Landscape Acquisition Holdings Limited Completes Acquisition of AP WIP Investments Holdings, LP
Landscape has been renamed Digital Landscape Group, Inc.
TORTOLA, British Virgin Islands - February 10, 2020 - Landscape Acquisition Holdings Limited (LSE: LAHL) ("Landscape" or the "Company") announced today that it has completed its acquisition of AP WIP Investments Holdings, LP ("AP Wireless") from Associated Partners, LP ("Associated Partners") for approximately US$860 million consisting of cash, shares and assumption of debt (the "Transaction"). AP Wireless is one of the largest international aggregators of rental streams underlying wireless sites through the acquisition of wireless telecom real property interests and contractual rights. With the closing of this Transaction, Landscape will be renamed Digital Landscape Group, Inc.
In connection with the Transaction, the Company consummated a private placement of US$100 million at US$10.00 per ordinary share to entities affiliated with Centerbridge Partners, L.P. As a result of the Transaction and the private placement, the Company believes that it is well-positioned to pursue strategic opportunities.
Mike Fascitelli, Co-Founder and Co-Chairman of Landscape, said, "The completion of this acquisition is an important milestone in the continuation of AP Wireless' growth story. Noam Gottesman and I are proud to partner with Bill Berkman, his management team and the entire AP Wireless organization. Furthermore, with an attractive portfolio of diversified assets, a proven track record of origination and capital to deploy, we believe that we are well-positioned to build long-term value for our shareholders."
Mr. Berkman, Landscape's Chief Executive Officer and Co-Chairman, said, "We are excited to partner with Mike and Noam in the continued core growth of AP Wireless and to pursue strategic opportunities in adjacent digital infrastructure businesses and assets worldwide."
As of December 31, 2019, AP Wireless had in-place annualized revenue pursuant to existing lease agreements of US$62.1 million.
With the closing of this Transaction, the Company has changed the composition of its Board of Directors. Bill Berkman and Mike Fascitelli will serve as co-chairmen. Noam Gottesman, Landscape's Co-Founder, will continue to serve as a non-executive director. Additionally, Nick Advani (former Partner, Goldman Sachs & Co. LLC), Antoinette Bush (Executive Vice President and Global Head of Government Affairs, News Corp.), Paul A. Gould (Managing Director, Allen & Company, LLC), Thomas King (Operating Partner, Atlas Merchant Capital LLC) and William D. Rahm (Senior Managing Director, Centerbridge Partners, L.P.) have been appointed to the Board as non-executive directors. Non-founder directors Lord Myners of Truro CBE, Jeremy Isaacs CBE and Guy Yamen have resigned their positions from the Board.
Trading of the Company's ordinary shares and warrants on the London Stock Exchange remain suspended following the announcement of the transaction in November 2019. The Company is currently seeking re-admission of its ordinary shares and warrants to a standard listing on the Official List and trading on the London Stock Exchange. Following re-admission, the Company intends to pursue a listing of its equity securities on a U.S.-based stock exchange.
Credit Suisse acted as the lead capital markets and financial advisor alongside Evercore, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC. Greenberg Traurig is acting as legal advisor to Landscape on the Transaction. Cravath, Swaine & Moore and Skadden, Arps, Slate, Meagher & Flom are acting as legal advisors to Associated Partners and AP Wireless. Ropes & Gray acted as legal advisor to Centerbridge Partners, L.P.
About Digital Landscape Group, Inc.
In 2010, AP Wireless began investing in the cell tower leases from a headquarters in San Diego and has since expanded operations to 21 locations around the globe. As of 31 December 2019, AP Wireless had interests in the revenue stream of approximately 6,100 assets that were situated on approximately 4,600 different communications sites located throughout the United States and 18 other countries. www.digitallandscapegroup.com
The acquisition was completed pursuant to a merger of the Company's wholly owned subsidiary, LAH Merger Sub LLC, with and into APW OpCo LLC, the sole member of AP Wireless, with APW OpCo LLC surviving such merger as a majority owned subsidiary of the Company. Following completion of the acquisition by the Company of AP Wireless via the merger, the Company owns 91.8 per cent of APW OpCo, with certain partners of Associated Partners who were members of APW OpCo immediately prior to the Closing Date and elected to rollover their investment in APW OpCo in connection with the Transaction owning the remaining 8.2 per cent interest in APW OpCo. Certain securities of APW OpCo that will be issued and outstanding following completion of the Merger will be subject to time and performance vesting conditions. In addition, securities of APW OpCo (except those held by Landscape) are exchangeable for Ordinary Shares. If all APW OpCo securities have vested and no securities have been exchanged for Ordinary Shares, the Company will own 82.7 per cent of APW OpCo.
About Centerbridge Partners, L.P.
Centerbridge Partners, L.P. is a private investment management firm that employs a flexible approach across investment disciplines, including private equity, credit and related strategies, and real estate. The Firm was founded in 2005 and as of December 31, 2019, has approximately $27 billion in capital under management with offices in New York and London.
Forward-Looking Statements and Disclaimers:
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding the Company's future performance, anticipated events or trends and other matters that are not historical facts, including: (i) expectations regarding the transaction; (ii) expectations regarding the Company's growth prospects, ability to deploy capital and build shareholder value; (iii) intentions to capitalize on strategic opportunities to expand; (iv) anticipated timing of re-admission of the Company's ordinary shares and warrants to trading on the London Stock Exchange; and (v) intentions regarding completion of a primary listing on a U.S. based stock exchange.
These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including: (i) economic and market conditions, competition, operating difficulties and other risks that may affect the Company's future performance; (ii) the risk that securities markets will react negatively to the transaction or other actions by the combined company after completion of the transaction; (iii) the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction described herein; (iv) the ability to recognize the anticipated benefits of the transaction and of the combined company to take advantage of strategic opportunities; (v) the limited liquidity and trading of the Company's securities; (vi) the ability of the Company to successfully effect re-admission on the London Stock Exchange and relisting on a U.S.-based stock exchange in the anticipated timeframes; (vii) the Company's ability to drive growth and the ability of the Company's scalable origination platform to sustain such growth; (viii) the Company's ability to raise capital on acceptable terms; (ix) changes in applicable laws or regulations (or the interpretation thereof); (x) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and (xiii) other risks and uncertainties. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Nothing in this announcement constitutes or should be construed as constituting a profit forecast.
This announcement contains inside information as defined in article 7 of the Market Abuse Regulation (EU) No 596/2014.
ICR, Managing Partner
Steve Lipin and Danielle Belopotosky
Gladstone Place Partners
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