Radius Global Infrastructure, Inc. (NASDAQ: RADI), (“Radius”),
EQT and Public Sector Pension Investment Board (“PSP”) announced
today that they have entered into a definitive agreement under
which EQT Active Core Infrastructure and PSP will indirectly
acquire Radius for $15.00 per share in cash, representing a total
enterprise value of approximately $3.0 billion.
Radius is a leading global aggregator of real property interests
underlying wireless telecommunications cell sites and other digital
infrastructure assets. EQT is a purpose-driven global investment
organization. PSP is one of Canada’s largest pension investment
managers.
The purchase price represents a premium of 28% over the
unaffected closing price of Radius shares on February 24, 2023, and
a premium of 31% to the volume-weighted average price of Radius
shares over the last 90 days.
“This transaction is both an exciting next step for Radius and a
great outcome for shareholders as it provides compelling value,”
said Bill Berkman, Co-Chairman and CEO of Radius. “Partnering in a
private capital context with EQT and PSP, both of which have
significant expertise in communications infrastructure, will enable
Radius to accelerate origination activity and further invest in
both geographic expansion and adjacent asset opportunities. I want
to thank the incredible Radius team for their commitment and
success in building the platform we have today. With EQT and PSP’s
support, we will continue to be a strong and collaborative partner
for our tenants as we continue to grow Radius as the premier global
aggregator and owner of digital infrastructure-oriented real
property assets.”
Alex Greenbaum, Partner within EQT Active Core Infrastructure’s
Advisory Team, said, “Radius is one of the market leaders in the
aggregation of digital infrastructure sites and we believe it will
benefit from long-term tailwinds supported by growing demand for
data. This acquisition aligns directly with EQT Active Core
Infrastructure’s investment criteria and thematic approach to
investing - Radius’ strong cash flows, sticky customer base,
geographically diverse portfolio and inflation protection make the
Company a strong fit for the fund. We look forward to partnering
with the entire Radius team as they continue their strong growth
trajectory.”
“PSP is thrilled to participate in this exciting acquisition of
Radius Global Infrastructure,” said Patrick Charbonneau, Senior
Managing Director and Global Head of Infrastructure Investments at
PSP. “Radius is a strong fit with PSP’s portfolio and mandate given
it has inflation-adjusted contracted income, little exposure to
GDP, and substantial growth opportunities linked to demand for
digital services. I want to thank EQT who brings valuable expertise
to help this partnership reach its full potential and I look
forward to working with the excellent management team at Radius to
support their continued delivery of value-accretive products to
their customers.”
Transaction Approvals and Timing
The Radius Board of Directors, upon the recommendation of a
Transaction Committee comprised of independent directors, has
unanimously approved the transaction, and the transaction is not
subject to a financing condition. It is expected to close in the
third quarter of 2023, subject to satisfaction of customary closing
conditions including the receipt of certain regulatory approvals
and approval by Radius shareholders, as well as certain other
conditions related to Radius’ indebtedness and available cash.
Radius has obtained consents to the transaction from certain of its
lenders. Certain Radius shareholders, including Mr. Berkman,
Centerbridge Partners, L.P., Imperial Landscape Sponsor LLC, TOMS
Acquisition II LLC and their respective affiliated entities, as
applicable, have entered into agreements to vote their combined 21%
ownership in favor of the transaction.
Upon completion of the transaction, Radius will be a privately
held company indirectly wholly owned by EQT Active Core
Infrastructure and PSP, as well as Radius management. Radius shares
will no longer be listed on any public securities exchange. Radius
will retain its name and brand and will continue to be operated by
its existing management team and employees worldwide.
Advisors
Citi is serving as lead financial advisor, Goldman Sachs &
Co. LLC is serving as financial advisor and Cravath, Swaine &
Moore LLP is serving as legal advisor to Radius. Barclays is
serving as financial advisor and Morris, Nichols, Arsht &
Tunnel LLP is serving as legal advisor to the Transaction Committee
of the Board of Directors of Radius.
Morgan Stanley & Co. LLC and Simpson Thacher & Bartlett
LLP are serving as financial and legal advisors, respectively, to
EQT Active Core Infrastructure. Evercore and Weil, Gotshal &
Manges LLP are serving as financial and legal advisors,
respectively, to PSP.
Earnings Announcement
Radius will release fourth quarter and full year 2022 financial
results later today.
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 of December 31, 2022, Radius had
interests in the revenue streams of approximately 9,188 assets that
were situated on approximately 7,024 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 $157.6 million.
For more information, please visit www.radiusglobal.com.
About EQT
EQT is a purpose-driven global investment organization with EUR
113 billion in 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 $230.5
billion of net assets under management as at March 31, 2022. 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, visit www.investpsp.com or follow us on
Twitter and LinkedIn.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or constitute a
solicitation of any vote or approval.
In connection with the proposed transaction, Radius will file
with the Securities and Exchange Commission (the “SEC”) a proxy
statement on Schedule 14A. Promptly after filing its definitive
proxy statement with the SEC, Radius intends to mail the definitive
proxy statement and a proxy card to each shareholder entitled to
vote at the special meeting relating to the proposed transaction.
INVESTORS AND SHAREHOLDERS OF RADIUS ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND
OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTION THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Shareholders will be able to obtain free
copies of the proxy statement and other documents containing
important information about the Company once such documents are
filed with the SEC, through the website maintained by the SEC at
http://www.sec.gov. The proxy statement and other documents (when
available) can also be obtained free of charge from Radius by
directing a request to Radius’s Investor Relations at
investorrelations@radiusglobal.com or by calling
1-484-278-2667.
PARTICIPANTS IN SOLICITATION
Radius and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from Radius’s
shareholders in connection with the proposed transaction.
Information about the directors and executive officers of Radius is
set forth in our SEC filings and on our website. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement and
other relevant materials to be filed with the SEC when they become
available.
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 (the
“Securities Act”), 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, results of operations,
plans and objectives, macroeconomic conditions and our proposed
transaction with 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 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, 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 and liquidity. 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 those expressed in or
contemplated by the forward-looking statements 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: our
proposed transaction with EQT and PSP may not be completed in a
timely manner or at all, including the risk that any required
antitrust and foreign direct investment approvals are not obtained,
are delayed or are subject to unanticipated conditions that could
adversely affect us or the expected benefits of the proposed
transaction or that the approval of our shareholders is not
obtained; the failure to realize the anticipated benefits of the
proposed transaction; the possibility that any or all of the
various conditions to the consummation of the proposed transaction
may not be satisfied or waived, including the failure to receive
any required antitrust and foreign direct investment approvals from
any applicable governmental entities (or any conditions,
limitations or restrictions placed on such approvals) and to
satisfy conditions related to there being no event of default under
certain of Radius’s existing debt facilities and Radius having a
specified minimum cash balance at closing; the occurrence of any
event, change or other circumstance that could give rise to the
termination of the proposed transaction, including in circumstances
that would require us to pay a termination fee or other expenses;
the effect of the announcement or pendency of the proposed
transaction on our ability to retain and hire key personnel, our
ability to maintain the relationships with its customers, suppliers
and others with whom it does business, or its operating results and
business generally; risks related to diverting management’s
attention from our ongoing business operations; the risk that
shareholder litigation in connection with the proposed transaction
may result in significant costs of defense, indemnification and
liability; 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 outside the
U.S., 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, 2021 and in our
subsequent filings under the Exchange Act.
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version on businesswire.com: https://www.businesswire.com/news/home/20230301005725/en/
Radius Global: Investor
Relations: Jason Harbes, CFA Email:
investorrelations@radiusglobal.com Phone: 1-484-278-2667
Media: FGS Global George Sard/Jared
Levy/Jim Barron Email: RadiusGlobal@fgsglobal.com Phone:
1-212-687-8080 EQT: US:
Stephanie Greengarten Email: stephanie.greengarten@eqtpartners.com
Phone: 1-646-687-6810 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
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