Item 1.01 Entry into a Material Definitive Agreement.
On April 21, 2022, AP WIP Holdings, LLC, a Delaware limited liability company
("AP WIP Holdings") and indirect subsidiary of Radius Global Infrastructure,
Inc. (the "Company"), entered into a subscription agreement (the "Subscription
Agreement") providing for the issuance of promissory certificates of up to
$165 million. The other parties to the Subscription Agreement are certain
subsidiaries of AP WIP Holdings as either asset companies, operating companies
or holding companies, each as a signatory thereto; AP Service Company, LLC, a
subsidiary of the Company, as servicer (the "Servicer"); the promissory
certificate holders party thereto; Midland Loan Services, a division of PNC
Bank, National Association, as backup servicer ("Midland"); and Deutsche Bank
Trust Company Americas, as collateral agent, calculation agent and paying agent
("DBTCA"). The Subscription Agreement provides for funding in the form of
promissory certificates. Midland, as an unrelated party to AP WIP Holdings, was
named as backup servicer in the event of a default by and termination of the
Servicer. The issuance of additional promissory certificates under the
Subscription Agreement requires a confirmation from Fitch Ratings, Inc. that the
additional issuances would not result in a rating downgrade, negative rating
outlook, or negative rating watch of the then-current rating of the promissory
certificates. The issuances provided pursuant to the Subscription Agreement are
structured as non-recourse to other collateral outside of AP WIP Holdings, its
subsidiaries, and its immediate parent company, AP WIP Domestic Investments III,
LLC.
In connection with entering into the Subscription Agreement, on April 21, 2022,
AP WIP Holdings borrowed $165.0 million, a portion of which was used to repay
all its outstanding obligations under the DWIP Loan and Security Agreement,
dated as of August 12, 2014, as amended, by and among AP WIP Holdings, as
borrower; certain subsidiaries of AP WIP Holdings as either asset companies,
operating companies or holding companies, each as a signatory thereto; the
Servicer; Midland, as backup servicer; Guggenheim Credit Services, LLC, as
successor agent to Guggenheim Corporate Funding, LLC, acting as administrative
agent for the lenders; and DBTCA, as collateral agent, calculation agent and
paying agent. Other than for the debt service reserve account, the remainder of
the proceeds from the Subscription Agreement may be used for general corporate
purposes within 30 days of closing and to acquire telecommunication
infrastructure-related contracts and sites.
AP WIP Holdings is the sole issuer under the terms of the Subscription
Agreement. AP WIP Domestic Investments III, a subsidiary of the Company, is a
guarantor of AP WIP Holdings' obligations under the Subscription Agreement. The
obligations of AP WIP Holdings under the Subscription Agreement are also secured
by the direct equity interests in AP WIP Holdings and each of its subsidiaries
along with all of the assets of AP WIP Holdings, its subsidiaries, and AP WIP
Domestic Investments III, LLC. The obligations are additionally secured by the
bank accounts of AP WIP Holdings. The obligations are senior in right of payment
to all other debt of AP WIP Holdings.
The Subscription Agreement provides that principal balances may be prepaid in
whole on any date, provided that a prepayment premium is paid equal to: (a) 3.0%
of the prepayment amount if the payment occurs on or prior to April 21, 2024;
(b) 2.0% of such amount if the payment occurs after April 21, 2024 and on or
prior to April 21, 2025; and (c) 1.0% of such amount if the payment occurs after
April 21, 2025 and on or prior to April 21, 2026.
The monthly fixed rate coupon under the Subscription Agreement is 3.64% per
annum. Interest and fees due under the Subscription Agreement are payable
monthly through the application of funds secured in a bank account controlled by
DBTCA, as the collateral agent. Customer collections from AP WIP Holdings'
lockbox are swept daily to the collection account. After receipt of a monthly
report prepared by the Servicer detailing issuance activity, borrowing
compliance, customer collections, and general reserve account required balances,
the collateral agent disburses funds from the collection account monthly for
interest, fees, deposits to the reserve account (if required), mandatory
prepayments (if required), and remaining amounts from the prior months'
collections to AP WIP Holdings. Fees equal to approximately 0.10% of the
$165.0 million issuance amount are payable to Midland and DBTCA, as applicable,
at closing.
Pursuant to the Subscription Agreement, AP WIP Holdings is subject to
restrictive covenants and other restrictions, including, among others, a
leverage cap of 9.75x eligible annual cash flow, compliance with a financial
ratio relating to interest coverage, and others pertaining to future
indebtedness and transfers of control of AP WIP Holdings.
The scheduled maturity date of the promissory certificates is five years from
the closing date.
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.
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Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
10.1† Subscription Agreement, dated as of April 21, 2022, by and among AP
WIP Holdings, LLC, as borrower, certain of its subsidiaries as Asset
Companies, Operating Companies signatory thereto and Holdings
Companies, AP Service Company, LLC, the Holders party thereto, Midland
Loan Services, a division of PNC Bank, National Association, as Backup
Servicer and Deutsche Bank Trust Company Americas, as Collateral
Agent, Calculation Agent and Paying Agent.
104 Inline XBRL for the cover page of this Current Report on Form 8-K.
† 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.
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