Radius Global Infrastructure Announces Proposed Offering of $200 Million of Convertible Senior Notes
September 07 2021 - 4:12PM
Business Wire
Radius Global Infrastructure, Inc. (Nasdaq: RADI) (“Radius” or
the “Company”) today announced its intention to offer, subject to
market conditions and other factors, $200 million aggregate
principal amount of convertible senior notes due 2026 (the “Notes”)
in a private placement to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). In
connection with the offering, Radius expects to grant to the
initial purchasers of the Notes an option to purchase, for
settlement within a 13-day period from the date of initial issuance
of the Notes, up to an additional $30 million aggregate principal
amount of notes on the same terms and conditions (the “Additional
Notes”).
The Notes will be fully and unconditionally guaranteed by APW
OpCo LLC, Radius’s majority-owned subsidiary, and will be senior,
unsecured obligations of Radius and APW OpCo LLC. Interest on the
Notes will be payable semi-annually in arrears. The Notes will be
convertible into cash, shares of Radius’s Class A common stock, or
a combination thereof, at Radius’s election. Prior to the close of
business on the business day immediately preceding March 15, 2026,
the Notes will become convertible only under certain circumstances
and during certain periods. Final terms of the Notes, including the
interest rate, the initial conversion rate, repurchase or
redemption rights and other terms, will be determined at the time
of pricing.
Radius intends to use a portion of the net proceeds from the
offering (including any additional proceeds resulting from the
exercise by the initial purchasers of their option to purchase the
Additional Notes) to pay the cost of certain capped call
transactions described below. Radius intends to use the remainder
of the net proceeds for general corporate purposes, including
acquisitions of real property interests and contractual rights
underlying wireless communications cell sites and other
telecommunications-related assets, other business opportunities,
capital expenditures, and working capital.
In connection with the pricing of the Notes, Radius expects to
enter into privately negotiated capped call transactions with one
or more financial institutions, which may include one or more of
the initial purchasers or their respective affiliates and/or other
financial institutions (the “Option Counterparties”). The capped
call transactions are expected generally to reduce the potential
dilution to Radius’s Class A common stock upon any conversion of
the Notes and/or offset any cash payments Radius is required to
make in excess of the principal amount of converted notes, with
such reduction and/or offset subject to a cap. If the initial
purchasers exercise their option to purchase the Additional Notes,
Radius expects to enter into additional capped call transactions
with the Option Counterparties.
Radius expects that, in connection with establishing their
initial hedge of the capped call transactions, the Option
Counterparties or their respective affiliates will purchase shares
of Radius’s Class A common stock and/or enter into various
derivative transactions with respect to Radius’s Class A common
stock concurrently with or shortly after the pricing of the Notes.
This activity could increase (or reduce the size of any decrease
in) the market price of Radius’s Class A common stock or the Notes
at that time.
In addition, the Option Counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivative transactions with respect to Radius’s
Class A common stock and/or purchasing or selling Radius’s Class A
common stock or selling Radius’s Class A common stock or other
securities in secondary market transactions following the pricing
of the Notes and prior to the maturity of the Notes (and are likely
to do so during any observation period related to a conversion of
the Notes). This activity could also cause or avoid an increase or
a decrease in the market price of Radius’s Class A common stock or
the Notes, which could affect the ability of noteholders to convert
the Notes, and, to the extent the activity occurs during any
observation period related to a conversion of the Notes, it could
affect the number of shares and value of the consideration that
noteholders will receive upon conversion of the Notes.
The Notes will be offered only to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A promulgated
under the Securities Act by means of a private offering memorandum.
The Notes, the related APW OpCo LLC guarantee, and the shares of
Radius’s Class A common stock issuable upon conversion of the
Notes, if any, have not been and will not be registered under the
Securities Act or the securities laws of any other jurisdiction
and, unless so registered, may not be offered or sold in the United
States except pursuant to an applicable exemption from such
registration requirements. This press release does not constitute
an offer to sell or the solicitation of an offer to buy securities
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is
unlawful.
About the Company
Radius Global Infrastructure, Inc., through its subsidiary AP
WIP Investments, LLC, is a multinational owner of a portfolio of
primarily triple net rental streams from wireless operators and
tower companies for properties underlying their mission 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, that are
subject to risks and uncertainties. For these statements, Radius
claims the protections of the safe harbor for forward-looking
statements contained in such Sections. These forward-looking
statements include statements regarding the anticipated terms of
the Notes being offered, the completion, timing and size of the
proposed offering, the intended use of net proceeds from the
offering, and the anticipated terms of, and the effects of entering
into, the capped call transactions described above. In some cases,
these forward-looking statements can be identified by the use of
forward-looking terminology, including the terms “believe,”
“expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,”
“should,” “may” 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 Radius’s
historical performance and on its current plans, estimates and
expectations in light of information available to it. Among the
important factors that Radius thinks could cause its actual results
to differ materially from those expressed in or contemplated by the
forward-looking statements include risks related to or associated
with whether Radius will consummate the offering on the expected
terms, or at all, whether Radius will enter into the capped call
transactions, the terms thereof and whether the capped call
transactions become effective, market conditions, including market
interest rates, the trading price and volatility of Radius’s Class
A common stock and risks relating to Radius’s business, including
those described in Radius’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2020 and in Radius’s subsequent
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
to, and does not intend to, update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20210907005865/en/
Investor Relations: Jason Harbes, CFA Email:
investorrelations@radiusglobal.com Phone: 1-484-278-2667
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