TIDMLAHL TIDMLAHW
RNS Number : 9842T
Landscape Acquisition Holdings Ltd
19 November 2019
Landscape Acquisition Holdings Limited to Acquire AP WIP
Investments Holdings, LP
Company to Acquire One of the Largest Global Aggregators of
Wireless Telecom Easements and Real Property Underlying Wireless
Cellular Sites
TORTOLA, British Virgin Islands -- 19 November 2019 -- Landscape
Acquisition Holdings Limited (LSE: LAHL / LAHW) ("Landscape") has
entered into a definitive agreement to acquire AP WIP Investments
Holdings, LP ("Associated" or the "Company"), one of the largest
global aggregators of real property interests underlying wireless
telecommunications cell sites, for consideration of approximately
$860 million consisting of cash, shares and assumption of debt (the
"Transaction").
It is expected that the listing of Landscape's ordinary shares
and warrants on the standard segment of the Official List will be
suspended by the UK Financial Conduct Authority at Landscape's
request with effect from 7.30 a.m. (London time) on 20 November
2019 as, in accordance with the provisions of the UK Listing Rules,
the Transaction is treated as a reverse takeover. Landscape intends
to seek re-admission of its ordinary shares and warrants (subject
to meeting relevant eligibility criteria) on the London Stock
Exchange as soon as practicable. As soon as practicable following
re-admission to trading in London, Landscape expects to pursue a
change in its jurisdiction of incorporation to Delaware and that,
in conjunction with such change, it will file a registration
statement with the SEC and a listing application with a U.S.-based
stock exchange.
Associated owns a diversified portfolio of real property and
contractual interests in sites underlying critical communications
infrastructure across more than 4,100 sites with more than 5,400
lease streams from a diversified investment-grade tenant base,
including both tower companies and global telecom carriers. For the
twelve-month period ended June 30, 2019, Associated generated
revenue of $50.5 million and ground cash flow of $50.3 million
(with Q2 2019 annualized revenue of $55.0 million). Since 2016,
Associated has grown revenue at a compounded annual growth rate of
approximately 25%. As of October 31, 2019, in-place annualized
revenue was $59.9 million. Associated started in 2010 and acquired
its assets through its world-class origination team headquartered
in San Diego, CA.
Upon closing, Mike Fascitelli, Co-Founder of Imperial Companies
and Co-Founder of Landscape, will serve as Co-Chairman of
Associated alongside Bill Berkman, the current CEO of Associated.
Noam Gottesman, Founder and Managing Partner of TOMS Capital and
Co-Founder of Landscape, will also serve on the board of directors.
The Company's current management team will continue to operate the
business post-Transaction.
Mr. Berkman said, "The Landscape team's decades of leadership
experience in growing and managing public and private companies,
broad real estate and capital markets knowledge, and disciplined
acquisition strategy will be instrumental in further growing our
current portfolio and expanding into adjacent digital
infrastructure businesses and assets to meet that demand."
Mr. Gottesman commented, "Data usage per capita is driving
significant capital investments to enhance network coverage and
densification to meet speed and capacity demands. Benefiting from
these favorable macro conditions, Associated is poised for a
sustained period of growth and is well-positioned to deploy capital
generating compelling, risk-adjusted returns in this
highly-fragmented and growing market."
"We were disciplined in our approach and evaluated a number of
opportunities for Landscape," added Mr. Fascitelli. "Noam and I are
excited to partner with Bill and Associated's high-quality,
established management team which has a long-track record of
generating value for shareholders. We look forward to building upon
their proven track record of origination, complemented with
disciplined M&A to grow within its markets and capitalize on a
number of strategic opportunities to expand the business beyond its
footprint today."
The Transaction is expected to be funded with Landscape's
existing cash balances. Landscape intends to raise additional
proceeds from an equity issuance to a limited group of
institutional shareholders prior to closing to support the
Company's core growth strategy, as well as to pursue potential
acquisition opportunities. Centerbridge Partners, L.P. has
committed $100 million as part of Landscape's upcoming capital
raise and intends to add a representative to the board of directors
post-closing.
The board of directors of Landscape and the advisory board of
Associated, have each unanimously approved the proposed
Transaction. Completion of the Transaction, which is expected in
early 2020, is subject to customary closing conditions.
Credit Suisse acted as the lead capital markets and financial
advisor alongside Evercore, Goldman Sachs & Co. LLC and Morgan
Stanley & Co. LLC. Greenberg Traurig is acting as legal advisor
to Landscape on the Transaction. Cravath, Swaine & Moore and
Skadden, Arps, Slate, Meagher & Flom are acting as legal
advisors to Associated.
For additional information on the Transaction, see Landscape's
website at http://www.landscapeacquisitionholdingslimited.com/.
Non-GAAP Financial Measures
This press release includes ground cash flows, an additional key
performance indicator which is considered to be a non-GAAP
financial measure. Each of LAHL and AP believe that ground cash
flow provides an important alternative measure with which to
monitor and evaluate LAHL's ongoing financial results, as well as
to reflect its acquisitions. The calculation of this financial
measure may be different from the calculations used by other
companies and comparability may therefore be limited. You should
not consider ground cash flow as an alternative or substitute for
AP's results. Our investor presentation which is available on our
website at www.landscapeacquisitionholdingslimited.com includes a
reconciliation of ground cash flows to the most comparable GAAP
measure.
Forward-Looking Statements and Disclaimers
Associated's financial information contained herein is derived
from Associated's historical financial statements (the "Associated
Historical Financial Statements"). Associated's Historical
Financial Statements have historically been prepared based on the
U.S. accounting standards and principles applicable to private
companies. Following the completion of the Transaction,
Associated's Historical Financial Statements will be revised to
comply with U.S. GAAP applicable to public companies (such revised
Associated Historical Financial Statements being referred to herein
as the "Public Company Financial Statements"). The Public Company
Financial Statements may differ materially from, and may not be
comparable to, Associated's Historical Financial Statements. In
addition, the Public Company Financial Statements may not be
reflective of, and may differ materially from, the financial
position or results of operations of Associated as set forth in the
Associated Historical Financial Statements.
This announcement does not constitute or form part of any offer
or invitation to purchase, otherwise acquire, issue, subscribe for,
sell or otherwise dispose of any securities, nor any solicitation
of any offer to purchase, otherwise acquire, issue, subscribe for,
sell, or otherwise dispose of any securities.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
Certain statements in this announcement are forward-looking
statements which are based on Landscape's expectations, intentions
and projections regarding the Company's future performance,
anticipated events or trends and other matters that are not
historical facts, including: (i) expectations regarding the
Transaction, including anticipated closing date and the
consideration; (ii) intentions regarding suspension and
re-admission of listing on the London Stock Exchange and
anticipated timing; (iii) intentions regarding changing its
jurisdiction of incorporation, filing a registration statement with
the SEC and relisting on a U.S.-based exchange; (iv) expectations
regarding the future operating and financial performance of
Associated; (v) expectations regarding Associated's growth
prospects and the Landscape team's role in its growth and expansion
plans; (vi) intentions to capitalize on strategic opportunities to
expand; (vii) expectations regarding the post-closing composition
of the board of directors and management team; (viii) expectations
regarding funding of the Transaction; and (ix) intentions to raise
additional proceeds from an equity issuance prior to closing and
expected use of such proceeds. These statements are not guarantees
of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements, including: (i) economic and market
conditions, competition, operating difficulties and other risks
that may affect Associated's future performance; (ii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive agreement entered
into among the parties thereto in connection with the transaction;
(iii) the risk that securities markets will react negatively to the
Transaction or other actions by Landscape, Associated and/or the
combined company after completion of the Transaction; (iv) the risk
that the Transaction disrupts current plans and operations as a
result of the announcement and consummation of the Transaction
described herein; (v) the ability to recognize the anticipated
benefits of the combination of Landscape and Associated and of the
combined company to take
advantage of strategic opportunities; (vi) costs related to the
Transaction; (vii) the limited liquidity and trading of Landscape's
securities; (viii) the ability of Landscape to successfully effect
re-admission on the London Stock Exchange and relisting on a
U.S.-based exchange in the anticipated timeframes; (ix)
Associated's ability to drive growth and the ability of
Associated's scalable origination platform to sustain such growth;
(x) Landscape's ability to receive anticipated funding from
Centerbridge Partners, L.P. and to raise additional proceeds on
acceptable terms; (xi) changes in applicable laws or regulations
(or the interpretation thereof); (xii) the possibility that
Landscape or Associated may be adversely affected by other
economic, business, and/or competitive factors; and (xiii) other
risks and uncertainties.
Given these risks and uncertainties, prospective investors are
cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of
such statements and, except as required by applicable law, neither
Landscape nor Associated undertake any obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise. Nothing in this
announcement constitutes or should be construed as constituting a
profit forecast.
This announcement contains inside information as defined in
article 7 of the Market Abuse Regulation (EU) No 596/2014.
About Landscape Acquisition Holdings Limited
Landscape Acquisition Holdings Limited (LSE: LAHL) is a
publicly-listed acquisition company that was formed in November
2017 to undertake an acquisition of a target company.
About AP WIP Investments Holdings, LP
In 2010, Associated began investing in the cell tower leases
from a headquarters in San Diego and has since expanded operations
to 25 locations around the globe. The Company's investment
portfolio is comprised of thousands of real property interests and
contractual interests in lease streams in 19 countries across
Europe, Australia, and North and South America.
About Centerbridge Partners, L.P.
Centerbridge Partners, L.P. is a private investment management
firm that employs a flexible approach across investment
disciplines, including private equity, credit and related
strategies, and real estate. The Firm was founded in 2005 and as of
September 30, 2019, has approximately $27 billion in capital under
management with offices in New York and London.
Investor Contacts
Brad Cohen
ICR, Managing Partner
Bcohen@icrinc.com
Media Contacts
Steve Lipin and Danielle Belopotosky
Gladstone Place Partners
+1 (212) 230-5930
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of this information may apply. For further information, please
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END
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