UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 21, 2021, AP WIP ArcCo Investments, LLC, a Delaware limited liability company (“AP WIP ArcCo Investments”) and subsidiary of Radius Global Infrastructure, Inc. (the “Company”), entered into a subscription agreement (the “Subscription Agreement”) providing for loans of up to €750 million, with the original subscribers and original holders party thereto, and GLAS USA LLC, as registrar, and AP WIP Investments, LLC, a Delaware limited liability company (“AP WIP Investments”) that is a subsidiary of the Company and the parent company of AP WIP ArcCo Investments, as guarantor. The Subscription Agreement provides for funding in the form of promissory certificates consisting of tranches in Euros, Pounds Sterling, and U.S. dollars.
AP WIP ArcCo Investments is the sole borrower under the terms of the Subscription Agreement. AP WIP Investments is a guarantor of AP WIP ArcCo Investments’s obligations under the Subscription Agreement and the obligations are also secured by the direct equity interests in AP WIP ArcCo Investments. The obligations are additionally secured by a debt service reserve account and escrow cash account of AP WIP ArcCo Investments available for making of incremental asset acquisitions as well as secured by direct equity interests and bank accounts of certain other subsidiaries of AP WIP ArcCo Investments. The obligations are senior in right of payment to all other debt of AP WIP ArcCo Investments. Payments under the Subscription Agreement will be made quarterly. There is no cross-default or cross-acceleration to any other senior secured debt of the Company. Principal under the Subscription Agreement may be prepaid in whole or in part on any date, subject to the payment of any applicable prepayment fee. Each tranche under the Subscription Agreement may include sub-tranches, whose promissory certificates may have a different interest rate or maturity date than other promissory certificates under the related tranche. AP WIP ArcCo Investments is subject under the Subscription Agreement to certain financial condition and testing covenants (such as interest coverage and leverage limits) as well as restrictive and operating covenants relating to, among others, future indebtedness and liens and other material activities of AP WIP ArcCo Investments and its affiliates.
The Company anticipates that, on or about January 13, 2022, AP WIP ArcCo Investments will borrow €225 million of the amount available under the Subscription Agreement in the form of a Class A-1 Tranche. In connection with this borrowing, $5 million will be funded to and is required to be held in a debt service reserve account. The initial Class A-1 Tranche balance is expected to accrue interest at a fixed annual rate of 3.21%, which will be payable quarterly. This initial Class A-1 Tranche balance matures approximately eight years from the funding date, at which time all outstanding principal will be required to be repaid.
The above description of the Subscription Agreement is a summary and is qualified in its entirety by reference to the text of the Subscription Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On December 21, 2021, the Company issued a press release announcing (i) the entry into (and expected funding under) the Subscription Agreement, (ii) the closing of the Series 4-A Tranche and Series 4-B Tranche described below in Item 8.01, and (iii) the completion of the redemption of the Company’s outstanding, but unexercised warrants. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 8.01 | Other Events. |
Additional Funding under Facility Agreement
On December 17, 2021, AP WIP International Holdings, LLC (“IWIP”), a subsidiary of the Company, borrowed additional funds under its facility agreement, dated October 24, 2017 by and among IWIP, as borrower, AP WIP Investments, as guarantor, Telecom Credit Infrastructure Designated Activity Company, as original lender, Goldman Sachs Lending Partners LLC, as agent, and GLAS Trust Corporation Limited, as security agent (the “Facility Agreement”), that provides for loans of up to £1.0 billion and providing for funding in the form of loans consisting of tranches in Euros, Pounds Sterling, Canadian dollars, Australian dollars and U.S. dollars.
The additional borrowings made under the Facility Agreement consisted of €97.2 million (“Series 4-A Tranche”) and £33.7 million (“Series 4-B Tranche”) and resulted in an increase in our outstanding debt thereunder of approximately $154.0 million. The Series 4-A Tranche and the Series 4-B Tranche loans are ten-year, interest-only notes that mature in October 2031 and accrue interest of 2.84% and 3.78% per annum, respectively. In connection with the Series 4-A Tranche and Series 4-B Tranche borrowings, the Facility Agreement was also amended as more fully set forth as Exhibit 10.2 to this Current Report on Form 8-K.
Warrant Redemption
Additionally, on December 17, 2021, the Company completed the previously announced redemption of all of its outstanding, unexercised warrants to purchase shares of the Company’s Class A common stock that had been issued under its Amended and Restated Warrant Instrument dated October 2, 2020. Prior to the redemption, 49.2 million warrants were exercised, resulting in the issuance of 16.4 million shares of Class A common stock, generating approximately $188.7 million of gross cash proceeds to the Company. Pursuant to the redemption, the Company redeemed 0.8 million warrants for a redemption price of $0.01 per warrant. After completing the redemption, the Company had 92.2 million shares of Class A common stock issued and outstanding.
| Item 9.01 | Financial Statements and Exhibits. |
| † | Certain schedules and exhibits have been omitted pursuant to Rule 601(a)(5) of Regulation S-K under the Securities Act. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RADIUS GLOBAL INFRASTRUCTURE, INC. | ||
| By: | /s/ Glenn J. Breisinger | |
| Name Glenn J. Breisinger | ||
| Title: Chief Financial Officer and Treasurer | ||
Date: December 22, 2021