Radius begins next stage of growth as a private
company
Radius Global Infrastructure, Inc. (“Radius”) (NASDAQ: RADI), a
leading global aggregator of real property interests underlying
wireless telecommunications cell sites and other digital
infrastructure assets, announced the completion of its
approximately $3.0 billion acquisition (the “Acquisition”) by the
EQT Active Core Infrastructure Fund (“EQT Active Core
Infrastructure” or “EQT”) and the Public Sector Pension Investment
Board (“PSP Investments” or “PSP”).
Under the terms of the merger agreement, which was approved by
Radius stockholders at a special meeting held on June 15, 2023,
Radius stockholders will receive $15.00 in cash per share of Radius
common stock (the “Merger Consideration”). As a result of the
completion of the Acquisition, Radius is now privately held and its
common stock has ceased trading on the NASDAQ.
“We are excited to begin this next chapter as a private company
under EQT and PSP ownership,” said Bill Berkman, Co-Chairman and
CEO of Radius. “This transaction is an exciting outcome for the
company as well as our employees, customers, former shareholders,
and the new ownership group. As the largest real property-focused
digital infrastructure investment platform globally, we look
forward to continuing to grow our portfolio both organically and
inorganically and expanding our collaborative and constructive
partnerships with our mobile network operator, tower company, and
telco tenants around the world.”
“Our investment in Radius demonstrates our conviction that the
company will continue to be a leading aggregator of critical
digital infrastructure. This investment aligns directly with our
thematic investment approach and our focus on partnering with
best-in-class companies and management teams. We are excited to
partner with the Radius team on this next stage of growth, as we
capitalize on the growing global demand for data.” said Alex
Greenbaum, Partner within EQT Active Core Infrastructure's Advisory
Team.
“The acquisition of Radius provides PSP Investments with an
important opportunity to further increase its exposure to core,
high-quality digital infrastructure assets benefiting from
inflation passthrough mechanisms. We are excited to partner with
EQT who brings valuable expertise to help this partnership reach
its full potential and we look forward to working closely with the
experienced management team at Radius as the company embarks on its
next phase of growth,” said Patrick Samson, Senior Vice President
and Global Head of Real Assets Investments at PSP.
Convertible Senior Notes
The Acquisition constitutes a “Fundamental Change” and a
“Make-Whole Fundamental Change” under Radius’ 2.50% Convertible
Senior Notes due 2026 (the “Notes”), as such terms are defined in
the indenture governing the Notes (the “Indenture”). The effective
date of such Fundamental Change and such Make-Whole Fundamental
Change is September 21, 2023. Capitalized terms used in this
section but not defined shall have the meanings ascribed to such
terms in the Indenture.
The Fundamental Change Repurchase Date is October 20, 2023, and
the Fundamental Change Repurchase Price is $1,002.43055554, per
$1,000 principal amount, representing $1,000 principal amount plus
accrued and unpaid interest to, but excluding, the Fundamental
Change Repurchase Date. The last date on which a Holder may
exercise the repurchase right pursuant to the Indenture’s Article
15 will be 5:00 p.m. New York City time on October 19, 2023.
To exercise this repurchase right, each Holder must follow the
procedures set forth in Section 15.02 of the Indenture, which
include, but are not limited to, compliance with the Depositary’s
procedures for surrendering interests in Global Notes.
Holders are also entitled to convert their Notes at any time
until October 20, 2023. Conversions will be made at a Conversion
Rate equal to 44.2087 units of Reference Property per $1,000
principal amount. The dollar value of each unit of Reference
Property shall be $15.00, an amount equal to the Merger
Consideration.
The Notes with respect to which a Holder has delivered a
Fundamental Change Repurchase Notice may be converted only if the
Holder withdraws such Fundamental Change Repurchase Notice in
accordance with the terms of the Indenture. For the avoidance of
doubt, such withdrawal must occur by 5:00 p.m. New York City time
on October 19, 2023. If you exercise your right to convert the
Notes prior to 5:00 p.m. New York City Time on October 20, 2023,
you will receive $633.13 cash per $1,000 principal amount of
Notes.
The name and address of the Conversion and Paying Agent if you
choose to convert your Notes or exercise the repurchase right
described herein is:
U.S. Bank Global Corporate Trust Services 111
Fillmore Ave, St. Paul, MN 55107 Corporate Trust Support &
Operations EP-MN-WS1P cts.specfinance@usbank.com
Advisors
Citi served as lead financial advisor, Goldman Sachs & Co.
LLC served as financial advisor and Cravath, Swaine & Moore LLP
served as legal advisor to Radius. Barclays served as financial
advisor and Morris, Nichols, Arsht & Tunnel LLP served as legal
advisor to the Transaction Committee of the Board of Directors of
Radius.
Morgan Stanley & Co. LLC and Simpson Thacher & Bartlett
LLP served as financial and legal advisors, respectively, to EQT
Active Core Infrastructure. Evercore and Weil, Gotshal & Manges
LLP served as financial and legal advisors, respectively, to
PSP.
About Radius
Radius Global Infrastructure, Inc., through its various
subsidiaries, is a multinational owner and acquiror of triple net
rental streams and real properties leased to wireless operators,
wired operators, wireless tower companies, and other digital
infrastructure operators as part of their infrastructure required
to deliver a wide range of services. As of June 30, 2023, Radius
had interests in the revenue streams of approximately 9,662 assets
that were situated on approximately 7,412 different communications
sites located throughout the United States and 20 other countries.
Annualized contractual revenue from the rents expected to be
collected on the leases in-place at that time from the assets was
approximately $176.7 million.
About EQT
EQT is a purpose-driven global investment organization with EUR
224 billion in total assets under management (EUR 126 billion in
fee-paying assets under management) within two business segments –
Private Capital and Real Assets. EQT owns portfolio companies and
assets in Europe, Asia-Pacific and the Americas and supports them
in achieving sustainable growth, operational excellence and market
leadership.
For more information, please visit www.eqtgroup.com.
About PSP Investments
The Public Sector Pension Investment Board (PSP Investments) is
one of Canada’s largest pension investment managers with $243.7
billion of net assets under management as of March 31, 2023. It
manages a diversified global portfolio composed of investments in
capital markets, private equity, real estate, infrastructure,
natural resources and credit investments. Established in 1999, PSP
Investments manages and invests amounts transferred to it by the
Government of Canada for the pension plans of the federal Public
Service, the Canadian Forces, the Royal Canadian Mounted Police and
the Reserve Force. Headquartered in Ottawa, PSP Investments has its
principal business office in Montréal and offices in New York,
London and Hong Kong.
For more information, please visit www.investpsp.com.
Forward-Looking Statements and Disclaimers
Certain matters discussed in this press release, including the
attachments, contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), that are subject to risks and uncertainties. For
these statements, we claim the protections of the safe harbor for
forward-looking statements contained in such Sections. These
forward-looking statements include information about possible or
assumed future results of our business, financial condition,
liquidity, capital expenditures, plans and objectives,
macroeconomic conditions and our transaction with certain
affiliates of EQT and PSP. In some cases, these forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms “believe,” “expect,” “anticipate,”
“estimate,” “outlook,” “plan,” “continue,” “intend,” “should,”
“may,” “will,” or similar expressions, their negative or other
variations or comparable terminology.
Forward-looking statements are subject to significant risks and
uncertainties and are based on current beliefs, assumptions and
expectations based upon our historical performance and on our
current plans, estimates and expectations in light of information
available to us. Any forward-looking statement speaks only as of
the date on which it is made. Except as required by law, we are not
obligated to, and do not intend to, publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Forward-looking statements are subject
to various risks and uncertainties and assumptions relating to our
operations, financial results, financial condition, business,
prospects, growth strategy, liquidity and our transaction with
certain affiliates of EQT and PSP. Actual results may differ
materially from those set forth in the forward-looking statements.
Given these risks and uncertainties, investors should not place
undue reliance on forward-looking statements as a prediction of
actual results.
Certain important factors that we think could cause our actual
results to differ materially from expected results are summarized
below. Other factors besides those summarized could also adversely
affect us. We operate in a very competitive and rapidly changing
environment. New risks and uncertainties emerge from time to time
and it is not possible for management to predict all such risks and
uncertainties or how they may affect us. In addition, we cannot
assess the impact of each factor on our business or the extent to
which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any
forward-looking statements.
Important other factors that could cause our actual results to
differ materially from those expressed in or contemplated by the
forward-looking statements include, but are not limited to: the
extent that wireless carriers (mobile network operators, or “MNOs”)
or tower companies consolidate their operations, exit the wireless
communications business or share site infrastructure to a
significant degree; the extent that new technologies reduce demand
for wireless infrastructure; competition for assets; whether the
tenant leases for the wireless communication tower, antennae or
other digital communications infrastructure located on our real
property interests are renewed with similar rates or at all; the
extent of unexpected lease cancellations, given that most of the
tenant leases associated with our assets may be terminated upon
limited notice by the MNO or tower company and unexpected lease
cancellations could materially impact cash flow from operations;
economic, political, cultural, and regulatory risks and other risks
to our operations, including risks associated with fluctuations in
foreign currency exchange rates and local inflation rates; the
effect of the Electronic Communications Code in the United Kingdom,
which may limit the amount of lease income we generate in the
United Kingdom; the extent that we continue to grow at an
accelerated rate, which may prevent us from achieving profitability
or positive cash flow at a company level (as determined in
accordance with GAAP) for the foreseeable future, particularly
given our history of net losses and negative net cash flow; the
fact that we have incurred a significant amount of debt and may in
the future incur additional indebtedness; the extent that the terms
of our debt agreements limit our flexibility in operating our
business; and the other factors, risks and uncertainties described
in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2022 and in our subsequent filings under the Exchange
Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230921582147/en/
Radius Global:
Investor Relations: Jason Harbes, CFA Email:
investorrelations@radiusglobal.com Phone: 1-484-278-2667
Media: FGS Global George Sard/Jared Levy/Suzanne Byowitz Email:
RadiusGlobal@fgsglobal.com Phone: 1-212-687-8080
EQT:
US: Mathilde Milch Email: mathilde.milch@eqtpartners.com Phone:
1-917-510-6626
International: EQT Press Office Email: press@eqtpartners.com
Phone: +46 8 506 55 334
PSP Investments:
Media: Maria Constantinescu Email: media@investpsp.ca Phone:
1-514-218-3795 | 1-844-525-3795
Radius Global Infrastruc... (NASDAQ:RADI)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Radius Global Infrastruc... (NASDAQ:RADI)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
