Radius Global Infrastructure Awards $ 230 Million Raised Offer of Convertible Senior Notes
NEW YORK, September 09, 2021– (COMMERCIAL THREAD) – Radius Global Infrastructure, Inc. (Nasdaq: RADI) (“Radius” or the “Company”) today announced the price of a total principal amount of $ 230 million of senior convertible bonds at 2 , 50% due in 2026 (the “Bonds”) in a private placement with persons reasonably suspected of being qualified institutional buyers in accordance with Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the offering has been increased from the previously announced offering size of $ 200 million. As part of the offer, Radius has granted the original purchasers of the Notes an option to purchase, for settlement within 13 days of the date of the initial issuance of the Notes, up to an amount of in total additional principal amount of $ 34.5 million of Notes on the same terms and conditions (the “Additional Notes”). The sale of the Bonds is scheduled for September 13, 2021, subject to the satisfaction of the usual closing conditions.
The Notes will be fully and unconditionally guaranteed by APW OpCo LLC, the majority owned subsidiary of Radius, and will constitute senior unsecured obligations of Radius and APW OpCo LLC, and will pay semi-annual interest in arrears at the rate of $ 2.00. 50% per year. . Prior to the close of business on the business day immediately preceding March 15, 2026, the Notes will only be convertible in certain circumstances and during certain periods, and thereafter at any time until the close of business on the second scheduled trading day. immediately preceding the due date. The initial conversion rate of the Notes will be 44.2087 shares per $ 1,000 principal amount of the Notes, which equates to an initial conversion price of approximately $ 22.62 per share, and may be adjusted upon occurrence. of certain events. The initial conversion price represents a conversion premium of approximately 30.0% over the last published selling price of $ 17.40 per Class A common share of Radius on the Nasdaq Global Market on September 8, 2021. Radius will settle conversions of the Notes by paying for or delivering, as the case may be, in cash, Class A common shares of Radius, or a combination thereof, at Radius’ option. Before September 20, 2024, tickets will not be refundable. Radius may redeem all or part of the Notes, at its option, from September 20, 2024 and before the 61st trading day provided immediately preceding the due date, if certain liquidity conditions are met and the last published sale price of Radius Class One common share has represented at least 130% of the conversion price then in effect for at least 20 trading days (whether consecutive or not) during any period of 30 consecutive trading days ending on trading day immediately preceding the date on which Radius provides a redemption notice, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the date of refund. Noteholders may request Radius to redeem their Notes in the event of a Fundamental Change (as defined in the Note Governing Act) at a purchase price equal to 100% of the Principal Amount plus accrued and unpaid interest at , but excluding, the redemption date of the fundamental change. In addition, Radius will, in certain circumstances, increase the conversion rate for Holders who choose to convert their Notes in the event of a fundamental change or if Radius issues a redemption notice.
Radius estimates that the net proceeds of this offering will be approximately $ 221.6 million, after deducting the initial buyers’ discount and estimated offering fees payable by Radius, and assuming no fiscal year. option of the original purchasers to purchase the additional tickets has not been exercised. Radius intends to use approximately $ 28.9 million of the net proceeds of the offering to pay the cost of certain capped purchase transactions described below. Radius intends to use the remainder of the net proceeds for general corporate purposes, including acquisitions of real estate interests and underlying contractual rights to cellular wireless communications sites and other assets. related to telecommunications, other business opportunities, capital expenditures and working capital.
If the original purchasers exercise their option to purchase the additional tickets, Radius intends to use a portion of the additional net proceeds from the sale of the additional tickets to pay the cost of entering into additional capped purchase transactions. and the remainder of the net proceeds from the sale of additional tickets for general corporate purposes, including acquisitions of real estate interests and underlying contractual rights to cellular wireless communications sites and other related assets telecommunications, other business opportunities, capital expenditures and working capital.
In connection with the pricing of the Notes, Radius entered into privately negotiated capped purchase transactions with one of the original purchasers and certain other financial institutions (the “Option Counterparties”). Capped purchase transactions should generally reduce the potential dilution of Radius Class A ordinary shares on any conversion of the Notes and / or offset any cash payment Radius is required to make in excess of the principal amount upon conversion. the conversion of the Notes in the event that the market price of the Class A common shares of Radius is greater than the exercise price of the capped purchase transactions, which initially corresponds to the initial conversion price of the Notes or approximately 22, $ 62 per share, this reduction being subject to a capped call transaction limit. The ceiling price of the capped purchase transactions will initially be $ 34.80 per share, which represents a premium of 100% over the last published sale price of the Class A common shares of Radius on September 8, 2021, and is subject to certain adjustments under the capped call transactions. If the initial purchasers exercise their option to purchase the additional Notes, Radius expects to enter into additional capped purchase transactions with the option counterparties.
Radius expects, as part of establishing their initial coverage of capped purchase transactions, option counterparties or their respective affiliates to purchase Class A common shares of Radius and / or enter into various derivative transactions involving Class A common shares of Radius simultaneously with or shortly after the pricing of the Notes. Such activity may increase (or reduce the magnitude of any decline) in the market price of Radius Class A common shares or the Notes at that time.
In addition, option counterparties or their respective affiliates may modify their hedging positions by entering into or unwinding various derivative transactions relating to Radius Class A common shares and / or by buying or selling Class A common shares. A of Radius or by selling class A ordinary shares of Radius or other securities in connection with transactions on the secondary market after the pricing of the Notes and before the maturity of the Notes (and are likely to do so during any observation period linked to a conversion of the Notes). This activity could also cause or prevent an increase or decrease in the market price of Radius Class A common shares or the Notes, which could affect the ability of Noteholders to convert the Notes and, to the extent that the activity occurs during any Observation Period relating to a conversion of the Notes, this could affect the number of Shares and the value of the Consideration Noteholders will receive on the conversion of the Notes.
The Notes are only offered to persons reasonably suspected of being Qualified Institutional Purchasers under Rule 144A promulgated under the Securities Act by way of a private offering memorandum. The offer and sale of the Notes, the related guarantee of APW OpCo LLC and the Class A common shares of Radius issuable upon conversion of the Notes, if any, have not been and will not be registered. under the Securities Act or securities laws. from any other jurisdiction and, unless registered, may not be offered or sold in the United States, except under an applicable exemption from these registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities and does not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is illegal.
About the company
Radius Global Infrastructure, Inc., through its subsidiary AP WIP Investments, LLC, is a multinational owner of a portfolio of predominantly triple net rental streams from wireless operators and tower companies for properties under -jacent to their critical digital infrastructure.
FORWARD-LOOKING STATEMENTS AND DISCLAIMERS
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties. For these statements, Radius claims the safe harbor protections for the forward-looking statements contained in these sections. These forward-looking statements include statements regarding the completion of the Offer, the expected amount and intended use of the net proceeds of the Offer, and the effects of entering into the capped purchase transactions described above. In certain cases, these forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believe”, “expect”, “anticipate”, “estimate”, “plan”, “continue”, “Intend to,” “should”, “may” or similar expressions, their negative or other variations or comparable terminology. Forward-looking statements are subject to important risks and uncertainties and are based on beliefs, assumptions and expectations based on Radius’ historical performance and on its current plans, estimates and expectations in light of information available to it.Among the important factors which, in the opinion of Radius, could cause its actual results to differ materially from those expressed or envisaged in forward-looking statements, include the risks associated with or associated with Radius being able to meet the conditions of closing the sale of the tickets., if the transactions capped call ions become effective and the risks associated with Radius ‘activities, including those described in Radius’ annual report on Form 10-K for the fiscal year ended December 31, 2020 and in subsequent Radius filings under the Exchange Act. The forward-looking statements included in this press release speak only as of the date of this press release. Except as required by law, Radius is not obligated and does not intend to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
See the source version on businesswire.com: https://www.businesswire.com/news/home/20210908006187/en/
Jason Harbes, CFA
Email: [email protected]