Radius Global Infrastructure, Inc. (Nasdaq: RADI) (“Radius” or
the “Company”) today announced the pricing of $230 million
aggregate principal amount of 2.50% 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”). The aggregate principal amount of the offering was increased
from the previously announced offering size of $200 million. In
connection with the offering, Radius granted 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 $34.5 million aggregate principal amount of notes on the
same terms and conditions (the “Additional Notes”). The sale of the
Notes is scheduled to close on September 13, 2021, subject to
satisfaction of customary closing conditions.
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, and will pay
interest semi-annually in arrears at a rate of 2.50% per year.
Prior to the close of business on the business day immediately
preceding March 15, 2026, the Notes will be convertible only under
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 maturity date. The initial
conversion rate for the Notes will be 44.2087 shares per $1,000
principal amount of notes, which is equivalent to an initial
conversion price of approximately $22.62 per share, and will be
subject to adjustment upon the occurrence of certain events. The
initial conversion price represents a conversion premium of
approximately 30.0% over the last reported sale price of $17.40 per
share of Radius’s Class A common stock on the Nasdaq Global Market
on September 8, 2021. Radius will settle conversions of the Notes
by paying or delivering, as the case may be, cash, shares of
Radius’s Class A common stock, or a combination thereof, at
Radius’s election. Prior to September 20, 2024, the Notes will not
be redeemable. Radius may redeem all or any portion of the Notes,
at its option, on or after September 20, 2024 and before the 61st
scheduled trading day immediately preceding the maturity date, if
certain liquidity conditions are satisfied and the last reported
sale price of Radius’s Class A common stock has been at least 130%
of the conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading day
period ending on, and including, the trading day immediately
preceding the date on which Radius provides notice of redemption,
at a redemption price equal to 100% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest to, but
excluding, the redemption date. Holders of the Notes may require
Radius to repurchase their Notes upon the occurrence of a
fundamental change (as defined in the indenture governing the
Notes) at a purchase price equal to 100% of the principal amount
thereof plus accrued and unpaid interest to, but excluding, the
fundamental change repurchase date. In addition, Radius will under
certain circumstances increase the conversion rate for holders who
elect to convert their Notes in connection with the occurrence of a
fundamental change or if Radius issues a notice of redemption.
Radius estimates that the net proceeds from this offering will
be approximately $221.6 million, after deducting the initial
purchasers’ discount and estimated offering expenses payable by
Radius, and assuming no exercise of the initial purchasers’ option
to purchase the Additional Notes. Radius intends to use
approximately $28.9 million of the net proceeds from the offering
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.
If the initial purchasers exercise their option to purchase the
Additional Notes, Radius intends to use a portion of the resulting
additional net proceeds from the sale of the Additional Notes to
pay the cost of entering into additional capped call transactions
and the remainder of the net proceeds from the sale of the
Additional Notes 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 entered into
privately negotiated capped call transactions with one of the
initial purchasers and certain 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 upon conversion of the Notes in the event that the market
price of Radius’s Class A common stock is greater than the strike
price of the capped call transactions, which initially corresponds
to the initial conversion price of the Notes or approximately
$22.62 per share, with such reduction subject to a cap of the
capped call transactions. The cap price of the capped call
transactions will initially be $34.80 per share, which represents a
premium of 100% over the last reported sale price of Radius’s Class
A common stock on September 8, 2021, and is subject to certain
adjustments under the terms of the capped call transactions. 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 are being 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 offer and sale of 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 completion of the
offering, the expected amount and intended use of net proceeds from
the offering, 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 be able to satisfy the conditions to close
the sale of the Notes, whether the capped call transactions become
effective 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210908006187/en/
Investor Relations: Jason Harbes, CFA Email:
investorrelations@radiusglobal.com Phone: 1-484-278-2667
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