Public Sector Pension Investment Board, EQT Active Core Infrastructure, a fund managed by EQT AB (OM:EQT) and management of Radius Global Infrastructure, Inc. entered into a definitive agreement to acquire Radius Global Infrastructure, Inc. from Bill Berkman, Centerbridge Partners, L.P., Imperial Landscape Sponsor Llc, Toms Acquisition Ii Llc and others for $1.6 billion.
The transaction is subject to satisfaction of customary closing conditions including the receipt of certain regulatory approvals, the termination or expiration of any waiting periods and receipt of approvals under applicable antitrust and foreign investment laws without the imposition of a Burdensome Condition, and approval by Radius shareholders, as well as certain other conditions related to Radius? indebtedness and minimum unrestricted cash balance of $210 million. The Radius Board of Directors, upon the recommendation of a Transaction Committee comprised of independent directors, has unanimously approved the transaction. Radius has obtained consents to the transaction from certain of its lenders. The transaction is not subject to a financing condition. As of June 8, 2023, the European Commission has approved the transaction. The transaction is expected to close in the third quarter of 2023.
Citigroup Global Markets Inc. acted as lead financial advisor, Goldman Sachs & Co. LLC acted as financial advisor and Tatiana Lapushchik, C. Daniel Haaren, Andrew T. Davis, Eric W. Hilfers, Matthew J. Bobby, Matthew Morreale, Jesse M. Weiss, Benjamin G. Joseloff, Joyce Law, Thomas E. Dunn, Matthew L. Ploszek and Jin-Kyu Baek of Cravath, Swaine & Moore LLP acted as legal advisors to Radius. Barclays acted as financial advisor and Jeffrey R. Wolters and Eric S. Klinger-Wilensky of Morris, Nichols, Arsht & Tunnel LLP acted as legal advisors to the Transaction Committee of the Board of Directors of Radius. Morgan Stanley & Co. LLC acted as financial advisor and Robert Langdon, Michael T. Holick, Mark Myott, Brian Steinhardt, Eli Isak, Andrew Bechtel, Robert Lee, Vandana Harris, David Rubinsky, Caitlin Lucey, Benjamin Rippeon, William Smolinski, Hui Lin, Lori Lesser, Sara Razi, Antonio Bavasso, Josh Buckland, Timothy Mulvihill, Timothy Gallagher, Dennis Loiacono and Jonathan Lindabury of Simpson Thacher & Bartlett LLP acted as legal advisors to EQT Active Core Infrastructure. Qazi Fazal and Jason Lee of Evercore and Trey Muldrow, Jenna McBain, Douglas P. Warner, Adé Heyliger, Aimee Adler, Andrew J. Colao, Gary D. Friedman, Greg Featherman, Howard B. Dicker, Miranda S. Schiller, Alexis Brown-Reilly, Damian Petrovic, Stefania Di Trolio Venezia, Alexis Brown-Reilly, Nick Fortune, Ariel Fliman and Vadim M. Brusser of Weil, Gotshal & Manges LLP acted as financial and legal advisors, respectively, to PSP. Barclays Capital Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC acted as fairness opinion providers to Radius. Radius has agreed to pay Citi for its services in connection with the mergers an aggregate fee of approximately $21,300,000, of which $2,500,000 was payable upon delivery of Citi?s opinion to the Company Board and the remainder is payable contingent upon consummation of the Mergers. The Company may pay Citi an additional discretionary fee of up to $5,000,000 based upon the Company Board?s assessment of Citi?s work in connection with its engagement. The engagement letter between Radius and Goldman Sachs provides for a transaction fee of $8,000,000 all of which is contingent upon consummation of the Mergers. Innisfree M&A acted as information agent to Radius Global. Radius Global will pay a $0.03 million as a fee to Innisfree M&A Inc. Computershare Trust Company acted as transfer agent to Radius Global. Howard L. Ellin and June S. Dipchand of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Bill Berkman. Davis Polk & Wardwell LLP acted as legal advisor to Management of Radius Global Infrastructure.