Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
| CUSIP No. 750481103 | SCHEDULE
13D | Page 2 of 10 |
| 1. |
NAME
OF REPORTING PERSON:
Magnetar Financial LLC |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS
OO |
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
5,494,610 |
EACH
REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
| WITH |
10. |
SHARED
DISPOSITIVE POWER
5,494,610 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,494,610 |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.68% |
| 14. |
TYPE
OF REPORTING PERSON
IA; OO |
| |
|
|
|
| CUSIP No. 750481103 | SCHEDULE
13D | Page 3 of 10 |
| 1. |
NAME
OF REPORTING PERSON:
Magnetar Capital Partners LP |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS
OO |
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
5,494,610 |
EACH
REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
| WITH |
10. |
SHARED
DISPOSITIVE POWER
5,494,610 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,494,610 |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.68% |
| 14. |
TYPE
OF REPORTING PERSON
HC; OO |
| |
|
|
|
| CUSIP No. 750481103 | SCHEDULE
13D | Page 4 of 10 |
| 1. |
NAME
OF REPORTING PERSON:
Supernova Management LLC |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS
OO |
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
5,494,610 |
EACH
REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
| WITH |
10. |
SHARED
DISPOSITIVE POWER
5,494,610 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,494,610 |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.68% |
| 14. |
TYPE
OF REPORTING PERSON
HC; OO |
| |
|
|
|
| CUSIP No. 750481103 | SCHEDULE
13D | Page 5 of 10 |
| 1. |
NAME
OF REPORTING PERSON:
David J. Snyderman |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS
OO |
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
| 6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America |
NUMBER
OF
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
5,494,610 |
EACH
REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
| WITH |
10. |
SHARED
DISPOSITIVE POWER
5,494,610 |
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,494,610 |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.68% |
| 14. |
TYPE
OF REPORTING PERSON
HC; IN |
| |
|
|
|
SCHEDULE
13D
| item 1. | security and issuer |
This
Schedule 13D (this “Statement”) relates to the Class A common stock, $0.0001 par value (the “Shares”),
of RADIUS GLOBAL INFRASTUCTURE, INC., a company incorporated in Delaware (the “Company”). The principal executive
offices of the Company is 3 Bala Plaza East, Suite 502, Bala Cynwyd, PA 19004.
| Item 2. | identity and background |
(a) The
persons filing this Statement are Magnetar Financial LLC, a Delaware limited liability company (“Magnetar
Financial”), Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital
Partners”), Supernova Management LLC, a Delaware limited liability company (“Supernova Management”),
and David J. Snyderman (“Mr. Snyderman”) (collectively, the “Reporting
Persons”).
This Statement relates to
Shares held for the accounts of each of (i) Magnetar PRA Master Fund Ltd, a Cayman Islands exempted company (“PRA Master Fund”),
and (ii) Magnetar Systematic Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company, (“Systematic Master Fund, collectively
(the “Funds”).
Magnetar Financial is a Securities
and Exchange Commission (“SEC”) registered investment adviser under Section 203 of the Investment Advisers Act
of 1940, as amended, and manager of investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of
the Funds. In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the accounts of each of
the Funds. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management
is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman.
(b) The
business address of each of the Reporting Persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c) Each
of the Funds is a private investment fund; Magnetar Financial is a privately-held SEC registered investment adviser and manager of investment
funds and managed accounts; Magnetar Capital Partners is a privately-held limited partnership and serves as the sole member and parent
holding company of Magnetar Financial; Supernova Management is a privately-held limited liability company and is the general partner
of Magnetar Capital Partners; and Mr. Snyderman is a citizen of the United States of America, manager of Supernova Management and
Chief Executive Officer of Magnetar Financial.
(d) None
of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None
of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
(f) Magnetar
Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is
a Delaware limited liability company. Mr. Snyderman is a citizen of the United States of America.
| Item 3. | source and amount of funds or other consideration |
The aggregate amount of funds
used by the Reporting Persons in purchasing the 5,494,610 Shares reported herein on behalf of the Funds have come directly from the assets
of the Funds, which may at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The
aggregate amount of funds used by the Reporting Persons in purchasing the Shares on behalf of the Funds was $79,857,164.66 (excluding
commissions and other execution-related costs).
| ITEM 4. | PURPOSE OF TRANSACTION |
The Reporting Persons acquired
the 5,494,610 Shares reported herein on behalf of the Funds after the public announcement of the Merger Agreement (as defined below) for
purposes of receiving the merger consideration described below upon consummation of the Merger (as described below).
Each of the Reporting Persons
reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise,
to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect
to any or all of the matters referred to in this Item 4.
Other than as described above
in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified
in clauses (a) through (j) of Item 4 to Schedule 13D.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
The Company reported in their
Form 10-K filed on March 1, 2023 that 96,737,628 Shares outstanding as of February 23, 2023.
(a) As
of the close of business March 7, 2023, each of the Reporting Persons may have been deemed to have beneficial ownership of 5,494,610
Shares, which consisted of (i) 4,668,894 Shares held for the benefit of PRA Master Fund and (ii) 825,716 Shares held for the
benefit of Systematic Master Fund, and all such Shares represented beneficial ownership of approximately 5.68% of the Shares.
(b) As
of the close of business March 7, 2023, each of the Reporting Persons may have been deemed to share the power to vote and direct
the disposition of 5,494,610 Shares, which consisted of (i) 4,668,894 Shares held for the benefit of PRA Master Fund and (ii) 825,716
Shares held for the benefit of Systematic Master Fund and all such Shares represented beneficial ownership of approximately 5.68% of
the Shares.
(c) Except
as set forth on Schedule A attached hereto and Item 6, the Funds had no transactions in the Shares during the 60 days preceding
the date of filing of this Statement. All of the transactions set forth on Schedule A attached hereto were effected in the ordinary
course of business of Magnetar Financial for the accounts of each of the Funds. The transactions in the Shares set forth on Schedule
A were effected in open market transactions on the NASDAQ and various other trading markets.
As disclosed by the Company in the 8-K filed with the SEC on March 2,
2023:
On
March 1, 2023, Radius Global Infrastructure, Inc., a Delaware corporation (the “Company” or “we”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with APW OpCo LLC, a Delaware limited liability
company (“OpCo”), Chord Parent, Inc., a Delaware corporation (“Parent”), Chord Merger Sub I, Inc.,
a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), and Chord Merger Sub II, LLC, a Delaware
limited liability company and a wholly owned subsidiary of Merger Sub I (“Merger Sub II” and, together with Parent
and Merger Sub I, the “Parent Parties”).
(d) No
other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons.
Item
6. contracts,
arrangements, understandings or relationships with respect to the securities of the issuer
Pursuant to Rule 13d-1(k)(1) promulgated
under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint
filing of this Statement, and any amendment or amendments hereto.
Except as otherwise described herein, no contracts, arrangements, understandings
or similar relationships exist with respect to the securities of the Company among or between the Reporting Persons or any other person
or entity.
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 8,
2023
| |
magnetar
financial llc |
| |
|
| |
By: |
Magnetar
Capital Partners LP, its Sole Member |
| |
By: |
Supernova
Management LLC, its General Partner |
| |
|
| |
By: |
/s/
Hayley Stein |
| |
Name: |
Hayley
Stein |
| |
Title: |
Attorney-in-fact
for David J. Snyderman, Manager of Supernova Management LLC |
| |
|
| |
magnetar
capital partners LP |
| |
|
| |
By: |
Supernova
Management LLC, its General Partner |
| |
|
| |
By: |
/s/
Hayley Stein |
| |
Name: |
Hayley
Stein |
| |
Title: |
Attorney-in-fact
for David J. Snyderman, Manager of Supernova Management LLC |
| |
|
| |
supernova
management llc |
| |
|
| |
By: |
/s/
Hayley Stein |
| |
Name: |
Hayley
Stein |
| |
Title: |
Attorney-in-fact
for David J. Snyderman, Manager |
| |
|
| |
DAVID
J. SNYDERMAN |
| |
|
| |
By: |
/s/
Hayley Stein |
| |
Name: |
Hayley
Stein |
| |
Title: |
Attorney-in-fact
for David J. Snyderman |
SCHEDULE A
Funds
| Date | |
Number of Shares Bought | | |
Price Per Share($) (1)(2) | |
| 3/2/2023 | |
| 3,881,080 | | |
| 14.53144 | (3) |
| 3/3/2023 | |
| 1,425,065 | | |
| 14.57329 | (4) |
| 3/6/2023 | |
| 188,465 | | |
| 14.55399 | (5) |
(1) Excludes commissions
and other execution-related costs.
(2) Upon request by the staff of the Securities and
Exchange Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will
be provided.
(3) Reflects a weighted average purchase
price of $14.53144 per share, at prices ranging from $14.47 to $14.59 per share.
(4) Reflects a weighted average purchase
price of $14.57329 per share, at prices ranging from $14.53 to $14.55 per share.
(5) Reflects a weighted average purchase price
of $14.55399 per share, at prices ranging from $14.54 to $14.58 per share.
EXHIBIT INDEX
