed to accommodate three to five telephony tenants per tower. Some of our recent acquisition activity includes:

•  On December 17, 2004, we completed the acquisition of 43 towers from Towers of Texas Inc. for an aggregate purchase price of $24.4 million, including fees and expenses. The towers derived approximately 94.5% of their revenues based on the annualized amount of tenant billings for the month of September 2004, from wireless telephony tenants and are located primarily in Texas. The acquisition was funded with cash from the site acquisition reserve account established with a portion of the proceeds from the December 2004 mortgage loan described below.
•  On December 3 and 17, 2004, we completed the acquisitions of an aggregate of 95 towers from Didicom Towers, Inc. and its affiliates, referred to herein as Didier Communications, for an aggregate purchase price of $26.6 million, including fees and expenses. The towers, which are primarily located in Arkansas, Missouri and Oklahoma, have an average age of two years and derived approximately 93.3% of their revenues based on the annualized amount of tenant billings for the month of September 2004, from wireless telephony tenants. The acquisition was partly funded with borrowings from our credit facility that was subsequently repaid with a portion of the December 2004 mortgage loan and partly with cash from the site acquisition reserve account established with a portion of the proceeds from the December 2004 mortgage loan.

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•  On November 12, 2004, we completed the acquisition of all of the membership interests of GoldenState Towers, LLC, or GoldenState, for an aggregate purchase price of $64.5 million, including estimated fees and expenses. GoldenState owns or operates 214 wireless communications towers that derive substantially all of their revenues from wireless telephony tenants and are located primarily in California, Oregon, Idaho, Washington, Nevada and Arizona. The acquisition was partly funded from cash held in escrow and partly from borrowings under our credit facility that was subsequently repaid with a portion of the proceeds from the December 2004 mortgage loan. The acquisition of the GoldenState business represents a significant expansion of our assets and operations into the western portion of the United States.
•  On July 29, 2004, we signed a definitive agreement to purchase 237 wireless communications towers from Lattice Communications, LLC, for an aggregate purchase price of $119.1 million, including estimated fees and expenses. The towers derive approximately 91.9% of their revenue from wireless telephony tenants and subsidiaries of Cinergy Corp., or Cinergy. Cinergy has multi-year leases on many of these sites and utilizes these sites for its private communications and microwave network. The sites acquired are located primarily in Indiana, Ohio, Alabama, Kansas and Georgia. On October 29 and November 30, 2004, we closed on an aggregate of 189 of the Lattice Communications towers with a purchase price of $95.8 million, including estimated fees and expenses. We funded this purchase partly from cash held in escrow and partly from borrowings from our credit facility that was subsequently repaid with a portion of the proceeds from the December 2004 mortgage loan. The acquisitions of the remaining sites are expected to close in late December 2004 and various times during the first quarter of 2005. They are subject to customary closing conditions and may not be successfully completed. We expect to fund the remainder of the purchase price with $1.5 million of cash held in escrow and with cash from the site acquisition reserve account established with a portion of the proceeds from the December 2004 mortgage loan.
•  On June 30, 2004, we completed the acquisition of all of the membership interests in Tower Ventures III LLC, or Tower Ventures, from four non-affiliated individuals and their controlled entities for $53.0 million, including fees and expenses. Tower Ventures and its subsidiary own 97 wireless communications towers located primarily in Tennessee, Mississippi, Missouri and Arkansas. The communications towers are generally less than four years old and generate substantially all of their revenue from wireless telephony tenants. We funded the purchase price from a portion of the net proceeds of our initial public offering of our common stock.

In addition to the acquisitions described above, our acquisition activity includes the completed acquisition of nine, eight and 21 towers from Foresite Towers, LLC, Milestone Towers Limited Partnership I, and Selectel Midwest, LLC, respectively, for a purchase price, including fees and expenses of $1.6 million, $3.9 million and $4.0 million, respectively. In addition, the acquisitions under definitive purchase agreements that have not yet been completed as of December 17, 2004 include, 31 towers from Highland Towers for a purchase price, including estimated fees and expenses, of $8.7 million. Substantially all of the revenues from the towers of these four acquisitions is derived from wireless telephony.

Financings.    On December 7, 2004, our wholly owned subsidiary, Pinnacle Towers Acquisition Holdings LLC, and five of its direct and indirect subsidiaries borrowed approximately $293.8 million under a mortgage loan made payable to a newly created trust that issued approximately $293.8 million in fixed rate commercial mortgage pass-through certificates, which we refer to as the December 2004 mortgage loan, to provide fixed rate financing for the communications sites we acquired since December 2003 along with certain additional communications sites we expect to acquire. The proceeds of the December 2004 mortgage loan were used primarily to repay the $181.7 million of then outstanding borrowings under our credit facility and to partially fund a $120.7 million site acquisition reserve account to be used to acquire additional qualifying wireless communications sites over the six-month period following closing. As of December 17, 2004, the site acquisition reserve account had a balance of $85.5 million. The December 2004 mortgage loan requires monthly payments of interest until its maturity in December 2009. The weighted average interest rate on the various tranches of certificates is approximately 4.74%. The December 2004 mortgage loan is secured by mortgages, deeds of trust, deeds to secure debt and first priority liens on substantially all of Pinnacle Towers Acquisition Holdings LLC's tangible assets which we expect to have an aggregate acquisition cost of approximately $450.0 million, including fees and expenses, after all amounts in the site acquisition reserve have been used to fund acquisitions.

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On December 3, 2004, Global Signal Operating Partnership, L.P. or Global Signal OP, entered into a 364-day $20.0 million revolving credit agreement with Morgan Stanley Asset Funding Inc. and Bank of America, N.A., affiliates of the representatives of the underwriters, to provide funding for working capital and other corporate purposes. Amounts available under the revolving credit facility are reduced to $15.0 million upon the earlier of June 3, 2005 or the completion of certain equity issuances by us in excess of $5.0 million, including this offering. Interest on the revolving credit facility is payable at our option at either the London InterBank Offered Rate, or LIBOR, plus 3.0% or the bank's base rate plus 2.0%. The revolving credit facility contains covenants and restrictions standard for a facility of this type including a limitation on our consolidated indebtedness at $730.0 million. The revolving credit facility is guaranteed by Global Signal, Global Signal GP LLC and certain subsidiaries of Global Signal OP that are not party to the December and February 2004 mortgage loans. It is secured by a pledge of Global Signal OP's assets, including a pledge of 65% of its interest in our United Kingdom subsidiary, 100% of the interest in certain other of our domestic subsidiaries and a pledge by Global Signal of 65% of its interest in its Canadian subsidiary.

On February 5, 2004, our largest operating subsidiary, Pinnacle Towers LLC, then known as Pinnacle Towers Inc., and 13 of its direct and indirect subsidiaries borrowed $418.0 million under a mortgage loan made payable to a trust, the February 2004 mortgage loan. The trust simultaneously issued $418.0 million in commercial mortgage pass-through certificates with terms identical to the February 2004 mortgage loan. The proceeds from the February 2004 mortgage loan were used primarily to repay the $234.4 million of then outstanding borrowings under our old credit facility and to fund a $142.2 million one-time special distribution to our stockholders which represented a return of capital, including $113.8 million to Fortress and Greenhill. As of December 17, 2004, the weighted average fixed interest rate of the various tranches of the mortgage loan was approximately 5.0%. The February 2004 mortgage loan is secured by mortgages, deeds of trust and deeds to secure debt creating first priority mortgage liens on assets which generated 91.6% of our gross margins for the three months ended September 30, 2004.

On October 15, 2004, we amended and restated our $200.0 million credit facility with Morgan Stanley Asset Funding Inc. to, among other things, increase the commitment by the lenders to $250.0 million and to add Bank of America, N.A. as a lender. We used our credit facility to provide financing for acquisitions until December 7, 2004 when we repaid and terminated our credit facility with a portion of the proceeds from our December 2004 mortgage loan.

Dividends.    On December 13, 2004, our board of directors declared a dividend of $0.40 per share of our common stock for the three months ending December 31, 2004, which represents a 6.7% increase over the per share dividend paid for the three months ending September 30, 2004. The $0.40 per share dividend is payable on January 20, 2005 to stockholders of record as of January 7, 2005. As of the date of this prospectus, we have not closed our accounting books and records for the three months ending December 31, 2004, and therefore we cannot determine the exact amount of this dividend that represents a return of our stockholders' capital. As a result, for purposes of certain disclosures included elsewhere in this prospectus, we have assumed that the entire dividend represents a return of our stockholders' capital. Purchasers of shares of common stock in this offering will not be entitled to this dividend.

On October 20, 2004, we paid an ordinary dividend of $0.375 per share of our common stock for the three months ended September 30, 2004, which represents a 20% increase over the quarterly dividends we paid for the three months ended June 30, 2004. The ordinary dividend paid for the three months ended September 30, 2004 totaled $19.1 million, with $12.8 million representing a return of our stockholders' capital.

On July 20, 2004, we paid an ordinary dividend of $0.103 per share of our common stock, or an aggregate of $5.2 million, of which $3.9 million represented a return of capital, to stockholders of record as of July 6, 2004, for the period from June 1, 2004 through June 30, 2004. On June 14, 2004, we paid a dividend of $0.2095 per share of common stock to stockholders of record as of May 26, 2004, or an aggregate of $8.8 million, of which $5.0 million represented a return of our stockholders' capital, for the period of April 1, 2004 through May 31, 2004. We paid this dividend so that holders of our common stock prior to our initial public offering received a distribution for the period prior to the completion of the offering. On April 22, 2004, we paid an ordinary dividend of $0.3125 per share of our common stock, or an aggregate of $13.1 million, of which $11.3 million represented a return of our stockholders' capital, for the three months ended March 31, 2004. On February 5, 2004, we paid an ordinary dividend of $0.3125 per share of our common stock, or an aggregate of $12.8 million, for the three months ended December 31, 2003. In

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addition, on February 5, 2004, we paid a $142.2 million one-time special distribution to our stockholders, which represented a return of our stockholders' capital.

Industry Strengths

We believe that the tower industry is attractive because of the following characteristics:

•  Strong Industry Outlook.    We believe that the following factors will drive the growth of new tenant leases:
growth in the number of wireless telephony subscribers;
increasing wireless telephony usage per subscriber;
increasing wireless data usage;
customer demand for high network quality and ubiquitous coverage;
new wireless technologies, devices and applications; and
significant investments by wireless telephony service providers in their networks to increase coverage and accommodate new technologies.
•  High Operating Leverage.    Operating expenses associated with adding incremental wireless tenants to an existing owned tower are relatively low resulting in a significant percentage of new revenues being converted to cash flow provided by operating activities.
•  Low Maintenance Capital Expenditures.    Generally, wireless towers require minimal annual capital investments to maintain.
•  Low Churn of Wireless Telephony Customers.    Due to the expense of modifying their wireless network architecture and relocating their equipment, wireless carriers tend to be long-term tenants that renew their leases.
•  Large and Fragmented Industry.    There are approximately 115,000 communications towers in the United States with over 47,000 towers owned by small tower operators and individuals and over 21,000 towers owned by wireless telephony service providers, which provides significant acquisition opportunities.

Growth Strategy

Our objective is to increase our adjusted EBITDA, adjusted Funds From Operations, or AFFO, and our dividend per share of our common stock. Key elements of our strategy to achieve this objective include:

•  Grow our Revenues by Adding New Tenants to our Communications Sites.    We believe that we can take advantage of our site capacity and locations, strong customer relationships and operational expertise to attract new tenants to our existing communications sites.
•  Expand our Communications Sites Network Through Acquisition and Development of Towers.    We plan to purchase or develop towers in locations where we believe there is, or will be, significant demand for wireless services which should drive network expansion and increase demand for space on our towers. We will focus our acquisition efforts on towers that already have an existing telephony tenant, or in the case of new builds, a telephony customer committed to a new lease, and have the potential to add multiple additional telephony tenants.
•  Maintain an Efficient Capital Structure.    We believe that our low cost debt, combined with appropriate leverage, will allow us to maintain operating and financial flexibility. Our capital management strategy is to finance newly acquired assets, on a long-term basis, using equity combined with low-cost fixed-rate debt obtained through the periodic issuance of mortgage-backed securities. Prior to issuing mortgage-backed securities, our strategy is to finance communications sites we acquire on a short-term basis through credit facilities we expect to obtain on terms similar to the credit facility we repaid with a portion of the net proceeds from our December 2004 mortgage loan.

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•  Build on Relationships with Wireless Telephony Carriers.    We maintain a consistent and focused dialogue with our wireless telephony carriers in order to fully meet their network needs.
•  Outsource New Tower Development and Construction.    We outsource all aspects of new tower development, including engineering, initial land acquisition, zoning and construction. We believe that by outsourcing we avoid most of the high overhead and risks associated with providing these services.

Our Strengths

•  High Quality Communications Sites with Diversified and Stable Cash Flows.    As of September 30, 2004, we had 3,387 communications sites, including 2,372 owned towers. Our diversified customer base, which includes over 2,000 customers with over 12,000 leases, has historically provided us with a stable cash flow stream.
•  Efficient and Well Organized Operating Platform.    We have recently spent a significant amount of time and capital on improving our operations. Our organizational structure, sales force, business processes and systems are oriented towards improving customer service and adding new tenants.
•  Experienced Management Team.    We have an experienced management team that is highly focused on growing our business. Our management team owns, and is incentivized with options to acquire, a total of approximately 5.8% of our common stock on a fully diluted basis, as of December 17, 2004.
•  Tax Efficient REIT Status.    We are organized as a REIT, which enables us to reduce our corporate-level income taxes by making dividend distributions to our stockholders and to pass our capital gains through to our stockholders in the form of capital gains dividends.

History

We were formed in 1995 to acquire and manage wireless towers and other communications sites. We historically funded our operations through bank credit facilities and issuances of debt and equity securities. Prior to our emergence from bankruptcy, we were unable to meet our financial obligations due primarily to (1) our highly leveraged capital structure, (2) the acquisition of non-strategic assets we have subsequently disposed of that were unrelated to our core tower business and (3) the inability of our former management to efficiently integrate and manage our communications sites. In addition, to a lesser extent, we were unable to meet our financial obligations due to the reduced amount of capital spending by wireless carriers on their networks in 2001 and 2002. On May 21, 2002, Global Signal (then known as Pinnacle Holdings Inc.) filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York.

Under the prearranged plan of reorganization, Fortress and Greenhill purchased 22,526,598 shares of our common stock for an aggregate purchase price of $112.6 million and elected to receive an additional 9,040,166 shares of common stock in lieu of $45.2 million of cash for the 10% senior notes due 2008, or senior notes, they held making their total investment in the company in connection with the reorganization $157.8 million. Other senior noteholders entitled to receive $47.2 million of cash elected to receive 9,433,236 shares of common stock in lieu of cash, making the total equity investment $205.0 million. In December 2002, Fortress purchased 1,440,000 shares of our common stock from Abrams Capital Partners I, L.P., Abrams Capital Partners II, L.P., and Whitecrest Partners, L.P., affiliates of Abrams Capital, LLC, our third largest stockholder, for an aggregate purchase price of approximately $7.3 million. On February 5, 2004, Fortress and Greenhill's total investment was reduced by $113.8 million to $51.3 million (including the amount invested in connection with the purchase of shares from Abrams Capital, LLC and certain of its affiliates) as a result of our special distribution which represented a return of capital. In April 2004, Fortress exercised its warrant for 418,050 shares at an aggregate exercise price of $3.6 million and Fortress and Greenhill received a return of capital related to their portion of our April 2004 dividend to the extent it exceeded accumulated earnings to date in the amount of $9.0 million, thereby decreasing the Fortress and Greenhill investment to $45.9 million. In addition, Fortress and Greenhill received a return of capital related to their portion of our May, June and September 2004 ordinary dividends to the extent the dividends exceeded accumulated earnings to date in the aggregate amount of $14.9 million, thereby decreasing their investment to $31.1 million. We are also paying our stockholders of record as of January 7, 2005 a dividend of $0.40 per share of our common stock for the three months

6




ending December 31, 2004. As of the date of this prospectus, we have not closed our accounting books and records for the three months ending December 31, 2004, and therefore we cannot determine the exact amount of this dividend that represents a return of our stockholders' capital. As of December 17, 2004, assuming there are no additional warrant or stock option exercises, the aggregate dividend will be approximately $20.5 million. Assuming the entire amount of the dividend is a return of capital, the Fortress and Greenhill investment would be reduced by $13.3 million, to $17.8 million.

Under the plan, the company satisfied $325.0 million of indebtedness related to our senior notes for $21.6 million in cash and 18,473,402 shares of our common stock valued at $92.4 million, and satisfied $187.5 million of indebtedness related to our 5.5% convertible notes due 2007 for $1.0 million in cash and warrants to purchase 820,000 shares of our common stock. In total $404.8 million, including $7.3 million of accrued interest, was discharged under the reorganization. Under the plan, our then existing senior credit facility lenders were paid approximately $93.0 million in cash, with the balance of the full amount owed to them incorporated into an amended and restated credit facility comprising a three-year secured term loan of $275.0 million. In addition, certain of these lenders provided a secured revolving credit facility of $30.0 million. We refer to the term loan and revolving credit facility, collectively, as our old credit facility. The plan was confirmed by the bankruptcy court on October 9, 2002 and we exited bankruptcy with Fortress as our controlling stockholder on November 1, 2002. On February 5, 2004, the old credit facility was paid in full and terminated.

Prior to our reorganization we had acquired certain non-strategic assets unrelated to our core tower business, which have subsequently been sold, and our former management was unable to efficiently integrate and manage our communications sites. Our current growth strategy, which is in part based on a new site acquisition and development strategy, is significantly different. The primary differences are (1) our strategy to finance our assets using a capital structure which we believe does not rely on growth to reduce leverage and uses low-cost fixed-rate debt obtained through the issuance of mortgage-backed securities combined with a portion of the proceeds from equity offerings, including this offering, to finance our new tower acquisitions and development growth, (2) our strategy to buy core tower assets with in-place telephony, investment grade or government tenants where we believe there is a high likelihood of multiple lease renewals, (3) our stringent underwriting process which evaluates each asset individually and prices each asset based on its current yield and the asset and tenant attributes and location of the asset, and (4) our focus on integrating, maintaining and operating the assets we buy efficiently and effectively.

We were incorporated in the State of Delaware in 2002. Our predecessor company was incorporated in the State of Delaware in 1995. Our principal executive offices are located at 301 North Cattlemen Road, Suite 300, Sarasota, Florida 34232. Our telephone number is (941) 364-8886. Our website address is www.gsignal.com. Information on our website does not constitute part of this prospectus.

7




Organizational Structure of Global Signal Inc.
and Significant Subsidiaries(1)

(1) Unless otherwise noted, all ownership is 100%.
(2) Special purpose entity whose only asset is the member's interest in its subsidiary.
(3) Our primary management and services company.

8




Risks Relating to Our Business

•  We recently emerged from a Chapter 11 bankruptcy reorganization, have a history of losses and may not be able to maintain profitability.
•  You may not be able to compare our historical financial information to our current financial information, which will make it more difficult to evaluate an investment in our common stock.
•  A decrease in the demand for our communications sites and our ability to attract additional tenants could negatively impact our ability to maintain profitability.
•  Our revenues may be adversely affected by the economies, real estate markets and wireless communication industry in the regions where our sites are located.
•  Consolidation in the wireless industry and changes to the regulations governing wireless services could decrease the demand for our sites and may lead to reductions in our revenues.
•  Our revenues are dependent on the creditworthiness of our tenants, which could result in uncollectable accounts receivable and the loss of significant customers and anticipated lease revenues.
•  We have significant customer concentration and the loss of one or more of our major customers or a reduction in their utilization of our site space could result in a material reduction in our revenues.
•  We do not believe it is likely we will be able to renew one of our primary leases with our largest customer on the same terms when it expires in May 2005.
•  As of September 30, 2004, our tenant leases had a weighted average current term of approximately 4.8 years and had a weighted average remaining term of 2.4 years. Our revenues depend on the renewal of our tenant leases by our customers on favorable terms.
•  We are currently implementing new software systems throughout our business and may encounter integration problems that affect our ability to serve our customers and maintain our records, which in turn could harm our ability to operate our business.
•  If we are unable to successfully compete, our business will suffer.
•  Competing technologies may offer alternatives to ground-based antenna systems, which could reduce the future demand for our sites.
•  Equipment and software developments are increasing our tenants' ability to more efficiently utilize spectral capacity and to share transmitters, which could reduce the future demand for our sites.
•  Carrier joint ventures and roaming agreements, which allow for the use of competitor transmission facilities and spectrum, may reduce future demand for incremental sites.
•  We may be unable to modify our towers, which could harm our ability to add additional site space and new customers, which could result in our inability to execute our growth strategy and limit our revenue growth.
•  We may encounter difficulties in acquiring towers at attractive prices or integrating acquisitions with our operations, which could limit our revenue growth and our ability to maintain profitability.
•  We may not be able to obtain credit facilities in the future on favorable terms to enable us to pursue our acquisition plan, and we may not be able to finance our newly acquired assets in the future or refinance outstanding indebtedness on favorable terms, which will result in an increase in the cost of financing and which in turn may harm our ability to acquire new towers and our financial condition.
•  Our failure to comply with federal, state and local laws and regulations could result in our being fined, liable for damages and, in some cases, the loss of our right to conduct some of our business.
•  The failure of our communications sites to be in compliance with environmental laws could result in liability and claims for damages that could result in a significant increase in the cost of operating our business.

9




•  Because we generally lease, sublease, license or have easements relating to the land under our towers, our ability to conduct our business and generate revenues may be harmed if we fail to obtain lease renewals or protect our rights under our leases, subleases, licenses and easements.
•  Our tenant leases require us to be responsible for the maintenance and repair of the sites and for other obligations and liabilities associated with the sites and our obligations to maintain the sites may affect our revenues.
•  Site management agreements may be terminated prior to expiration, which may adversely affect our revenues.
•  Our towers may be damaged by disaster and other unforeseen events for which our insurance may not provide adequate coverage and which may cause service interruptions affecting our reputation and revenues and resulting in unanticipated expenditures.
•  If radio frequency emissions from our towers or other equipment used in our tenants' businesses are demonstrated, or perceived, to cause negative health effects, our business and revenues may be harmed.
•  Repayment of the principal of our outstanding indebtedness may require additional financing that we cannot assure you will be available to us.
•  The terms of our mortgage loans and revolving credit facility may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations.
•  Our Chief Executive Officer has management responsibilities with other companies and may not be able to devote sufficient time to the management of our business operations.

Risks Relating to Our REIT Status

•  Our failure to qualify as a REIT would result in higher taxes and reduce cash available for dividends.
•  Dividends payable by REITs generally do not qualify for the reduced tax rates under recently enacted tax legislation.
•  REIT distribution requirements could adversely affect our liquidity.
•  The stock ownership limits imposed by the Internal Revenue Code for REITs and our amended and restated certificate of incorporation may inhibit market activity in our stock and may restrict our business combination opportunities.

Risks Relating to this Offering

•  The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets.
•  The market price of our stock could be negatively affected by sales of substantial amounts of our common stock if our largest stockholder defaults under a credit agreement secured by its shares of our common stock.
•  The issuance of additional stock in connection with acquisitions or otherwise will dilute all other stockholdings.
•  The price of our common stock may fluctuate substantially, which could negatively affect us and the holders of our common stock.
•  Investors in this offering will suffer immediate and substantial dilution.
•  ERISA may restrict investments by Plans in our common stock.
•  Our authorized but unissued common and preferred stock may prevent a change in our control.
•  Anti-takeover provisions in our amended and restated certificate of incorporation could have effects that conflict with the interests of our stockholders.

10




•  We have not established a minimum dividend payment level, there are no assurances of our ability to pay dividends in the future, and our ability to maintain current dividend level depends both on our earnings from existing operations and our ability to invest our capital to achieve targeted returns.
•  Global Signal Inc. is a holding company with no material direct operations.
•  Your ability to influence corporate matters may be limited because a small number of stockholders beneficially own a substantial amount of our common stock.
•  An increase in interest rates would result in an increase in our interest expense, which could adversely affect our results of operations and financial condition.
•  Our fiduciary obligations to Global Signal OP may conflict with the interests of our stockholders.
•  Future limited partners of Global Signal OP may exercise their voting rights in a manner that conflicts with the interests of our stockholders.

11




The Offering

The following information assumes that the underwriters do not exercise their overallotment option to purchase additional shares in this offering.


Common stock we are offering 2,900,000 shares
Common stock to be outstanding after the offering 54,094,581 shares
NYSE symbol "GSL"

The number of shares of common stock that will be outstanding after the offering excludes options and warrants exercisable to purchase 4,284,808 shares of common stock outstanding as of December 21, 2004.

Use of Proceeds

Based on the assumed offering price of $         , our net cash proceeds from the sale of the shares of common stock will be approximately $          million, or approximately $          million if the underwriters exercise their overallotment option in full, after deducting underwriting discounts, commissions and estimated offering expenses.

We intend to use the net proceeds of this offering as follows:

•  Approximately $59.0 million to finance the acquisition of 233 communications sites for which we have currently signed non-binding letters of intent. These towers are located in Alabama, Arkansas, Florida, Georgia, Illinois, Lousiana, Michigan, Mississippi, New Hampshire, South Carolina, Tennessee, Texas and Vermont. We are seeking to complete our due diligence and negotiate purchase agreements for these sites. Acquisitions of communications sites subject to letters of intent are less likely to be consummated than those subject to definitive purchase agreements. In the event we are unable to acquire these sites we intend to use the proceeds from this offering for other acquisitions or general corporate purposes.
•  Approximately $          million used for working capital and other general corporate purposes, which may include future acquisitions.

A tabular presentation of our estimated use of proceeds based on an assumed offering price of $          follows:


  Dollar
Amount
Percentage
of Gross
Proceeds
  (in thousands)  
Gross offering proceeds $                        100.0
Underwriting discount and commissions and commissions                                   
Other expenses of offering                                   
Net offering proceeds $                                 

  Dollar
Amount
Percentage
of Net
Proceeds
  (in thousands)  
Estimated amount to finance the acquisition of communications sites for which we currently have signed non-binding letters of intent            
Estimated amount used for working capital and other general corporate purposes.            
Net offering proceeds $                        100.0

Pending these uses, we intend to invest the net proceeds in interest-bearing, short-term investment grade securities or money-market accounts, which is consistent with our intention to qualify as a REIT or to repay indebtedness under our revolving credit facility with Morgan Stanley Asset Funding Inc. and Bank of America, N.A., affiliates of the representatives of the underwriters, if any such indebtedness is outstanding.

12




Restrictions on Ownership of Stock

Due to limitations on the concentration of ownership of a REIT imposed by the Internal Revenue Code of 1986, as amended, our amended and restated certificate of incorporation generally prohibits any stockholder, unless exempted by our board of directors, from directly or indirectly owning more than 9.9% of our stock. Our board of directors may grant such an exemption in its sole discretion, subject to such terms, conditions, representations and undertakings as it may determine. Certain of our stockholders are exempt from these ownership limits.

Benefits to Affiliates and Certain Other Parties

Our directors and officers receive compensation in connection with their service to us as described in "Management — Compensation of Directors" and "Management — Executive Compensation."

Distribution Policy

On December 13, 2004, our board of directors declared a dividend of $0.40 per share of our common stock for the three months ending December 31, 2004, payable on January 20, 2005, to stockholders of record as of January 7, 2005. The portion of this dividend, which exceeds our accumulated earnings as of December 31, 2004, will represent a return of our stockholders' capital. For the three months ended September 30, 2004, we paid an ordinary dividend of $0.375 per share of our common stock, or an aggregate of $19.1 million, of which $12.8 million represented a return of our stockholders' capital, which was paid on October 20, 2004, to stockholders of record as of October 8, 2004. On July 20, 2004, we paid an ordinary dividend of $0.103 per share of our common stock, or an aggregate of $5.2 million, of which $3.9 million represented a return of our stockholders' capital, to stockholders of record as of July 6, 2004, for the period from June 1, 2004 through June 30, 2004. On June 14, 2004, we paid an ordinary dividend of $0.2095 per share of our common stock, or an aggregate of $8.8 million, of which $5.0 million represented a return of our stockholders' capital for the period of April 1, 2004 through May 31, 2004. On April 22, 2004, we paid an ordinary dividend of $0.3125 per share of our common stock, or an aggregate of $13.1 million, of which $11.3 million represented a return of our stockholders' capital, for the three months ended March 31, 2004. On February 5, 2004, we paid an ordinary dividend of $0.3125 per share of our common stock, or an aggregate of $12.8 million, for the three months ended December 31, 2003. We intend to continue to make regular quarterly distributions to the holders of our common stock. Distributions, including distributions of capital, assets or dividends, will be made at the discretion of our board of directors and will depend on many factors, including our financial condition, earnings, legal requirements and other factors as our board of directors deems relevant.

We generally need to distribute at least 90% of our taxable income each year (subject to certain adjustments) to qualify as a REIT under the Internal Revenue Code. Differences between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement. We have already satisfied that requirement for 2004 through payment of our $142.2 million one-time special distribution and our quarterly ordinary dividends.

13




SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth summary historical consolidated financial and other data. The balance sheet data as of December 31, 2001, 2002 and 2003 and the statements of operations and cash flows data for the years ended December 31, 2001, and 2003 and the ten months ended October 31, 2002 and the two months ended December 31, 2002 are derived from our audited consolidated financial statements. The balance sheet data as of October 31, 2002 and September 30, 2003 and 2004 and the statements of operations and cash flows for the nine months ended September 30, 2003 and 2004, are derived from our unaudited condensed consolidated interim financial statements.

The pro forma as adjusted statement of operations data reflects (i) the issuance of the February 2004 mortgage loan of $418.0 million and the application of the February 2004 mortgage loan net proceeds, (ii) the initial public offering of 8,050,000 shares of our common stock at an offering price of $18.00 per share of common stock, and the application of the net proceeds therefrom, including a portion to fund the Tower Ventures acquisition, (iii) seven other acquisitions: Foresite, Milestone, Lattice, Didier Communications, Towers of Texas, Selectel Midwest and Highland Towers, all of which have been consummated or are currently subject to definitive purchase agreements, (iv) the issuance of the December 2004 mortgage loan of $293.8 million and the application of the net proceeds therefrom and (v) this offering of 2,900,000 shares of common stock at an assumed offering price of $         per share, the closing price of our shares of common stock on         , and the application of the net proceeds therefrom, as more fully described in the pro forma financial statements and the related notes included elsewhere in this prospectus, as if they had occurred on January 1, 2003 and 2004, respectively. The pro forma as adjusted balance sheet data as of September 30, 2004 reflects this offering, the December 2004 mortgage loan issuance and the Milestone, Lattice, Didier Communications, Towers of Texas, Selectel Midwest and Highland Towers acquisitions as if they had occurred on September 30, 2004. We have consummated other tower acquisitions and have executed definitive agreements to acquire additional towers which are not included in these pro forma financial statements because they do not meet the applicable criteria of Regulation S-X of the Securities and Exchange Commission. Certain of the items considered in pro forma adjustments to the statements of operations are not reflected as adjustments to the pro forma balance sheet, because they are already reflected in the historical balance sheet as of September 30, 2004.

On November 1, 2002, we emerged from Chapter 11. In accordance with AICPA Statement of Position 90-7 Financial Reporting by Entities in Reorganization Under the Bankruptcy Code ("SOP 90-7"), we adopted fresh start accounting as of November 1, 2002 and our emergence from Chapter 11 resulted in a new reporting entity. Under fresh start accounting, the reorganization value of the entity is allocated to the entity's assets based on fair values, and liabilities are stated at the present value of amounts to be paid determined at appropriate current interest rates. The effective date is considered to be the close of business on November 1, 2002 for financial reporting purposes. The periods presented prior to November 1, 2002 have been designated "predecessor company" and the periods starting on November 1, 2002 have been designated "successor company." As a result of the implementation of fresh start accounting as of November 1, 2002, our financial statements after that date are not comparable to our financial statements for prior periods because of the differences in the basis of accounting and the debt and equity structure for the predecessor company and the successor company. The more significant effects of the differences in the basis of accounting on the successor company's financial statements are (1) lower depreciation and amortization expense as a result of the revaluation of our long-lived assets downward by $357.2 million through the application of fresh start accounting, and (2) lower interest expense as a result of the discharge of $404.8 million of debt upon our emergence from bankruptcy.

The information set forth below should be read in conjunction with "Use of Proceeds," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations," our consolidated financial statements, our condensed consolidated interim financial statements, our pro forma condensed consolidated financial statements, Tower Ventures', Foresite's, Milestone's, Lattice's, Didier Communications', Towers of Texas', Selectel Midwest's and Highland Towers' statements of revenue and certain expenses, and each of their related notes included elsewhere in this prospectus.

14





  Predecessor Company Successor Company
  Year
Ended
December 31,
2001
Ten Months
Ended
October 31,
2002
Two Months
Ended
December 31,

2002
Year Ended
December 31,

2003
Pro Forma As
Adjusted Year
Ended
December 31,
2003
Nine Months
Ended
September 30,
2003
Nine Months
Ended
September 30,
2004
Pro Forma As
Adjusted Nine
Months Ended
September 30,
2004
    (dollars in thousands, except per share data)
Statements of Operations
Data: (1)
               
Revenue $ 178,020   $ 140,646   $ 28,285   $ 169,233   $ 189,400   $ 124,946   $ 134,125   $ 151,080  
Direct site operating expenses (excluding impairment losses, depreciation, amortization and accretion expense)   67,259     48,060     9,361     56,343     61,383     41,186     41,290     45,406  
Gross margin   110,761     92,586     18,924     112,890     128,017     83,760     92,835     105,674  
Other expenses:                                                
Selling, general and administrative   47,898     27,496     4,818     26,926     26,926     19,727     18,035     18,035  
State franchise, excise and minimum taxes   1,877     1,671     331     848     848     625     500     500  
Depreciation, amortization and accretion (2)   119,337     74,175     7,512     44,496     58,600     33,528     37,164     46,889  
Non-cash stock-based compensation expense               1,479     1,479     592     3,440     3,440  
Impairment loss on assets held for sale   46,592     1,018                          
Impairment loss on assets held for use   246,780     4,541                          
Reorganization expenses       59,124                          
Unsuccessful debt restructuring expenses   1,702                              
Total operating expenses   464,186     168,025     12,661     73,749     87,853     54,472     59,139     68,864  
Operating income (loss)   (353,425   (75,439   6,263     39,141     40,164     29,288     33,696     36,810  
Gain (loss) on extinguishment of debt       404,838             (8,838       (8,449   (8,838
Interest expense, net.   (88,731   (45,720   (3,989   (20,352   (39,596   (15,832   (19,294   (30,494
Other income (expense)   113     533     (136   (16   (16   24     84     84  
Income tax benefit (expense)   6,630     5,195     (19   665     665     326     (324   (324
Income (loss) from continuing operations   (435,413   289,407     2,119     19,438   $ (7,621   13,806     5,713   $ (2,762
Income (loss) from discontinued operations (1)   (7,145   (33,157   (66   (1,100         171     7        
Income (loss) before gain (loss) on sale of properties   (442,558   256,250     2,053     18,338           13,977     5,720        
Gain (loss) on sale of properties   (5,644   (78   (2   (302         (20   119        
Net income (loss) $ (448,202 $ 256,172   $ 2,051   $ 18,036         $ 13,957   $ 5,839        
Net income (loss) per share (basic) (3) $ (9.25 $ 5.27   $ 0.05   $ 0.44   $ (0.15 $ 0.34   $ 0.13   $ (0.05
Net income (loss) per share (diluted) (3) $ (9.25 $ 5.27   $ 0.05   $ 0.44   $ (0.15 $ 0.34   $ 0.12   $ (0.05
Statement of Cash Flows Data:                                                
Net cash provided by operating activities $ 27,125   $ 20,869   $ 7,193   $ 59,218   $   $ 46,544   $ 59,511   $  
Net cash used in investing activities   (27,184   (3,920   (727   (36,181         (4,064   (125,368      
Net cash provided by (used in) financing activities   (31,687   (22,102   (9,626   (17,840         (37,933   88,777        
Purchases of property and equipment   28,787     9,273     762     8,544           6,143     7,433        

15





  Predecessor Company Successor Company
  December 31,
2001
October 31,
2002
December 31,
2002
December 31,
2003
  September 30,
2003
September 30,
2004
Pro Forma
As Adjusted
September 30,
2004
      (dollars in thousands)
Balance Sheet Data:                                                
Cash and cash equivalents $ 13,187   $ 21,819   $ 4,350   $ 9,661         $ 9,222   $ 31,816   $                 
Total assets   1,034,333     909,098     530,645     525,040           50,153     645,111                   
                                                 
Total long-term obligations   9,274     6,610     263,344     263,153           223,330     413,331                   
Total stockholders' equity   83,798     354,917     207,377     225,453           221,843     174,341                   
                                                       
  Predecessor Company Successor Company
  Year Ended
December 31,
2001
Ten Month
Ended
October 31,
2002
Two Months
Ended
December 31,
2002
Year Ended
December 31,
2003
Pro Forma
As Adjusted
Year Ended
December 31,
2003
Nine Months
Ended
September 30,
2003
Nine Months
Ended
September 30,
2004
Pro Forma
As Adjusted
Nine Months
Ended
September 30,
2004
              (dollars in thousands)
Other Operating Data:
Adjusted EBITDA (3) $ (242,786 $ (31,185 $ 13,620   $ 83,908   $ 100,437   $ 63,583   $ 74,520   $ 87,233  
Adjusted Funds From Operations
(AFFO) (4)
  (321,068   (72,877   9,605     62,570     60,244     46,440     52,995     54,508  
(1) During the ten months ended October 31, 2002, the two months ended December 31, 2002, the year ended December 31, 2003 and the nine months ended September 30, 2003 and 2004, we disposed of, or held for disposal by sale, certain non-core assets and under performing sites which have been accounted for as discontinued operations. Their results for all periods presented are not included in results from continuing operations.
(2) Depreciation, amortization and accretion expense for the ten months ended October 31, 2002 and the two months ended December 31, 2002 are not proportional because the successor company's depreciable assets have a lower basis. Following the restructuring transaction, assets were revalued, including all long-lived assets, to their fair value, thereby lowering the depreciable basis.
(3) We believe adjusted EBITDA is useful to an investor in evaluating our performance as it is one of the primary measures used by our management team to evaluate our operations, is widely used in the tower industry to measure performance and was used in our credit facility to measure compliance with covenants and we expect it to be used in future credit facilities we may obtain. Adjusted EBITDA consists of net income (loss) before interest, income tax expense (benefit), depreciation and amortization, accretion, gain or loss on extinguishment of debt and non-cash stock based compensation expense. We have also provided supplemental information regarding certain non-cash items, items associated with discontinued operations and items associated with our reorganization. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures — Adjusted EBITDA" for a more detailed discussion of why we believe it is a useful measure.

Footnotes continue on next page

16




The reconciliation of net income (loss) to adjusted EBITDA is as follows:


  Predecessor Company Successor Company
  Year Ended
December 31,
2001
Ten Months
Ended
October 31,
2002
Two Months
Ended
December 31,
2002
Year Ended
December 31,
2003
Pro Forma
As Adjusted
Year Ended
December 31,
2003
Nine Months
Ended
September 30,
2003
Nine Months
Ended
September 30,
2004
Pro Forma
As Adjusted
Nine Months
Ended
September 30,
2004
      (dollars in thousands)
Net income (loss) $ (448,202 $ 256,172   $ 2,051   $ 18,036   $ (7,621 $ 13,957   $ 5,839   $ (2,762
Interest expense, net   88,731     45,720     3,989     20,352     39,596     15,832     19,294     30,494  
Income tax expense (benefit)   (6,630   (5,195   19     (665   (665   (326   324     324  
Depreciation, amortization and accretion   123,315     76,956     7,561     44,706     58,810     33,528     37,174     46,899  
(Gain) loss on extinguishment of debt       (404,838           8,838         8,449     8,838  
Non-cash stock based compensation               1,479     1,479     592     3,440     3,440  
Adjusted EBITDA $ (242,786 $ (31,185 $ 13,620   $ 83,908   $ 100,437   $ 63,583   $ 74,520   $ 87,233  
Supplemental Information:                                                
Impairment on assets held for sale $ 46,592   $ 1,018   $   $   $   $   $   $  
Impairment on assets held for use   246,780     4,541                          
Reorganization expenses       59,124                          
(Gain) loss on sale of assets   5,644     78     2     302     302     (20   (119   (119
(Gain) loss on discontinued operations   7,145     33,157     66     1,100     1,100     (171   (7   (7
(4) Adjusted Funds From Operations, or AFFO, for our purposes, represents net income (computed in accordance with generally accepted accounting principles or GAAP), excluding depreciation, amortization and accretion on real estate assets, gains (or losses) on the disposition of depreciable real estate assets, gains (or losses) on the extinguishment of debt and non-cash stock based compensation for services. We believe AFFO is an appropriate measure of the performance of REITs because it provides investors with an understanding of our ability to incur and service debt and make capital expenditures. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures — Adjusted Funds From Operations" for a more detailed discussion of why we believe it is a useful measure.
The reconciliation of net income to AFFO is as follows:

  Predecessor Company Successor Company
  Year Ended
December 31,
2001
Ten Months
Ended
October 31,
2002
Two Months
Ended
December 31,
2002
Year Ended
December 31,
2003
Pro Forma
As Adjusted
Year Ended
December 31,
2003
Nine Months
Ended
September 30,
2003
Nine Months
Ended
September 30,
2004
Pro Forma
As Adjusted
Nine Months
Ended
September 30,
2004
      (dollars in thousands)
Net income (loss) $ (448,202 $ 256,172   $ 2,051   $ 18,036   $ (7,621 $ 13,957   $ 5,839   $ (2,762
Real estate depreciation, amortization, and accretion   121,490     75,613     7,552     42,329     56,822     31,746     35,559     45,284  
(Gain) loss on disposal of assets   5,644     176     2     726     726     145     (292   (292
(Gain) loss on extinguishment of debt       (404,838           8,838         8,449     8,838  
Non-cash stock based compensation               1,479     1,479     592     3,440     3,440  
Adjusted Funds From Operations (AFFO) $ (321,068 $ (72,877 $ 9,605   $ 62,570   $ 60,244   $ 46,440   $ 52,995   $ 54,508  

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following information, together with the other information contained in this prospectus, before buying shares of our common stock. In connection with the forward-looking statements that appear in this prospectus, you should also carefully review the cautionary statement referred to under "Cautionary Statement Regarding Forward-Looking Statements."

Risks Relating to Our Business

We recently emerged from a Chapter 11 bankruptcy reorganization, have a history of losses and may not be able to maintain profitability.

On November 1, 2002, we emerged from Chapter 11. Prior to our emergence from bankruptcy, we were unable to meet our financial obligations due primarily to (1) our highly leveraged capital structure, (2) the non-strategic acquisition of assets we have subsequently disposed of that were unrelated to our core tower business and (3) the inability of our former management to efficiently integrate and manage our communications sites. To a lesser extent, we were unable to meet our financial obligations due to the reduced amount of capital spending by wireless carriers on their networks in 2001 and 2002. Prior to our reorganization, we incurred net losses of approximately $448.2 million in 2001 and $124.3 million in 2000. In accordance with AICPA Statement of Position 90-7 Financial Reporting by Entities in Reorganization Under the Bankruptcy Code ("SOP 90-7"), we adopted fresh start accounting as of November 1, 2002 and our emergence from Chapter 11 resulted in a new reporting entity. Under fresh start accounting, the reorganization value of the entity is allocated to the entity's assets based on fair values, and liabilities are stated at the present value of amounts to be paid determined at appropriate current interest rates. The effective date is considered to be the close of business on November 1, 2002 for financial reporting purposes. The periods presented prior to November 1, 2002 have been designated "predecessor company" and the periods starting on November 1, 2002 have been designated "successor company." As a result of the implementation of fresh start accounting as of November 1, 2002, our financial statements after that date are not comparable to our financial statements for prior periods because of the differences in the basis of accounting and the debt and equity structure for the predecessor company and the successor company. The more significant effects of the differences in the basis of accounting on the successor company's financial statements are (1) lower depreciation and amortization expense as a result of the revaluation of our long-lived assets downward by $357.2 million through the application of fresh start accounting, and (2) lower interest expense as a result of the discharge of $404.8 million of debt upon our emergence from bankruptcy.

You may not be able to compare our historical financial information to our current financial information, which will make it more difficult to evaluate an investment in our common stock.

As a result of our emergence from bankruptcy, we are operating our business with a new capital structure, and adopted fresh start accounting prescribed by generally accepted accounting principles. Accordingly, unlike other companies that have not previously filed for bankruptcy protection, our financial condition and results of operations are not comparable to the financial condition and results of operations reflected in our historical financial statements for periods prior to November 1, 2002, contained in this prospectus. Without historical financial statements to compare to our current performance, it may be more difficult for you to assess our future prospects when evaluating an investment in our common stock.

A decrease in the demand for our communications sites and our ability to attract additional tenants could negatively impact our ability to maintain profitability.

Our business depends on wireless service providers' demand for communications sites, which in turn, depends on consumer demand for wireless services. A reduction in demand for our communications sites or increased competition for additional tenants could negatively impact our ability to maintain profitability and harm our ability to attract additional tenants. Our wireless service provider customers

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lease communications sites on our towers based on a number of factors, including the level of demand by consumers for wireless services, the financial condition and access to capital of those providers, the strategy of providers with respect to owning, leasing or sharing communications sites, available spectrum and related infrastructure, competitive pricing, government regulation of communications licenses, and the characteristics of each company's technology and geographic terrain.

To a lesser degree, demand for site space is also dependent on the needs of television and radio broadcasters. Among other things, technological advances, including the development of satellite-delivered radio and television, may reduce the need for tower-based broadcast transmission. Any decrease in the demand for our site space from current levels or in our ability to attract additional customers could negatively impact our ability to maintain profitability and could decrease the value of your investment in our common stock.

Increasingly, transmissions that were previously effected by means of paging and mobile radio technologies have shifted to wireless telephony. As a result, we have experienced, and expect to continue to experience, increases in the percentage of our revenues that are generated from wireless telephony customers. We cannot assure you that the increases in our revenues from wireless telephony customers will offset the reduction in our revenues from paging and mobile radio customers. Some of our towers may not be as attractive to, or suitable for wireless telephony customers as for our other types of customers, which could negatively impact our ability to maintain profitability from wireless telephony customers.

Our revenues may be adversely affected by the economies, real estate markets and wireless communication industry in the regions where our sites are located.

The revenues generated by our sites could be affected by the conditions of the economies, the real estate markets and the wireless communications industry in regions where the sites are located, changes in governmental rules and fiscal policies, acts of nature (which may result in uninsured or under-insured losses), and other factors particular to the locales of the respective sites. Our sites are located in all 50 states, the District of Columbia, Canada and the United Kingdom.

The economy of any state or region in which a site is located may be adversely affected to a greater degree than that of other areas of the country by developments affecting industries concentrated in such state or region. To the extent that general economic or other relevant conditions in states or regions, in which sites representing significant portions of our revenues are located, decline or result in a decrease in demand for wireless communications services in the region, our revenues from such sites may be adversely affected. For example, our sites in Florida and Georgia together accounted for approximately 25.1% of our revenues for the nine months ended September 30, 2004. A deterioration of general economic or other relevant conditions in those states could result in a decrease in the demand for our services and a decrease in our revenues from those markets, which in turn may have an adverse effect on our results of operations and financial condition.

Consolidation in the wireless industry and changes to the regulations governing wireless services could decrease the demand for our sites and may lead to reductions in our revenues.

Various wireless service providers, which are our primary existing and potential customers, could enter into mergers, acquisitions or joint ventures with each other over time. For example, on October 26, 2004, Cingular merged with AT&T Wireless. On November 16, 2004, Arch Wireless and Metrocall Holdings, Inc. merged to form USA Mobility, Inc. Furthermore, on December 15, 2004, Sprint announced it agreed to merge with Nextel. Such consolidations could reduce the size of our customer base and have a negative impact on the demand for our services. In addition, consolidation among our customers is likely to result in duplicate networks, which could result in network rationalization and impact the revenues at our sites. Recent regulatory developments have made consolidation in the wireless industry easier and more likely.

In November 2002, the Federal Communications Commission's, or FCC's, Spectrum Policy Task Force issued a Report containing a number of specific recommendations for spectrum policy reform, including market-oriented spectrum rights, increased access to spectrum, and new interference protections. Subsequently, in May and October of 2003 and September of 2004, the FCC adopted and proceeded

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to implement new rules authorizing wireless radio services holding exclusive licenses to freely lease unused spectrum. Additionally, in November 2003, the FCC made additional spectrum available for unlicensed use. In September 2004, the FCC adopted amendments to its spectrum regulations in order to promote the deployment of spectrum-based services in rural America, allowing carriers to use higher power levels at base stations in certain rural areas. Finally, in August 2004, the FCC took steps to remedy the interference caused by Commercial Mobile Radio Service (CMRS) operators on public safety operations in the 800 MHz band and provided for the relocation of various CMRS and private mobile service operators in the 800 and 1900 MHz bands. It is possible that at least some wireless service providers may take advantage of the relaxation of spectrum and ownership limitations and other deregulatory actions of the FCC and consolidate or modify their business operations.

Regarding our broadcast customers, the FCC has assigned a second channel to every eligible television station licensee for the transition from analog to digital signals. In September 2004, the FCC established build-out deadlines for full-power digital television in July 2005 and 2006. Congress mandated that the broadcasters' analog licenses be returned to the FCC upon the transition to digital television, which could come as early as December 31, 2006. This transition is subject to further actions by the FCC and possibly by Congress. The transition to digital television and end of analog television broadcasting could affect the demand for use of our towers.

Our revenues are dependent on the creditworthiness of our tenants, which could result in uncollectable accounts receivable and the loss of significant customers and anticipated lease revenues.

Our revenues are dependent on the creditworthiness of our tenants and would be adversely affected by the loss of or default by significant tenants. Also, the recent economic slowdown has harmed, and may continue to harm, the financial condition of some wireless service providers. Many wireless service providers operate with substantial leverage and some of our customers, representing 1.0% of our revenues for the nine months ended September 30, 2004, are in bankruptcy. Other customers are having financial difficulties due to their inability to access additional capital. If one or more of our major customers experience financial difficulties, it could result in uncollectable accounts receivable and the loss of significant customers and anticipated lease revenues.

We have significant customer concentration and the loss of one or more of our major customers or a reduction in their utilization of our site space could result in a material reduction in our revenues.

Our five largest customers, which represented 45.0% of our revenues for the nine months ended September 30, 2004, are USA Mobility (after giving effect to the Arch Wireless and Metrocall merger), Cingular (after giving effect to its merger with AT&T Wireless), Nextel, Verizon Wireless and T-Mobile. These customers represented 15.4%, 12.1%, 7.4%, 5.8% and 4.3%, respectively, of our revenues for the nine months ended September 30, 2004. These customers operate under multiple lease agreements that have initial terms generally ranging from three to five years and which are renewable, at our customer's option, over multiple renewal periods also generally ranging from three to five years. One of the entities that merged to form USA Mobility, Arch Wireless, is in the third year of a three-year lease. Excluding the Arch Wireless lease, as of September 30, 2004, approximately 55.6% of our revenues for September 2004 from these customers were from leases in their initial term, 41.8% were from leases in a renewal period, and 2.6% were from month-to-month leases. Arch Wireless reorganized under Chapter 11 in late 2001 and exited bankruptcy in May 2002 and has reduced its utilization of our sites in recent years. In addition, on December 15, 2004, Sprint, our sixth largest customer by revenues for the nine months ended September 30, 2004 (after giving effect to the Arch Wireless and Metrocall merger and the Cingular and AT&T Wireless merger), announced it agreed to merge with Nextel, our second largest customer by revenues for the nine months ended September 30, 2004. Sprint, after giving effect to a merger with Nextel, represents 11.5% of our revenues for the nine months ended September 30, 2004. The loss of one or more of our major customers or a reduction in their utilization of our site space could result in a material reduction of the utilization of our site space and in our revenues.

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We do not believe it is likely we will be able to renew one of our primary leases with our largest customer on the same terms when it expires in May 2005.

Our largest customer for the nine months ended September 30, 2004, Arch Wireless, is in the third year of a three-year lease. On November 16, 2004, Arch Wireless merged with Metrocall to form USA Mobility. We do not believe it is likely we will be able to renew the Arch Wireless lease on the same terms when it expires in May 2005. For the nine months ended September 30, 2004, USA Mobility (after giving effect to the Arch Wireless and Metrocall merger) represented 15.4% of our revenues. Failure to renew the Arch Wireless lease or renewal of the Arch Wireless lease on less favorable terms would result in a reduction in our revenues and could adversely impact our financial condition.

As of September 30, 2004, our tenant leases had a weighted average current term of approximately 4.8 years and had a weighted average remaining term of 2.4 years. Our revenues depend on the renewal of our tenant leases by our customers on favorable terms.

Our tenant leases had a weighted average current term of approximately 4.8 years, as of September 30, 2004, and had a weighted average remaining term of 2.4 years. We cannot assure you that our existing tenants will renew their leases at the expiration of those leases. Further, we cannot assure you that we will be successful in negotiating favorable terms with those customers that renew their tenant leases. For example, one of the entities that merged to form USA Mobility, Arch Wireless, currently occupies fewer sites than its contracted number and as a result we do not believe it is likely we will be able to renew its lease on the same terms upon expiration in May 2005. Failure to obtain renewals of our existing tenant leases or the failure to successfully negotiate favorable terms for such renewals would result in a reduction in our revenues.

We are currently implementing new software systems throughout our business and may encounter integration problems that affect our ability to serve our customers and maintain our records, which in turn could harm our ability to operate our business.

We are currently upgrading our software systems. We implemented a PeopleSoft system, effective July 1, 2004, for many of our accounting functions, including accounts payable, accounts receivable and general ledger functions. We will continue to make modifications and add additional modules such as fixed assets during the coming months. We are also implementing a separate software package, manageStar, to manage our communications sites, tenant and ground leases and records. The integration of these software systems with our business is a significant project during which we may encounter difficulties that may be time consuming and costly, and result in systems interruptions and the loss of data. These two new systems handle our most significant business processes and difficulties with the implementation of these systems may adversely affect our day-to-day operations and our ability to service our customers, which in turn may harm our ability to operate our business.

If we are unable to successfully compete, our business will suffer.

We believe that tower location and capacity, price, quality of service and density within a geographic market historically have been, and will continue to be, the most significant competitive factors affecting our site operations business. We compete for customers with:

•  wireless service providers that own and operate their own towers and lease, or may in the future decide to lease, antenna space to other providers;
•  other independent tower operators; and
•  owners of non-tower antenna sites, including rooftops, water towers and other alternate structures.

Some of our competitors have significantly more financial resources than we do. The intense competition in our industry may make it more difficult for us to attract new tenants, increase our gross margins or maintain or increase our market share.

Competing technologies may offer alternatives to ground-based antenna systems, which could reduce the future demand for our sites.

Most types of wireless and broadcast services currently require ground-based network facilities, including communications sites for transmission and reception. The development and growth of

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communications and other new technologies that do not require ground-based sites could reduce the demand for space on our towers. For example, the growth in delivery of video, voice and data services by satellites, which allow communication directly to users' terminals without the use of ground-based facilities, could lessen demand for our sites. Moreover, the FCC has issued licenses for several additional satellite systems (including low earth orbit systems) that are intended to provide more advanced, high-speed data services directly to consumers. These satellite systems compete with land-based wireless communications systems, thereby reducing the demand for the services that we provide.

Equipment and software developments are increasing our tenants' ability to more efficiently utilize spectral capacity and to share transmitters, which could reduce the future demand for our sites.

Technological developments are also making it possible for carriers to expand their use of existing facilities to provide service without additional tower facilities. The increased use by carriers of signal combining and related technologies, which allow two or more carriers to provide services on different transmission frequencies using the communications antenna and other facilities normally used by only one carrier, could reduce the demand for tower space. Technologies that enhance spectral capacity, such as beam forming or "smart antennas," which can increase the capacity at existing sites and reduce the number of additional sites a given carrier needs to serve any given subscriber base, may have the same effect.

Carrier joint ventures and roaming agreements, which allow for the use of competitor transmission facilities and spectrum, may reduce future demand for incremental sites.

Carriers are, through joint ventures, sharing (or considering the sharing of) telecommunications infrastructure in ways that might adversely impact the growth of our business. Furthermore, wireless service providers frequently enter into roaming agreements with competitors which allow them to utilize one another's wireless communications facilities to accommodate customers who are out of range of their home providers' services, so that the home providers do not need to lease space for their own antennas on communications sites we own. For example, over the past two years, Cingular, through AT&T Wireless, has entered into roaming agreements with T-Mobile and more than 30 rural or regional carriers, including Western Wireless and Dobson Communications, covering parts of 30 states. Any of the conditions and developments described above could reduce demand for our ground-based antenna sites and decrease demand for our site space from current levels or our ability to attract additional customers and may negatively affect our profitability.

We may be unable to modify our towers, which could harm our ability to add additional site space and new customers, which could result in our inability to execute our growth strategy and limit our revenue growth.

Our business depends on our ability to modify towers and add new customers as they expand their tower network infrastructure. Regulatory and other barriers could adversely affect our ability to modify towers in accordance with the requirements of our customers, and, as a result, we may not be able to meet our customers' requirements. Our ability to modify towers and add new customers to towers may be affected by a number of factors beyond our control, including zoning and local permitting requirements, Federal Aviation Administration, or FAA, considerations, FCC tower registration and radio frequency emission procedures and requirements, historic preservation and environmental requirements, availability of tower components and construction equipment, availability of skilled construction personnel, weather conditions and environmental compliance issues. In addition, because public concern over tower proliferation has grown in recent years, many communities now restrict tower modifications or delay granting permits required for adding new customers. In addition, we may not be able to overcome the barriers to modifying towers or adding new customers. Our failure to complete the necessary modifications could harm our ability to add additional site space and new customers which could result in our inability to execute our growth strategy and limit our revenue growth.

We may encounter difficulties in acquiring towers at attractive prices or integrating acquisitions with our operations, which could limit our revenue growth and our ability to maintain profitability.

Since the beginning of our acquisition program, on December 1, 2003 through December 17, 2004, we have acquired 846 communications sites in 51 transactions for an aggregate purchase price of

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approximately $356.4 million, including fees and expenses. As of December 17, 2004, we have executed definitive agreements to acquire 85 communications sites for an aggregate purchase price of approximately $31.2 million, including estimated fees and expenses. We will continue to target strategic tower and tower company acquisitions as opportunities arise. The process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties, divert managerial attention or require significant financial resources. These acquisitions and other future acquisitions may require us to incur additional indebtedness and contingent liabilities, and may result in unforeseen expenses, which may limit our revenue growth, cash flows, and our ability to maintain profitability and make distributions. Additionally, these acquisitions may be financed through the issuance of additional equity, which would dilute the interests of our stockholders. Moreover, any future acquisitions may not generate any additional income for us or provide any benefit to our business. In addition, we cannot assure you that we will be able to locate and acquire towers at attractive prices in locations that are compatible with our strategy. Finally, when we are able to locate towers and enter into definitive agreements to acquire them, we cannot assure you that the transactions will be completed. Failure to complete transactions after we have entered into definitive agreements may result in significant expenses to us.

We may not be able to obtain credit facilities in the future on favorable terms to enable us to pursue our acquisition plan, and we may not be able to finance our newly acquired assets in the future or refinance outstanding indebtedness on favorable terms, which may result in an increase in the cost of financing and which in turn may harm our ability to acquire new towers and our financial condition.

We believe that our low cost debt, combined with appropriate leverage, should allow us to maintain operating and financial flexibility. Our strategy is to utilize credit facilities to provide us with funds to acquire communications sites, and our capital management strategy is then to finance newly acquired assets, on a long-term basis, using equity combined with low-cost fixed-rate debt obtained through the periodic issuance of mortgage-backed securities. We may not be able to obtain credit facilities or successfully issue mortgage-backed securities in the future or on terms that are favorable to us. If we are unable to obtain assets through the use of funds from a credit facility or finance our newly acquired assets through the issuance of mortgage-backed securities our debt may be more expensive and our expenses to finance new acquisitions may increase. An increase in financing expenses may harm our ability to acquire new towers and our financial condition. Under our December 2004 mortgage loan, we are required to prepay the loan plus applicable prepayment penalties with funds in our acquisition reserve account to the extent such funds are not used to acquire additional qualifying wireless communications sites during the six month period following the closing of the loan.

Our failure to comply with federal, state and local laws and regulations could result in our being fined, liable for damages and, in some cases, the loss of our right to conduct some of our business.

We are subject to a variety of regulations, including those at the federal, state and local levels. Both the FCC and the FAA regulate towers and other sites used for wireless communications transmitters and receivers. See "Business — Regulatory Matters." In addition, under the FCC's rules, we are fully liable for the acts or omissions of our contractors. We generally indemnify our customers against any failure by us to comply with applicable standards. Our failure to comply with any applicable laws and regulations (including as a result of acts or omissions of our contractors, which may be beyond our control) may lead to monetary forfeitures or other enforcement actions, as well as civil penalties, contractual liability and tort liability and, in some cases, losing our right to conduct some of our business, any of which could have an adverse impact on our business. We also are subject to local regulations and restrictions that typically require tower owners to obtain a permit or other approval from local officials or community standards organizations prior to tower construction or modification. Local regulations could delay or prevent new tower construction or modifications, as well as increase our expenses, any of which could adversely impact our ability to implement or achieve our business objectives.

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The failure of our communications sites to be in compliance with environmental laws could result in liability and claims for damages that could result in a significant increase in the cost of operating our business.

We are subject to environmental laws and regulations that impose liability, including those without regard to fault. These laws and regulations place responsibility on us to investigate potential environmental and other effects of operations and to disclose any significant effects in an environmental assessment prior to constructing a tower or adding a new customer on a tower. In the event the FCC determines that one of our owned towers would have a significant environmental impact, the FCC would be required to prepare an environmental impact statement. The environmental review process mandated by the National Environmental Policy Act of 1969, or NEPA, can be costly and time consuming and may cause significant delays in the registration of a particular tower. In addition, various environmental interest groups routinely petition the FCC to deny applications to register new towers, further complicating the registration process and increasing potential expenses and delays. In August 2003, the FCC released a Notice of Inquiry requesting comments and information on the potential impact of communications towers on migratory birds. The Notice of Inquiry regarding migratory birds marks the most significant action to date taken by the FCC on the matter and may lead to changes in the FCC's environmental rules. On December 14, 2004, the FCC released a public notice inviting comments on the analysis and report provided by its environmental consultant regarding the relationship of towers and avian mortality. Any changes to FCC rules that come from this proceeding, as well as changes resulting from other potential rulemakings, could delay or prevent new tower construction or modifications as well as increase our expenses related thereto.

In addition to the FCC's environmental regulations, we are subject to environmental laws that may require the investigation and remediation of any contamination at facilities that we own or operate, or that we previously owned or operated, or at third-party waste disposal sites at which our waste materials have been disposed. These laws could impose liability even if we did not know of, or were not responsible for, the contamination. Under these laws, we may also be required to obtain permits from governmental authorities or may be subject to record keeping and reporting obligations. If we violate or fail to comply with these laws, we could be fined or otherwise sanctioned by regulators. The expenses of complying with existing or future environmental laws, responding to petitions filed by environmental interest groups or other activists, investigating and remediating any contaminated real property and resolving any related liability could result in a significant increase in the cost of operating our business, which would harm our profitability. See "Business — Regulatory Matters — Environmental Regulations."

Because we generally lease, sublease, license or have easements relating to the land under our towers, our ability to conduct our business and generate revenues may be harmed if we fail to obtain lease renewals or protect our rights under our leases, subleases, licenses and easements.

Our real property interests relating to towers primarily consist of leasehold interests, private easements, and permits granted by governmental entities. A loss of these interests for any reason, including losses arising from the bankruptcy of a significant number of our lessors, from the default by a significant number of our lessors under their mortgage financings or from a legal challenge to our interest in the real property, would interfere with our ability to conduct our business and generate revenues. Similarly, if the grantors of these rights elect not to renew our leases, our ability to conduct business and generate revenues could be adversely affected. As of September 30, 2004, we leased 81 parcels of land with a remaining term of two years or less, under 82 owned towers which represented 2.8% of revenues for the nine months ended September 30, 2004.

In addition, we previously made acquisitions and did not always analyze and verify all information regarding title and other issues prior to completing an acquisition of communications sites. Our inability to protect our rights to the land under our towers could interfere with our ability to conduct our business and generate revenues. Generally, we have attempted to protect our rights in the sites by obtaining title insurance on the owned fee sites and the ground lease sites and relying on title warranties and covenants from sellers and landlords.

Our ability to protect our rights against persons claiming superior rights in towers or real property depends on our ability to:

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•  recover under title insurance policies, the policy limits of which may be less than the purchase price of a particular tower;
•  in the absence of title insurance coverage, recover under title warranties given by tower sellers, whose warranties often terminate after the expiration of a specific period (typically one to three years) and are dependent on the general creditworthiness of sellers making the title warranties;
•  recover from landlords under title covenants contained in lease agreements, which is dependent on the general creditworthiness of landlords making the title covenants; and
•  obtain "non-disturbance agreements" from mortgagees and superior lienholders of the land under our towers.

Our tenant leases require us to be responsible for the maintenance and repair of the sites and for other obligations and liabilities associated with the sites and our obligations to maintain the sites may affect our revenues.

None of our tenant leases is a net lease. Accordingly, as landlord we are responsible for the maintenance and repair of the sites and for other obligations and liabilities (including for environmental compliance and remediation) associated with the sites, such as the payment of real estate taxes, ground lease rents and the maintenance of insurance. Our failure to perform our obligations under a tenant lease could entitle the related tenant to an abatement of rent or, in some circumstances, result in a termination of the tenant lease. An unscheduled reduction or cessation of payments due under a tenant lease would result in a reduction of our revenues. Similarly, if the expenses of maintaining and operating one or more sites exceeds amounts budgeted, and if lease revenues from other sites are not available to cover the shortfall, amounts that would otherwise be used for other purposes may be required to pay the shortfall.

Site management agreements may be terminated prior to expiration, which may adversely affect our revenues.

Approximately 759 and 819 sites, as of September 30, 2004 and December 31, 2003, respectively (representing approximately 19% and 21% of our revenues for the nine months ended September 30, 2004 and year ended December 31, 2003, respectively), are managed sites where we market and/or sublease space under site management agreements with third party owners. The management agreements or subleases on 250 of these sites, which represented 5.3% of our revenues for the nine months ended September 30, 2004, are month-to-month or will expire by their terms prior to December 31, 2005. In many cases, the site management agreements may be terminated early at the third party owner's discretion or upon the occurrence of certain events (such as the sale of the relevant site by the third party owner, our default, a change of control with respect to our company and other events negotiated with the third party owner including discretionary terminations). If a site management agreement is not renewed or is terminated early, our revenues would be reduced.

Our towers may be damaged by disaster and other unforeseen events for which our insurance may not provide adequate coverage and which may cause service interruptions affecting our reputation and revenues and resulting in unanticipated expenditures.

Our towers are subject to risks associated with natural disasters, such as ice and wind storms, fire, tornadoes, floods, hurricanes and earthquakes, as well as other unforeseen events. Our sites and any tenants' equipment are also vulnerable to damage from human error, physical or electronic security breaches, power loss, other facility failures, sabotage, vandalism and similar events. In the event of casualty, it is possible that any tenant sustaining damage may assert a claim against us for such damages. If reconstruction (for example, following fire or other casualty) or any major repair or improvement is required to the property, changes in laws and governmental regulations may be applicable and may raise our cost or impair our ability to effect such reconstruction, major repair or improvement.

Since January 1, 2002, 12 of our owned towers have been destroyed by natural disasters, including hurricanes, two have been destroyed in vehicular accidents and two in fire accidents. In addition, as of September 30, 2004 we own, lease and license a large number of towers in geographic areas, including 112

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sites in California, 356 sites in Florida, 136 sites in North Carolina and 170 sites in South Carolina that have historically been subject to natural disasters, such as high winds, hurricanes, floods, earthquakes and severe weather. There can be no assurance that the amount of insurance obtained would be sufficient to cover damages caused by any event, or that such insurance will be commercially available in the future. A tower accident for which we do not have adequate insurance reserves or have no insurance, or a large amount of damage to a group of towers, could decrease the value of our communications sites, result in the loss of revenues while the tower is out of service, and also require us to make unanticipated expenditures in order to repair the damages caused by any event.

In addition, any of these events or other unanticipated problems at one or more of the sites could interrupt tenants' ability to provide their services from the sites. This could damage our reputation, making it difficult to attract new tenants and causing existing tenants to terminate their leases, which in turn would reduce our revenues.

If radio frequency emissions from our towers or other equipment used in our tenants' businesses are demonstrated, or perceived, to cause negative health effects, our business and revenues may be harmed.

The safety guidelines for radio frequency emissions from our sites require us to undertake safety measures to protect workers whose activities bring them into proximity with the emitters and to restrict access to our sites by others. If radio frequency emissions from our sites or other equipment used in our tenants' businesses are found, or perceived, to be harmful, we and our customers could face fines imposed by the FCC, private lawsuits claiming damages from these emissions, and increased opposition to our development of new towers. Demand for wireless services and new towers, and thus our business and revenues, may be harmed. Although we have not been subject to any personal injury claims relating to radio frequency emissions, we cannot assure you that these claims will not arise in the future or that they will not negatively impact our business.

Repayment of the principal of our outstanding indebtedness may require additional financing that we cannot assure you will be available to us.

We have historically financed our operations primarily with indebtedness. Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt obligations will continue to depend on our future financial performance. As of September 30, 2004, our long-term debt obligations consisted of $413.8 million outstanding on our February 2004 mortgage loan and $1.0 million outstanding on a capital lease. Of these obligations, $8.1 million is due in less than one year, $17.5 million is due between one and three years and $389.2 million is due between four and five years. In addition, we currently anticipate that in order to pay the principal of our outstanding February 2004 mortgage loan on the anticipated repayment date of January 2009 and the outstanding principal balance of our $293.8 million December 2004 mortgage loan on the repayment date of December 2009, we will likely be required to adopt one or more alternatives, such as refinancing our indebtedness or selling our equity securities or the equity securities or assets of our operating partnership and our subsidiaries. There can be no assurance that we will be able to refinance our indebtedness on attractive terms and conditions or that we will be able to obtain additional debt financing. If we are unable to refinance our indebtedness in full, we may be required to issue additional equity securities or sell assets. If we are required to sell equity securities, investors who purchase our common stock in this offering may be diluted. If we are required to sell interests in our operating partnership, this would have a similar effect as a sale of assets and the market price of our common stock may decline. In addition, there can be no assurance as to the terms and prices at which we will be able to sell additional equity securities or operating partnership interests or that we will be able to sell additional equity securities or sell operating partnership interests. If we are required to sell assets to refinance our indebtedness, there can be no assurance as to the price we will obtain for the assets sold and whether those sales will realize sufficient funds to repay our outstanding indebtedness. To the extent we are required to sell assets at prices lower than their fair market values, the market price of our common stock may decline.

Our mortgage loans restrict the ability of our two largest operating subsidiaries, Pinnacle Towers LLC and its subsidiaries and Pinnacle Towers Acquisition Holdings LLC and its subsidaries, from

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incurring additional indebtedness or further encumbering their assets. In addition, so long as the tangible assets of Pinnacle Towers LLC under the February 2004 mortgage loan represent at least 25% of our assets, it will be an event of default under the February 2004 mortgage loan if Global Signal incurs any unsecured indebtedness for borrowed money without confirmation from the rating agencies that rated the commercial mortgage pass-through certificates that none of the ratings will be adversely affected. Our mortgage loans do not otherwise restrict our ability to obtain additional financing. If we require additional financing in connection with acquisitions, we anticipate being able to raise equity, obtain a credit facility similar to the credit facility we repaid out of the proceeds of our December 2004 mortgage loan or obtain financing through a securitization of acquired sites similar to the ones completed on February 5, 2004 and December 7, 2004. We cannot assure you that we could effect any of the foregoing alternatives on terms satisfactory to us, that any of the foregoing alternatives would enable us to pay the interest or principal of our indebtedness or that any of such alternatives would be permitted by the terms of our credit facility and other indebtedness then in effect.

The terms of our mortgage loans and revolving credit facility may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations.

Our existing mortgage loans and revolving credit facility contain, and any future indebtedness of ours or of any of our subsidiaries would likely contain, a number of restrictive covenants that impose significant operating and financial restrictions on us and/or certain of our subsidiaries, including restrictions on our or our subsidiaries' ability to, among other things:

•  incur additional debt, or additional unsecured debt without rating agency approval;
•  issue stock;
•  create liens;
•  make investments, loans and advances;
•  engage in sales of assets and subsidiary stock;
•  enter into sale-leaseback transactions;
•  enter into transactions with our affiliates;
•  change the nature of our business; and
•  transfer all or substantially all of our assets or enter into certain merger or consolidation transactions.

Our February 2004 and December 2004 mortgage loans contain a covenant providing for reserve accounts if the debt service coverage ratio falls to 1.45 and 1.30 or lower, respectively, as of the end of any calendar quarter. Debt service coverage ratio is defined as the preceding 12 months of net cash flow, as defined in the mortgage loans, divided by the amount of principal and interest payments required under the mortgage loans over the next 12 months. Net cash flow, as defined in the mortgage loans, is approximately equal to gross margin minus capital expenditures made for the purpose of maintaining our sites, minus 10% of revenue. The funds in the respective reserve account will not be released to us unless the debt service coverage ratio exceeds 1.45 and 1.30 times, respectively, for two consecutive calendar quarters. If the debt service coverage ratio falls below 1.20 and 1.15 times, respectively, as of the end of any calendar quarter, then all funds on deposit in the respective reserve account along with future excess cash flows will be applied to prepay the respective mortgage loan. Failure to maintain the debt service ratio above 1.45 and 1.30 times, respectively, would impact our ability to pay our indebtedness other than the mortgage loans, pay dividends and to operate our business.

A failure by us to comply with the covenants or financial ratios contained in our $20.0 million revolving credit facility could result in an event of default under the facility which could adversely affect our ability to respond to changes in our business and manage our operations. In the event of any default under our $20.0 million revolving credit facility, the lenders under the facility will not be required to lend us any additional amounts. Our lenders also could elect to declare all amounts outstanding to be

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immediately due and payable. If the indebtedness under our credit facility were to be accelerated, and we are not able to make the required cash payments, our lenders will have the option of foreclosing on any of the collateral pledged as security for the loan.

Our obligations under the $20.0 million revolving credit facility are secured by a pledge of 65% of the stock of Pinnacle Towers Canada and Pinnacle Towers UK, which as of September 30, 2004, collectively constituted 1.2% of our total assets' book value.

Under both the February 2004 mortgage loan and the December 2004 mortgage loan, if an event of default occurs, the lenders will have the option to foreclose on any of the collateral pledged as security for the respective mortgage loan. The mortgage loans are secured by (1) mortgage liens on our interests (fee, leasehold or easement) in our communications sites, (2) a security interest in substantially all of Pinnacle Towers LLC and its subsidiaries', and Pinnacle Towers Acquisition Holdings LLC and its subsidiaries', personal property and fixtures, including our rights under substantially all of our site management agreements, tenant leases (excluding tenant leases for sites referred to in (1) above) and management agreement with Global Signal Services LLC, or GS Services, and (3) a pledge of certain of our subsidiaries' capital stock (or equivalent equity interests) (including a pledge of the membership interests of Pinnacle Towers LLC, from its direct parent, Global Signal Holdings II LLC and a pledge of the membership interests of Pinnacle Towers Acquisition Holdings LLC, from its direct parent, Global Signal Holdings III LLC). There can be no assurance that our assets would be sufficient to repay this indebtedness in full.

Our Chief Executive Officer has management responsibilities with other companies and may not be able to devote sufficient time to the management of our business operations.

Our Chief Executive Officer, Wesley R. Edens, is also the Chairman of the Board and Chairman of the Management Committee of Fortress Investment Group LLC and the Chairman of the Board and Chief Executive Officer of Newcastle Investment Corp., a publicly traded real estate securities business, and the Chairman of the Board and Chief Executive Officer of Eurocastle Investment Limited, a publicly traded real estate securities business, listed on the London Stock Exchange. As Chairman of the Management Committee of Fortress Investment Group, he manages and invests in other real estate-related investment vehicles. As a result, he may not be able to devote sufficient time to the management of our business operations.

Risks Relating to Our REIT Status

Our failure to qualify as a REIT would result in higher taxes and reduce cash available for dividends.

We intend to operate in a manner so as to qualify as a REIT for federal income tax purposes. Although we do not intend to request a ruling from the Internal Revenue Service as to our REIT status, we expect to receive an opinion of Skadden, Arps, Slate, Meagher & Flom LLP with respect to our qualification as a REIT. This opinion will be issued in connection with this offering of common stock. Investors should be aware, however, that opinions of counsel are not binding on the IRS or any court. The opinion of Skadden, Arps will represent only the view of our counsel based on our counsel's review and analysis of existing law and on certain representations as to factual matters and covenants made by us, including representations relating to the values of our assets, the sources of our income, and the nature, construction, character and intended use of our properties. We have asked Skadden, Arps to assume for purposes of its opinion that any prior legal opinions we received to the effect that we were taxable as a REIT are correct. The opinion of Skadden, Arps, a copy of which will be filed as an exhibit to the registration statement of which this prospectus is a part, will be expressed as of the date issued, and will not cover subsequent periods. The opinions of counsel impose no obligation on them to advise us or the holders of our common stock of any subsequent change in the matters stated, represented or assumed, or of any subsequent change in applicable law.

Furthermore, both the validity of the tax opinions, and our continued qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis, the results of which will not be monitored by tax counsel.

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Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to successfully manage the composition of our income and assets on an ongoing basis.

If we were to fail to qualify as a REIT in any taxable year, we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and distributions to stockholders would not be deductible by us in computing our taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our stockholders, which in turn could have an adverse impact on the value of, and trading prices for, our common stock. Unless entitled to relief under certain Internal Revenue Code provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT. See "Federal Income Tax Considerations" for a discussion of material federal income tax consequences relating to us and our common stock.

Dividends payable by REITs generally do not qualify for the reduced tax rates under recently enacted tax legislation.

Recently enacted tax legislation reduces the maximum tax rate for dividends payable to individuals from 38.6% to 15% through 2008. Dividends payable by REITs, however, are generally not eligible for the reduced rates. Although this legislation does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock.

In addition, the relative attractiveness of real estate in general may be adversely affected by the newly favorable tax treatment given to corporate dividends, which could affect the value of our real estate assets negatively.

REIT distribution requirements could adversely affect our liquidity.

We generally must distribute annually at least 90% of our net taxable income, excluding any net capital gain, in order for corporate income tax not to apply to earnings that we distribute. We intend to make distributions to our stockholders to comply with the requirements of the Internal Revenue Code. However, differences between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement of the Internal Revenue Code. Certain types of assets generate substantial mismatches between taxable income and available cash. Such assets include rental real estate that has been financed through financing structures which require some or all of available cash flows to be used to service borrowings. As a result, the requirement to distribute a substantial portion of our taxable income could cause us to: (1) sell assets in adverse market conditions, (2) borrow on unfavorable terms or (3) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt in order to comply with REIT requirements.

Our mortgage loans contain covenants providing for reserve accounts if our debt service coverage ratio falls to 1.45 or 1.30 times or lower for our February 2004 mortgage loan and December 2004 mortgage loan, respectively. If our debt service coverage ratio were to fall to that level and we had net income, as defined by tax regulations, our ability to distribute 90% of our taxable income, and hence our REIT status, could be jeopardized. Further, amounts distributed will not be available to fund our operations.

Prior to our emergence from Chapter 11, we funded our operations primarily through debt and equity capital. Since our emergence from bankruptcy on November 1, 2002, we have funded our operations through operating cash flow. We expect to finance our future operations through operating cash flows and our future acquisitions through debt and equity capital. If we fail to obtain debt or equity capital in the future, it could limit our ability to grow, which could have a material adverse effect on the value of our common stock.

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The stock ownership limits imposed by the Internal Revenue Code for REITs and our amended and restated certificate of incorporation may inhibit market activity in our stock and may restrict our business combination opportunities.

In order for us to maintain our qualification as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code) at any time during the last half of each taxable year after our first year. Our amended and restated certificate of incorporation states that, unless exempted by our board of directors, no person, other than certain of our existing stockholders and subsequent owners of their stock, may own more than 9.9% of the aggregate value of the outstanding shares of any class or series of our stock. Our board may grant such an exemption in its sole discretion, subject to such conditions, representations and undertakings as it may determine. These ownership limits could delay or prevent a transaction or a change in our control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

Risks Relating to this Offering

The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets.

As adjusted for this offering, there will be 54,094,581 shares of our common stock outstanding and options and warrants to purchase a total of 4,284,808 shares of common stock, of which warrants to purchase 472,224 shares of common stock have an exercise price of $8.53 and options to purchase 3,812,584 shares of common stock have a weighted average exercise price of $10.87 per share. This includes options to purchase an aggregate of 805,000 shares of common stock with an exercise price per share of $18.00 held by FRIT PINN LLC, an affiliate of Fortress, and Greenhill, or affiliates of such entities. There will be 54,384,581 shares outstanding if the underwriters exercise their overallotment option in full. Of our outstanding shares, all the shares of our common stock sold in this offering and 28,677,983 shares of common stock already outstanding will be freely transferable, except for 17,363,400 shares held by our "affiliates," as that term is defined in Rule 144 under the Securities Act of 1933, as amended ("Securities Act").

Pursuant to our Amended and Restated Investor Agreement, Fortress Pinnacle Acquisition LLC and its affiliates, Greenhill Capital Partners, L.P. and its related partnerships and Abrams Capital Partners II, L.P. and its related partnerships have the right to require us to register their shares of our common stock under the Securities Act for sale into the public markets. Upon the effectiveness of such a registration statement, all shares covered by the registration statement will be freely transferable.

We and our executive officers, directors and each of our stockholders holding 10% or more of our outstanding common stock have agreed with the underwriters that, subject to certain exceptions, including the exception for Fortress Investment Holdings LLC, or Fortress Holdings, discussed below, for a period of 90 days after the date of this prospectus, we and they will not directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of shares of common stock, or cause a registration statement covering any shares of common stock to be filed, without the prior written consent of the representatives. The representatives may waive these restrictions at their discretion. It is contemplated that the lock-up agreement with our largest stockholder, Fortress Holdings, will contain an exception to allow the lenders under the credit facility described under "Certain Relationships and Related Party Transactions — Pledge Shelf Registration Statement" to dispose of the shares pledged under the credit agreement or to seize the pledged shares in the event of a default.

In addition, following the completion of our initial public offering, we filed a registration statement on Form S-8 under the Securities Act registering an aggregate of 6,476,911 shares of our common stock reserved for issuance under our stock incentive programs. Subject to the exercise of issued and outstanding options, shares registered under the registration statement on Form S-8 are available for sale into the public markets.

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The market price of our stock could be negatively affected by sales of substantial amounts of our common stock if our largest stockholder defaults under a credit agreement secured by its shares of our common stock.

Fortress Investment Holdings LLC, or Fortress Holdings, our largest stockholder, informed us of the following:

An affiliate of Fortress Holdings entered into a credit agreement, dated as of December 21, 2004, with Bank of America, N.A., Morgan Stanley Asset Funding Inc., the other lenders that may become parties thereto and Banc of America Securities LLC. Pursuant to the credit agreement, the affiliate has borrowed $160.0 million from the lenders thereunder and this amount has been secured by a pledge by the affiliate of a total of 19,162,248 shares of our common stock owned by such affiliate. The term of the credit agreement is 18 months. The 19,162,248 shares of common stock represents approximately 37% of our issued and outstanding common stock as of December 21, 2004.

The credit agreement contains representations, covenants and default provisions, relating to Fortress Holdings, such affiliate and our company and also requires prepayment of a portion of the borrowings by the affiliate in the event the trading price of our common stock decreases below $16.70 and prepayment or payment in full at prices below certain other lower specified levels. In the event of a default under the credit agreement by the affiliate, the lenders may foreclose upon and sell any and all shares of common stock pledged to them. The affiliate has agreed in the credit agreement to exercise its right to cause us to file a shelf registration statement pursuant to the Amended and Restated Investor Agreement dated as of March 31, 2004 among us, Fortress Pinnacle Acquisition LLC, Greenhill Capital Partners, L.P., and its related partnerships named therein, and Abrams Capital Partners II, L.P. and certain of its related partnerships named therein, and other parties named therein. The registration statement will cover sales by the lenders of shares of the pledged common stock in the event of a foreclosure by any of them and is required to be filed by June 6, 2005 pursuant to the credit agreement.

We are not a party to the credit agreement and have not made any representations or covenants and have no obligations thereunder. Mr. Wesley Edens, our Chief Executive Officer and Chairman of our board of directors owns an interest in Fortress Holdings and is the Chairman of its Management Committee.

The issuance of additional stock in connection with acquisitions or otherwise will dilute all other stockholdings.

After this offering, assuming the exercise in full by the underwriters of their overallotment option, we will have an aggregate of 88,990,000 shares of common stock authorized but unissued and not reserved for issuance under our option plans or under outstanding warrants. We may issue all of these shares without any action or approval by our stockholders. We intend to continue to actively pursue strategic acquisitions of wireless communications towers and other communications sites. We may pay for such acquisitions, at least partly, through the issuance of partnership units in our operating partnership which may be redeemed for shares of our common stock, or by the issuance of additional equity. Any shares issued in connection with our acquisitions, including the issuance of common stock upon the redemption of operating partnership units, the exercise of outstanding warrants or stock options or otherwise would dilute the percentage ownership held by the investors who purchase our shares in this offering.

The price of our common stock may fluctuate substantially, which could negatively affect us and the holders of our common stock.

The trading price of our common stock may be volatile in response to a number of factors, many of which are beyond our control including:

•  a decrease in the demand for our communications sites;
•  the economies, real estate markets and wireless communications industry in the regions where our sites are located;
•  consolidation in the wireless industry;

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•  the creditworthiness of our tenants; and
•  fluctuations in interest rates.

In addition, our financial results may be below the expectations of securities analysts and investors. If this were to occur, the market price of our common stock could decrease, perhaps significantly. Any volatility of or a significant decrease in the market price of our common stock could also negatively affect our ability to make acquisitions using our common stock as consideration. In addition, the U.S. securities markets, and telecommunications stocks in particular, have experienced significant price and volume fluctuations. These fluctuations often have been unrelated to the operating performance of companies in these markets. Broad market and industry factors may negatively affect the price of our common stock, regardless of our operating performance. You may not be able to sell your shares at or above the public offering price, or at all. Further, if we were to be the object of securities class action litigation as a result of volatility in our common stock price or for other reasons, it could result in substantial expenses and diversion of our management's attention and resources, which could negatively affect our financial results. In addition, if we decide to settle any class action litigation against us, our decision to settle may not necessarily be related to the merits of the claim.

Investors in this offering will suffer immediate and substantial dilution.

The public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock outstanding immediately after this offering. Our net tangible book value per share as of September 30, 2004 was approximately $0.70 and represents the amount of our stockholders' equity of $174.3 million minus intangible assets of $124.6 million and deferred finance expenses of $14.4 million, divided by the 50,657,601 shares of our common stock that were outstanding on September 30, 2004. Our net book value per share of $3.44 as of September 30, 2004 represents the amount of our stockholders' equity of $174.3 million divided by the 50,657,601 shares of common stock that were outstanding on September 30, 2004.

Investors who purchase our common stock in this offering will pay a price per share that substantially exceeds the net tangible book value per share of our common stock. If you purchase our common stock in this offering, you will experience immediate and substantial dilution of $         in the net tangible book value per share of our common stock based on an assumed offering price of $         per share. Our net tangible book value per share on a pro forma as adjusted basis at September 30, 2004 was approximately and represents the amount of our stockholders' equity of $244.4 million minus intangible assets of $150.5 million and deferred finance expenses of $19.0 million, divided by the 54,094,581 shares of our common stock outstanding after giving effect to this offering. Additional dilution will occur upon the exercise of outstanding options and warrants. See the pro forma condensed consolidated balance sheet included elsewhere in this prospectus.

As part of our reorganization, we issued warrants to purchase 1,229,850 shares of our common stock, of which warrants to purchase 472,224 shares of our common stock, as of December 17, 2004, were outstanding and exercisable through October 31, 2007, at an exercise price of $8.53 per share. These warrants were issued in connection with the cancellation of the 5 1/2% convertible subordinated notes due 2007, and with the receipt of certain releases given by former stockholders as part of our reorganization and by plaintiffs in the settlement of a stockholder class action suit. The issuance of these shares will have a dilutive effect on the value of our common stock when these warrants are exercised.

ERISA may restrict investments by Plans in our common stock.

A plan fiduciary considering an investment in our common stock should consider, among other things, whether such an investment might constitute or give rise to a prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended, the Internal Revenue Code or any substantially similar federal, state or local law and whether an exemption from such prohibited transaction rules is available. See "ERISA Considerations."

Our authorized but unissued common and preferred stock may prevent a change in our control.

Our amended and restated certificate of incorporation authorizes us to issue additional authorized, but unissued shares of our common stock or preferred stock. In addition, our board of directors may

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classify or reclassify any unissued shares of our preferred stock and may set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board may establish a series of preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

Anti-takeover provisions in our amended and restated certificate of incorporation could have effects that conflict with the interests of our stockholders.

Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult for a third party to acquire control of us or for us to acquire control of a third party even if such a change in control would be beneficial to you.

We have a number of anti-takeover devices in place that will hinder takeover attempts and could reduce the market value of our common stock. Our anti-takeover provisions include:

•  a staggered board of directors;
•  removal of directors only for cause, by 80% of the voting interest of stockholders entitled to vote;
•  blank-check preferred stock;
•  a provision denying stockholders the ability to call special meetings with the exception of Fortress Pinnacle Acquisition LLC, FRIT PINN LLC, Fortress Pinnacle Investment Fund LLC, Greenhill Capital Partners, L.P. and their respective affiliates, so long as they collectively beneficially own at least 50% of our issued and outstanding common stock;
•  our amended and restated certificate of incorporation provides that Global Signal has opted out of the provisions of Section 203 of the Delaware General Corporation Law. Section 203 restricts certain business combinations with interested stockholders in certain situations; and
•  advance notice requirements by stockholders for director nominations and actions to be taken at annual meetings.

We have not established a minimum dividend payment level, there are no assurances of our ability to pay dividends in the future, and our ability to maintain current dividend level depends both on our earnings from existing operations and our ability to invest our capital to achieve targeted returns.

We intend to pay quarterly dividends and to make distributions to our stockholders in amounts such that all or substantially all of our taxable income in each year, subject to certain adjustments, is distributed. We have not established a minimum dividend payment level, and our ability to pay dividends may be adversely affected by the risk factors described in this prospectus. All distributions will be made at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our REIT status and such other factors as our board of directors may deem relevant from time to time. There are no assurances of our ability to pay dividends in the future. In addition, some of our distributions may include a return of capital.

While we have not established a formal dividend policy, to date we have paid quarterly dividends based on our cash flow from operations, less capital expenditure, after consideration of pending acquisitions of communications sites with the cash raised in our mortgage loans and equity financings. As of December 17, 2004, we have $85.5 million remaining in a site acquisition reserve account established as part of our December 2004 mortgage loan pending its investment in qualified communications sites. In addition, as part of this offering, we expect to issue 2,900,000 shares (3,190,000 shares if the underwriters exercise the over allotment option) to raise approximately $       million ($       million if the underwriters exercise the over allotment option) of additional capital. Our ability to continue to pay dividends at current levels will depend, among other things, on our ability to invest amounts held in the site acquisition reserve account, as well as the capital raised in this offering, at returns similar to the acquisitions we have closed to date.

Global Signal Inc. is a holding company with no material direct operations.

Global Signal Inc. is a holding company with no material direct operations. Its principal assets are the equity interests it holds in its operating subsidiaries. In addition, we own substantially all of our assets and

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conduct substantially all of our operations through Global Signal OP. As a result, Global Signal Inc. is dependent on loans, dividends and other payments from its subsidiaries and from Global Signal OP to generate the funds necessary to meet its financial obligations and pay dividends. Global Signal Inc.'s subsidiaries and Global Signal OP are legally distinct from Global Signal Inc. and have no obligation to make funds available to it.

Your ability to influence corporate matters may be limited because a small number of stockholders beneficially own a substantial amount of our common stock.

After giving effect to the offering, assuming no exercise by the underwriters of their overallotment option, affiliates of Fortress will beneficially own approximately 25.4 million shares, or 46.5%, of our common stock, Greenhill will beneficially own approximately 8.6 million shares, or 15.8%, of our common stock and affiliates of Abrams Capital, LLC will beneficially own approximately 5.6 million shares, or 10.3% of our common stock. Three of our directors are associated with these stockholders. As a result, Fortress, Greenhill, and Abrams Capital, LLC could exert significant influence over our management and policies and may have interests that are different from yours and may vote in a way with which you disagree and which may be adverse to your interests. In addition, this concentration of ownership may have the effect of preventing, discouraging or deferring a change of control, which could depress the market price of our common stock.

An increase in interest rates would result in an increase in our interest expense which could adversely affect our results of operations and financial condition.

Any indebtedness we incur under our $20.0 million revolving credit facility bears interest at floating rates, based on either LIBOR or the bank's base rate. Accordingly, an increase in the bank's base rate or LIBOR could lead to an increase in our interest expense which could have an adverse effect on our results of operations and financial condition. We may incur additional floating rate indebtedness from time to time. In addition, any increase in interest rates also would increase the cost of any new fixed rate borrowings.

Our fiduciary obligations to Global Signal OP may conflict with the interests of our stockholders.

Our wholly owned subsidiary Global Signal GP LLC, as the managing general partner of Global Signal OP, may have fiduciary obligations in the future to the limited partners of Global Signal OP, the discharge of which may conflict with the interests of our stockholders. Unless otherwise provided for in the relevant partnership agreement, Delaware law generally requires a general partner of a Delaware limited partnership to adhere to fiduciary duty standards under which it owes its limited partners the highest duties of good faith, fairness and loyalty and which generally prohibits such general partner from taking any action or engaging in any transaction as to which it has a conflict of interest. For example, if Global Signal GP LLC has a need for liquidity, the timing of a distribution from Global Signal GP LLC to Global Signal Inc. may be a decision that presents such a conflict. The limited partners of Global Signal OP will have the right, beginning one year after they contribute property to the partnership, to cause Global Signal OP to redeem their limited partnership units for cash or shares of our common stock. As managing partner, Global Signal GP LLC's decision as to whether to exchange units for cash or shares of our common stock may conflict with the interest of our common stockholders.

Future limited partners of Global Signal OP may exercise their voting rights in a manner that conflicts with the interests of our stockholders.

Currently, Global Signal OP does not have any limited partners not owned by Global Signal. In the future, those persons holding units of Global Signal OP, as limited partners, have the right to vote as a class on certain amendments to the operating partnership agreement and individually to approve certain amendments that would adversely affect their rights, which voting rights may be exercised by future limited partners in a manner that conflicts with the interests of those investors who acquire our common stock in this offering.

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CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements which are subject to various risks and uncertainties, including without limitation, statements relating to our ability to deploy capital, close accretive acquisitions, close acquisitions under letters of intent, pay or grow dividends, generate growth organically or through acquisitions, secure financing, and increase revenues, earnings, adjusted EBITDA and/or AFFO and add telephony tenants. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "could," "project," "predict," "continue" or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain projections of results of operations or of financial condition or state other forward-looking information. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to, a decrease in the demand for our communications sites, our continued ability to acquire new towers at attractive prices which will generate returns consistent with expectations, the possibility that the towers that we have acquired and will acquire may not generate sufficient additional income to justify their acquisition, possibilities that conditions to closing of transactions will not be satisfied, our ability to close on towers under non-binding letters of intent which is generally less probable than closing on towers under definitive agreements, the economies, real estate markets and wireless communication industry in the regions where our sites are located, consolidation in the wireless industry, the creditworthiness of our tenants, competing technologies, our failure to comply with federal, state and local laws and regulations, the failure to comply with environmental laws, possibilities that changes in the capital markets, including changes in interest rates and/or credit spreads, or other factors could make financing more expensive or unavailable to us, our ability to qualify as a REIT, REIT distributions requirements and the stock ownership limit imposed by the Internal Revenue Code for REITs. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our management's views as of the date of this prospectus. The "Risk Factors" and other factors noted throughout this prospectus could cause our actual results to differ significantly from those contained in any forward-looking statement. For a discussion of our critical accounting policies see "Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates."

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this prospectus to conform these statements to actual results.

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USE OF PROCEEDS

Based on the assumed offering price of $            , our net cash proceeds from the sale of the shares of common stock will be approximately $             million, or approximately $             million if the underwriters exercise their overallotment option in full after deducting assumed underwriting discounts, commissions and estimated offering expenses.

We intend to use the net proceeds of this offering as follows:

•  Approximately $59.0 million to finance the acquisition of 233 communications sites for which we have currently signed non-binding letters of intent. These towers are located in Alabama, Arkansas, Florida, Georgia, Illinois, Louisiana, Michigan, Mississippi, New Hampshire, South Carolina, Tennessee, Texas and Vermont. We are seeking to complete our due diligence and negotiate purchase agreements for these sites. Acquisitions of communications sites subject to letters of intent are less likely to be consummated than those subject to definitive purchase agreements. In the event we are unable to acquire these sites we intend to use the proceeds from this offering for other acquisitions or general corporate purposes.
•  Approximately $             million used for working capital and other general corporate purposes, which may include future acquisitions.

Pending these uses, we intend to invest net proceeds in interest-bearing, short-term investment grade securities or money-market accounts, which is consistent with our intention to qualify as a REIT or to repay indebtedness under our revolving credit facility with Morgan Stanley Asset Funding Inc. and Bank of America, N.A., affiliates of the representatives of the underwriters, if any such indebtedness is outstanding.

MARKET PRICE FOR COMMON STOCK AND DISTRIBUTION POLICY

In general, we will not pay a corporate-level income tax on our earnings to the extent we distribute our earnings to our stockholders. In order to satisfy the REIT requirements, we must distribute to our stockholders an amount at least equal to (1) 90% of our REIT taxable income (determined before the deduction for dividends paid and excluding any net capital gain) plus (2) 90% of the excess of our net income from foreclosure property (as defined in Section 856 of the Internal Revenue Code) over the tax imposed on such income by the Internal Revenue Code less (3) any excess non-cash income (as determined under the Internal Revenue Code). See "Federal Income Tax Considerations." We have already satisfied our REIT distribution requirement for 2004 through payment of our February 5, 2004 special distribution and the ordinary dividends paid so far in 2004 described below. The actual amount and timing of future distributions, however, will be at the discretion of our board of directors and will depend upon our financial condition in addition to the requirements of the Internal Revenue Code. Differences between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirements. In addition, Global Signal is a holding company with no material direct operations and depends on loans, dividends and other payments from its subsidiaries and will be dependent on loans and distributions from Global Signal OP to generate the funds necessary to pay dividends. Global Signal's subsidiaries and Global Signal OP are legally distinct from Global Signal and have no obligation to make funds available to it.

On December 13, 2004, our board of directors declared a dividend of $0.40 per share of our common stock for the three months ending December 31, 2004, payable on January 20, 2005, to stockholders of record as of January 7, 2005. The portion of this dividend, which exceeds our accumulated earnings as of December 31, 2004, will represent a return of our stockholders' capital. Purchasers of shares of common stock in this offering will not be entitled to this dividend. For the three months ended September 30, 2004, we paid an ordinary dividend of $0.375 per share of our common stock, or an aggregate of $19.1 million, of which $12.8 million represented a return of our stockholders' capital, which was paid on October 20, 2004, to stockholders of record as of October 8, 2004. On July 20, 2004, we paid an additional ordinary dividend of $0.103 per share of our common stock, or an aggregate of $5.2 million, of which $3.9 million represented a return of capital, to stockholders of record as of July 6, 2004, for the period from June 1, 2004 through June 30, 2004. On June 14, 2004, we paid an ordinary dividend of $0.2095 per share of our

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common stock, or an aggregate of $8.8 million, of which $5.0 million represented a return on our stockholders' capital, of our common stock for the period of April 1, 2004 through May 31, 2004. On April 22, 2004, we paid an ordinary dividend of $0.3125 per share of our common stock, or an aggregate of $13.1 million, of which $11.3 million represented a return of our stockholders' capital, for the three months ended March 31, 2004. On February 5, 2004, we paid a one-time special distribution of $142.2 million to all of our stockholders, which represented a return of capital. The special distribution was funded with a portion of the proceeds from our February 2004 mortgage loan. Also, on February 5, 2004, we paid an ordinary dividend of $0.3125 per share of our common stock, or an aggregate of $12.8 million, to all of our stockholders for the three months ended December 31, 2003. We intend to continue to make regular quarterly distributions to the holders of our common stock. Distributions, including distributions of capital, assets or dividends, will be made at the discretion of our board of directors and will depend on many factors, including our financial condition, earnings, legal requirements and other factors as our board of directors deems relevant.

It is anticipated that distributions generally will be either (1) taxable as ordinary income, (2) a non-taxable return of capital, (3) taxable as a long-term capital gain, or (4) to the extent attributable from our taxable REIT subsidiaries, taxable as qualified dividends eligible for the 15% maximum federal income tax rate for individuals. We will furnish annually to each of our stockholders a statement setting forth distributions paid during the preceding year and their federal income tax status. For a discussion of the federal income tax treatment of distributions by us, see "Federal Income Tax Considerations — Taxation of Global Signal" and "— Taxation of Stockholders."

Our ordinary shares began publicly trading on June 3, 2004 on the NYSE under the symbol "GSL." Prior to that time, there was no trading market for our ordinary shares. The following table sets forth, for the fiscal quarters and periods indicated, the high and low sales prices per ordinary share as reported on the NYSE since our initial public offering on June 3, 2004:


2004 High Low
From June 3, 2004 through June 30, 2004 $ 23.40   $ 20.00  
Third quarter $ 24.00   $ 19.80  
Fourth quarter (through December 21, 2004) $ 29.80   $ 22.50  

On December 21, 2004, the closing price of our common stock as reported on the NYSE was $27.00 per share. As of December 21, 2004, there were 127 record holders of our common stock and 59 record holders of warrants currently exercisable for shares of our common stock.

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CAPITALIZATION

The following table sets forth our consolidated capitalization as of September 30, 2004 on (i) an actual basis and (ii) pro forma as adjusted to give effect to (a) the issuance of the December 2004 mortgage loan and the application of the net proceeds therefrom, (b) the Foresite, Milestone, Lattice, Didier Communications, Towers of Texas, Selectel Midwest, and Highland Towers acquisitions, and (c) the sale of 2,900,000 shares of our common stock offered by us in this offering at an assumed public offering price of        per share, less assumed underwriting discounts, commissions and estimated offering expenses payable by us and the use of the proceeds as described under "Use of Proceeds."


  As of September 30, 2004
  Actual Pro Forma
As Adjusted
  (in thousands)
Cash and cash equivalents (1) $ 31,816                    
Current portion of long-term debt $ 8,083        
Long-term debt   406,730        
 
Stockholders' equity:
Preferred stock, $0.01 par value: 20 million shares authorized; no shares issued and outstanding on an actual and pro forma as adjusted basis          
Common stock, $0.01 par value: 150 million shares authorized on an actual and on a pro forma as adjusted basis; 50.7 million shares issued and outstanding on an actual and 53.6 million shares issued and outstanding on a pro forma as adjusted basis (2)   507        
Additional paid-in capital   176,355        
Accumulated other comprehensive loss   (2,521      
Retained earnings          
Total stockholders' equity   174,341        
Total capitalization $ 589,154        
(1) Excludes (i) on an actual basis $23.7 million of restricted cash related to amounts held in escrow pending the closing of certain acquisitions, and amounts held in imposition and insurance reserves in connection with our February 2004 mortgage loan (ii) on a pro forma as adjusted basis, $         million of restricted cash related to (a) amounts held in escrow for the sellers pending the closing of certain acquisitions, (b) amounts held in imposition and insurance reserves in connection with our February 2004 and December 2004 mortgage loans and (c) amounts held in the site acquisition reserve account in connection with the December 2004 mortgage loan to fund the purchase price of future qualifying acquisitions.
(2) The common stock outstanding as of September 30, 2004 as shown excludes (i) 2,296,674 shares of common stock available for future issuance under our stock option plan, (ii) 3,928,184 shares of common stock issuable under outstanding options granted under our stock option plan, and (iii) 476,454 shares of common stock issuable under then outstanding warrants.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth selected historical consolidated financial and other data. The balance sheet data as of December 31, 1999, 2000, 2001, 2002 and 2003 and the statements of operations and cash flows data for the years ended December 31, 1999, 2000, 2001, and 2003 and the ten months ended October 31, 2002 and the two months ended December 31, 2002 are derived from our audited consolidated financial statements. The balance sheet data as of October 31, 2002 and September 30, 2003 and 2004 and the statements of operations and cash flows for the nine months ended September 30, 2003 and 2004, are derived from our unaudited condensed consolidated interim financial statements.

The pro forma as adjusted statement of operations data reflects (i) the issuance of the February 2004 mortgage loan of $418.0 million and the application of the February 2004 mortgage loan net proceeds, (ii) the initial public offering of 8,050,000 shares of our common stock at an offering price of $18.00 per share of common stock, and the application of the net proceeds therefrom including a portion to fund the Tower Ventures acquisition, (iii) seven other acquisitions: Foresite, Milestone, Lattice, Didier Communications, Towers of Texas, Selectel Midwest and Highland Towers, all of which have been consummated or are currently subject to definitive purchase agreements, (iv) the issuance of the December 2004 mortgage loan of $293.8 million and the application of the net proceeds therefrom and (v) this offering of 2,900,000 shares of common stock at an assumed offering price of $       per share, the closing price of our shares of common stock on             , and the application of the net proceeds therefrom, as more fully described in the pro forma financial statements and the related notes included elsewhere in this prospectus, as if they had occurred on January 1, 2003 and 2004, respectively. The pro forma as adjusted balance sheet data as of September 30, 2004 reflects this offering, the December 2004 mortgage loan issuance and the Milestone, Lattice, Didier Communications, Towers of Texas, Selectel Midwest and Highland Towers acquisitions as if they had occurred on September 30, 2004. We have consummated other tower acquisitions and have executed definitive agreements to acquire additional towers which are not included in these pro forma financial statements since they do not meet the applicable criteria of Regulation S-X of the Securities and Exchange Commission. Certain of the items considered in pro forma adjustments to the statements of operations, are not reflected as adjustments to the pro forma balance sheet, because they are already reflected in the historical balance sheet as of September 30, 2004.

On November 1, 2002, we emerged from Chapter 11. In accordance with AICPA Statement of Position 90-7 Financial Reporting by Entities in Reorganization Under the Bankruptcy Code ("SOP 90-7"), we adopted fresh start accounting as of November 1, 2002 and our emergence from Chapter 11 resulted in a new reporting entity. Under fresh start accounting, the reorganization value of the entity is allocated to the entity's assets based on fair values, and liabilities are stated at the present value of amounts to be paid determined at appropriate current interest rates. The effective date is considered to be the close of business on November 1, 2002, for financial reporting purposes. The periods presented prior to November 1, 2002, have been designated "predecessor company" and the periods starting on November 1, 2002, have been designated "successor company." As a result of the implementation of fresh start accounting as of November 1, 2002, our financial statements after that date are not comparable to our financial statements for prior periods because of the differences in the basis of accounting and the debt and equity structure for the predecessor company and the successor company. The more significant effects of the differences in the basis of accounting on the successor company's financial statements are (1) lower depreciation and amortization expense as a result of the revaluation of our long-lived assets downward by $357.2 million through the application of fresh start accounting, and (2) lower interest expense as a result of the discharge of $404.8 million of debt upon our emergence from bankruptcy.

The information set forth below should be read in conjunction with "Use of Proceeds," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations," our consolidated financial statements, our condensed consolidated interim financial statements, our pro forma condensed consolidated financial statements, Tower Ventures', Foresite's, Milestone's, Selectel Midwest's, Lattice's, Didier Communications', Towers of Texas' and Highland Towers' statements of revenue and certain expenses, and each of their related notes included elsewhere in this prospectus.

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Selected Historical Consolidated Financial Information


  Predecessor Company Successor Company
  Year Ended December 31, Ten Months
Ended
October 31,
2002
Two Months
Ended
December 31,
2002
Year Ended
December 31, 2003
Nine Months
Ended
September 30,
2003
Nine Months
Ended
September 30,
2004
  1999 2000 2001 Historical Pro Forma As
Adjusted
Historical Pro Forma As
Adjusted
  (in thousands, except per share data)
Statement of Operations Data (1):                                          
Revenue $ 81,461   $ 163,482   $ 178,020   $ 140,646   $ 28,285   $ 169,233   $ 189,400   $ 124,946   $ 134,125   $ 151,080  
Direct site operating expenses (excluding impairment losses, depreciation, amortization and accretion expense)   24,443     57,748     67,259     48,060     9,361     56,343     61,383     41,186     41,290     45,406  
Gross margin   57,018     105,734     110,761     92,586     18,924     112,890     128,017     83,760     92,835     105,674  
Other expenses:                                                            
Selling, general and administrative   16,502     54,052     47,898     27,496     4,818     26,926     26,926     19,727     18,035     18,035  
State franchise, excise and minimum taxes   1,107     1,184     1,877     1,671     331     848     848     625     500     500  
Depreciation, amortization and accretion (2)   55,886     112,510     119,337     74,175     7,512     44,496     58,600     33,528     37,164     46,889  
Non-cash stock based compensation expense                       1,479     1,479     592     3,440     3,440  
Impairment loss on assets held for sale           46,592     1,018                          
Impairment loss on assets held for use           246,780     4,541                          
Reorganization expenses               59,124                          
Unsuccessful debt restructuring expenses           1,702                              
Total operating expenses   73,495     167,746     464,186     168,025     12,661     73,749     87,853     54,472     59,139     68,864  
Operating income
(loss)
  (16,477   (62,012   (353,425   (75,439   6,263     39,141     40,164     29,288     33,696     36,810  
Gain (loss) on extinguishment of debt               404,838             (8,838       (8,449   (8,838
Interest expense, net   (46,661   (65,707   (88,731   (45,720   (3,989   (20,352   (39,596   (15,832   (19,294   (30,494
Other income (expense)   (2,930   (163   113     533     (136   (16   (16   24     84     84  
Income tax (expense) benefit       575     6,630     5,195     (19   665     665     326     (324   (324
Income (loss) from continuing operations   (66,068   (127,307   (435,413   289,407     2,119     19,438   $ (7,621   13,806