UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2022

OR

Commission File Number 001-39568

Radius Global Infrastructure, Inc.

(Exact name of Registrant as specified in its Charter)

Registrant’s telephone number, including area code: (610) 660-4910

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒    No ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes ☐    No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒    No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).  Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.   ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).   ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐    No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of June 30, 2022 was $1,162.3 million, based on the closing price of the Registrant’s Class A Common Stock as reported on the Nasdaq Global Market on the last business day of the registrant’s most recently completed second fiscal quarter. There currently is no established public trading market for the registrant’s Class B Common Stock.

As of February 23, 2023, the number of outstanding shares of the Registrant’s Class A Common Stock and Class B Common Stock was 96,737,628 and 11,346,629, respectively.

Documents Incorporated by Reference

Table of Contents

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FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this Annual Report on Form 10-K (this “Form 10-K”) within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to risks and uncertainties. For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. 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,” “will,” or similar expressions, their negative or other variations or comparable terminology.

Forward-looking statements are based on current beliefs, assumptions and expectations based upon our historical performance and on our current plans, estimates and expectations in light of information available to us. Any forward-looking statement speaks only as of the date on which it is made. Except as required by law, we are not obligated to, and do not intend to, publicly update or revise any forward-looking statements made herein after the date of this Form 10-K, whether as a result of new information, future events or otherwise. Forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity and proposed transaction with affiliates of EQT and Public Sector Pension Investment Board (“PSP”). Actual results may differ materially from those set forth in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

Certain important factors that we think could cause our actual results to differ materially from expected results are summarized below. Other factors besides those listed could also adversely affect us. We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for management to predict all such risks and uncertainties or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Important factors that could cause our actual results to differ materially from those indicated in these statements include, but are not limited to:

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The risks included here are not exhaustive. Other sections of this Form 10-K may include additional factors that could adversely affect our business and financial performance. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. 

References in this Form 10-K to “Radius,” the “Company,” “we,” “our,” or “us” mean Radius Global Infrastructure, Inc. together with its subsidiaries except where the context otherwise requires. Any capitalized terms not otherwise defined above have been defined elsewhere in this Form 10-K.

Information contained on or made available through our website or other websites mentioned in this Form 10-K is not incorporated into and is not a part of this Form 10-K, and any references to our website are intended to be inactive textual references only.

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Summary of Risk Factors.

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, liquidity, results of operations and prospects. These risks are discussed more fully in Item 1A. Risk Factors. These risks include, but are not limited to, the following:

Risks Relating to our Pending Acquisition by EQT and PSP

Risks Relating to our Industry

Risks Relating to our Business

Risks Relating to our Financial Performance or General Economic Conditions

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Risks Relating to Laws and Regulation

Risks Relating to our Securities

General Risk Factors

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PART I

Item 1. Business.

Our Company

Radius Global Infrastructure, Inc. (“Radius” or the “Company”) is a holding company with no material assets other than cash and its limited liability company interests in APW OpCo LLC (“APW OpCo”), a Delaware limited liability company and the sole limited partner of AP WIP Investments Holdings, LP (“AP Wireless”), which in turn is the direct parent of AP WIP Investments, LLC. Radius was originally incorporated under the laws of the British Virgin Islands on November 1, 2017, then known as Landscape Acquisition Holdings Limited (“Landscape”), which was formed to undertake an acquisition of a target company or business. On November 20, 2017, the ordinary shares (the “Ordinary Shares”) and warrants to purchase Ordinary Shares (the “Warrants”) of Landscape were admitted to listing on the London Stock Exchange (“LSE”), and Landscape raised approximately $500 million before expenses through its initial placement of 48,400,000 Ordinary Shares and the Warrants on November 20, 2017 and a private subscription by Noam Gottesman and Michael D. Fascitelli for 1,600,000 shares of preferred stock, par value $0.0001 per share, of the Company designated as “Series A Founder Preferred Stock” (the “Series A Founder Preferred Stock”).

On February 10, 2020 (the “Closing Date”), Landscape completed the acquisition of AP Wireless from Associated Partners, LP, a Guernsey limited partnership and was renamed Digital Landscape Group, Inc. On October 2, 2020, the Company effected a discontinuance under Section 184 of the BVI Business Companies Act, 2004, as amended, and a domestication under Section 388 of the General Corporation Law of the State of Delaware, pursuant to which the Company’s jurisdiction of incorporation was changed from the British Virgin Islands to the State of Delaware (the “Domestication”). Effective upon the Domestication, the Company was renamed “Radius Global Infrastructure, Inc.” On October 2, 2020, in connection with the Domestication, the Company delisted its Ordinary Shares and Warrants from trading on the LSE and on October 5, 2020 began trading its shares of shares of Class A common stock, par value $0.0001 (the “Class A Common Stock”) on the Nasdaq Global Market under the symbol “RADI”.

AP Wireless was established as a U.S. cell site lease aggregator in 2010 and made its first foreign lease investment in November of 2011. As of December 31, 2022, AP Wireless held assets in, a total of 20 jurisdictions in addition to the United States. We believe that AP Wireless has been a “first mover” in many of these jurisdictions; that is, until its market entry no other parties were engaged in the systematic aggregation of cell site leases in any kind of scale.

Pending Acquisition by EQT and PSP

On March 1, 2023, the Company and APW OpCo entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Chord Parent, Inc., a Delaware corporation (“Parent”), Chord Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), and Chord Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Merger Sub I (“Merger Sub II” and, together with Parent and Merger Sub I, the “Parent Parties”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (a) Merger Sub II will be merged with and into APW OpCo (the “OpCo Merger”), with APW OpCo surviving the OpCo Merger as a subsidiary of Parent and the Company (the “Surviving LLC”), and (b) Merger Sub I will be merged with and into the Company, (the “Company Merger” and, together with the OpCo Merger, the “Mergers”), with the Company surviving the Company Merger as a subsidiary of Parent.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Company Merger (the “Company Merger Effective Time”), (a) each share of Class A Common Stock issued and outstanding immediately prior to the Company Merger Effective Time, except as otherwise specified in the Merger Agreement, will be converted into the right to receive $15.00 per share in cash (the “Merger Consideration”), (b) each share of Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), issued and outstanding immediately prior to the Company Merger Effective Time will be canceled for no consideration, (c) each share of Series A Founder Preferred Stock, issued and outstanding immediately prior to the Company Merger Effective Time will be converted into the right to receive the Merger Consideration and (d) each share of preferred stock, par value $0.0001 per share, of the Company designated as “Series B Founder Preferred Stock” (the “Series B Founder Preferred Stock” and together with the Series A Founder Preferred Stock, the “Founder Preferred Stock”), issued and outstanding immediately prior to the Company Merger Effective Time will be canceled for no consideration.

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In addition, on the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the OpCo Merger (the “OpCo Merger Effective Time”), (a) each unit of limited liability company interests of APW OpCo designated as “Class A Common” units (“Class A Common Units”) under the Second Amended and Restated Limited Liability Company Agreement of APW OpCo, dated as of July 31, 2020 (the “OpCo LLC Agreement”), issued and outstanding immediately prior to the OpCo Merger Effective Time will be converted into one unit of limited liability company interests in the Surviving LLC, (b) each unit of limited liability company interests of APW OpCo designated as “Class B Common” units (“Class B Common Units”) under the OpCo LLC Agreement  issued and outstanding immediately prior to the OpCo Merger Effective Time, except as otherwise specified in the Merger Agreement, will be converted into the right to receive the Merger Consideration and (c) the single unit of limited liability company interests of APW OpCo designated as the “Carry Unit” under the OpCo LLC Agreement will be canceled for no consideration.

If the Merger Agreement is terminated under certain specified circumstances, the Company or Parent will be required to pay a termination fee.  The Company will be required to pay Parent a termination fee of $52 million under specified circumstances, including if the Company terminates the Merger Agreement to enter into a Superior Proposal (as defined in the Merger Agreement) or Parent terminates the Merger Agreement because the Company’s Board of Directors (the “Board”) has made an Adverse Recommendation Change (as defined in the Merger Agreement).  Parent will be required to pay the Company a termination fee of $103 million under specified circumstances, including if the Company terminates the Merger Agreement as a result of Parent’s material breach of the Merger Agreement or Parent’s failure to close the Mergers by the later of (a) five business days after all closing conditions have been satisfied and (b) five business days following the Company’s delivery of a written notice to Parent that all of Parent’s closing conditions have been satisfied or waived and the Company is ready, willing and able to consummate the Mergers.

The consummation of the Mergers is subject to certain conditions, including, among others, (a) the approval and adoption of the Merger Agreement by our stockholders, (b) the absence of a law or order prohibiting the transactions contemplated by the Merger Agreement or imposing a Burdensome Condition (as defined in the Merger Agreement), (c) 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 (as defined in the Merger Agreement), (d) compliance by the Company, APW OpCo and the Parent Parties in all material respects with our and their respective obligations under the Merger Agreement, (e) subject to specified exceptions and qualifications for materiality, the accuracy of representations and warranties made by the Company, APW OpCo and the Parent Parties, respectively, as of the closing date, (f) no Debt Default (as defined in the Merger Agreement) having occurred and been continuing immediately prior and immediately after giving effect to the Mergers, (g) the Company having a minimum cash balance of $210 million and the Company or any of its subsidiaries having an additional amount of cash of not less than $30 million, in each case at the closing of the Mergers, (h) no effect, change, circumstance or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement and (i) certain waivers of change of control provisions under our Specified Debt Agreements (as defined in the Merger Agreement) being in full force and effect at the closing of the Mergers. The consummation of the Mergers is not subject to a financing condition. The parties expect the Mergers to close in the third quarter of 2023, although there can be no assurance that the Mergers will occur by that date.

For additional information related to the Merger Agreement, please refer to the relevant materials (including a proxy statement) that we will file with the SEC and that will contain important information about the Company and the Mergers.

Our Business

Through our ownership of AP Wireless, we are one of the largest international aggregators of rental streams underlying wireless and other essential communications infrastructure sites through the acquisition of real property interests and contractual rights. We purchase, primarily for a lump sum, the right to receive future rental payments generated pursuant to an existing ground, rooftop or other communications infrastructure lease (and any subsequent lease or extension or amendment thereof) between a property owner and an owner of a wireless tower, antennae or other essential communications infrastructure (each such lease, a “Tenant Lease”). Typically, we acquire the rental streams by way of a purchase of a real property interest in the land underlying the wireless tower, antennae or other essential

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communications infrastructure, most commonly easements, usufructs, leasehold and sub-leasehold interests, or fee simple interests, each of which provide us with the right to receive all communications rents relating to the property, including the rents from the Tenant Lease. In addition, we purchase contractual interests, such as an assignment of rents, either in conjunction with the property interest or as a stand-alone right.

As of December 31, 2022 and 2021, we had interests in 9,188 and 8,186 leases that generate rents for us, respectively. These leases related to properties that were situated on 7,024 and 6,211 different communications sites, respectively, throughout the United States and 20 other countries. Our revenue was $135.5 million for the year ended December 31, 2022. As of December 31, 2022, annualized contractual revenue from the rents expected to be collected on the leases we had in place at that time (the annualized “in-place rents”) from AP Wireless assets was approximately $157.6 million. For a definition of annualized in-place rents and a comparison to the most directly comparable financial measure determined in accordance with generally accepted accounting principles in the United States (“GAAP”) revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”.

We believe that our business model and the nature of our assets provides us with stable, predictable and growing cash flow. First, we seek to acquire real property interests and rental streams subject to triple net or effectively triple net lease arrangements, whereby most taxes, utilities, maintenance costs and insurance are the responsibility of either the owner of the communications infrastructure or the property owner. Furthermore, Tenant Leases contain contractual rent increase clauses, or “rent escalators”, that are tied to a local consumer price index (“CPI”), subject to open market valuation (“OMV”) or at a fixed rate of increase, typically at approximately 3%. As a percentage of revenue for the year ended December 31, 2022 and as a percentage of annualized in-place rents as of December 31, 2022, approximately 99% of our Tenant Leases had contractual rent escalators. Approximately 79% (as a percentage of revenue for the year ended December 31, 2022) and 82% (as a percentage of annualized in-place rents as of December 31, 2022) of our Tenant Lease contractual rent escalators were either tied to a local CPI or subject to OMV, and the remainder were fixed escalators. In addition, AP Wireless has historically experienced low annual churn as a percentage of revenue, ranging from 1% to 1.5%, primarily due to the significant network challenges and expenses incurred by owners of communications infrastructure in connection with the relocation of these infrastructure assets to alternative sites. Finally, we seek to obtain the ability to negotiate amendments and renewals of our Tenant Leases, thereby providing us with additional recurring revenue and one-time fees.

Our Strategy

We seek to continually expand our business primarily by: implementing organic growth strategies, including expanding into different geographies, asset classes and technologies; continued acquisition of real estate interests and contractual rights supporting wireless communications sites and other communications infrastructure; the use of annual rent escalators, the addition of new tenants and lease modifications; and developing a portfolio of infrastructure assets including through acquisition or build to suit. We intend to achieve these objectives by:

Growing Through Additional Acquisitions. We intend to continue to pursue acquisitions of real property interests and contractual rights underlying communications infrastructure, utilizing the expertise of our management and our proven, proprietary underwriting process to identify and assess potential acquisitions. When acquiring real property interests and contractual rights, we aim to target communications infrastructure locations that are essential to the ongoing operations and profitability of the respective tenants, which we expect will result in continued high tenant occupancy and cash flow stability. We have established a local presence in high opportunity countries in order to expand our operating jurisdictions through acquisitions in those countries. In addition, we can utilize our advanced acquisition expertise to pursue acquisitions and investments in either single assets or portfolios of assets.

Increasing Cash Flow Without Additional Capital Investment. We seek to organically grow our cash flow on our existing portfolio without additional capital investment through (i) contractual rent escalations, (ii) lease renewals, at higher rates, with existing tenants, (iii) rent increases based on equipment, technology or site modification upgrades at our infrastructure locations and (iv) the addition of new tenants to existing locations.

Leveraging Existing Platform and Continued Expansion of our Business into the Broader Communications Infrastructure.  We are acquiring and in some cases increasing our expenditures on acquisitions of additional like-kind, long-dated rental streams within the communications infrastructure market segment that have similar characteristics to our core “Tenant Lease” (i.e., an existing lease between a property owner and an owner of a wireless

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tower or antenna), including investing in Tenant Leases underneath (i) mobile switching centers, which are digital communication fiber exchanges that make the connection between mobile users within networks, from mobile users to the public switched telephone network, and from mobile users to other mobile networks, (ii) distributed antenna system (DAS) networks, which are a way to address isolated spots of poor coverage in a large building or facility (such as a hospital or transportation hub) by installing networks of small antennae to serve as repeaters, (iii) build-to suit-opportunities for which we are contracted to build communications infrastructure (such as wireless towers) and lease such equipment to tenants on a long-term basis, and (iv) data centers, which are large groups of networked computer servers typically used by organizations for remote storage, processing or distribution of large amounts of data that are typically located in a stand-alone building.

Our Assets

Types of Assets

As of December 31, 2022, we have acquired a total of 9,529 leases (including non-renewed or terminated leases) since the inception of AP Wireless in 2010. As of December 31, 2022 and 2021, we had interests in 9,188 and 8,186 leases that generate rents for us, respectively. These outstanding leases related to properties that were situated on 7,024 and 6,211 different communications sites, respectively. Each of these “assets” is the right to receive the rent payable under the Tenant Lease entered into between the property owner or current lessor of the property and the owner of the wireless communication towers, antennae or other assets installed at such site. These tenants typically are either wireless carriers (mobile network operators, or “MNOs”) or tower companies. We acquire these interests primarily through individually negotiated transactions with the property owners. Our revenue growth rate from in-place escalators associated with in-place Tenant Leases has historically ranged from approximately 3% to 5%, and approximately 1% to 1.5% of our leases are lost annually due to non-renewal or terminations.

The majority of these assets are real property interests of varying legal structures (such as easements, usufructs, leases, surface rights or fee simple interests), which provide us the right to receive the income from the Tenant Lease rental payments over a specified duration. The real property right granted to us is typically limited to the land underlying the area of the communication asset. However, in certain circumstances, we purchase interest in a larger portion of the real property. For rooftop interests, we typically create an interest in the entire rooftop rather than just the portion of the rooftop underlying an antenna, to permit it to grant additional rights to new or existing tower or antenna operators. The scope of the real property interest is also typically tied to our use for wireless communication assets. We also purchase contractual rights in the rental stream, such as through an assignment of rents, either individually or in connection with the purchase of the real property right.

As set forth in the table below, approximately 91% and 93% of the total portfolio was generated from real property interests (including fee simple interests), based on total revenue for the year ended December 31, 2022 and annualized in-place rents as of December 31, 2022, respectively, and 6% and 7% was generated from contractual property interests, based on total revenue for the year ended December 31, 2022 and annualized in-place rents as of December 31, 2022, respectively. For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”. Our revenue was $135.5 million for the year ended December 31, 2022.

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Real Property Interests. As of December 31, 2022, we had an aggregate of 7,580 leases arising from real property interests, other than fee simple interests. These real property interests vary by jurisdiction and often bifurcate portions of ownership. In the United States, the real property interests are generally easements. In the United Kingdom, we typically enter into “head leases” with the property owner or leaseholder which, as a matter of law, inserts us between the property owner or leaseholder and the tenant. In other jurisdictions, we may purchase from the property owners (i) a “usufruct”, which is a real property right that provides us with the ability to benefit from a property arising from the specified use (in this case use for wireless communications services) for a specified duration or (ii) a “surface right”, which is a real property right to benefit from and use the surface of a property for a specified duration. Under a usufruct or surface right, we become, in accordance with local law, the legal beneficiary of any leases pre-existing on such property and typically have the right to negotiate any new leases during the specified duration. At the end of the specified duration, the full property rights again are vested in the property owner. In each case, these real property rights are registered with the property registry in the applicable jurisdiction to provide constructive notice of such interests and to protect against subsequent creditors.

As of December 31, 2022, we had an aggregate 1,608 leases arising from real property interests that were fee simple interests. The assets associated with fee simple interests were primarily held in the United Kingdom (780), Italy (240), the United States (70) and the Netherlands (66). Fee simple ownership confers the greatest bundle of property rights available to us in any jurisdiction. The size of fee simple holdings is typically limited to the land underlying or other real property containing the communication structure and, in certain cases, the surrounding areas for ancillary structures. When we hold a fee simple interest, we will enter into a Tenant Lease directly with the tower owner (the MNO or tower company). In most of our fee simple interests, we have entered into a Tenant Lease that imposes on the tenant the responsibility for taxes, insurance, maintenance and utilities for such property.

Contractual Rights. In addition to real property rights, we acquire contractual rights by way of an assignment of rents, typically where legal limitations of local real estate law or commercial circumstances make the acquisition of a real property interest impractical. These assignments of rent also arise with rooftops where the building is owned by a condominium or governmental entity and it is not feasible to obtain a real property interest. The rent assignment is a contractual obligation pursuant to which the property owner assigns its right to receive the rent arising under the Tenant Lease to us. A rent assignment relates only to an existing Tenant Lease and therefore would not provide us with the ability automatically to benefit from lease renewals beyond those provided for in the existing Tenant Lease. However, in these cases, we either limit the purchase price of the asset to the term of the current Tenant Lease or obtain an irrevocable power of attorney from the property owner that provides us with the ability to negotiate future leases and a contractual obligation from the property owner to assign rental streams from future Tenant Lease renewals.

Common Asset Attributes

Non-disturbance Agreements. When we acquire a real property interest in connection with a property subject to a mortgage, we usually also enter into a non-disturbance agreement (or local equivalent) with the mortgage lender in order to protect us from potential foreclosure on the property owner at the infrastructure location, which foreclosure could, absent a non-disturbance agreement (or local equivalent), extinguish our real property interest. In some instances in which we obtain non-disturbance agreements, we remain subordinated to some indebtedness. As of December 31, 2022, substantially all of our real property interests were either subject to non-disturbance agreements or had been otherwise recorded in local real estate records in senior positions to any mortgages.

Revenue Sharing. In most jurisdictions, the instruments granting us the real property interests or contractual rights may contain revenue sharing arrangements with property owners. These revenue sharing arrangements have varying structures and terms, but generally provide that, upon an increase in the rent due under a new Tenant Lease, the existing lease or a renewal of such lease, the property owner is entitled to receive a percentage of the additional rent payments. These revenue sharing amounts are individually negotiated and range from 20% to 50%.

Triple Net Nature of the Assets. Through the acquisition of real property interests and contractual rights from the property owner, we obtain the property owner’s rights to the rental streams payable under the Tenant Lease. Generally, we do not assume, and contract back to the property owner, the obligations under the pre-existing Tenant Lease, such as the obligations to provide quiet enjoyment of the property or to pay property taxes. Typically, our assets are subject to triple net or effectively triple net lease arrangements, meaning that the tenants or the underlying property owners are contractually responsible for property level operating expenses, including taxes, utilities, maintenance capital and

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operating expenditures and insurance. For the fiscal year ended December 31, 2022, our property taxes, utilities, maintenance and insurance expenses were approximately 5% of revenue. We believe that our triple net and effectively triple net lease arrangements support a stable, consistent and predictable cash flow profile due to the following characteristics:

Assets with triple net lease arrangements represented 60% of revenue for the year ended December 31, 2022 and 55% of annualized in-place rents as of December 31, 2022. For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures”.

Asset Terms. The terms of our real property interests, other than our fee simple interests, generally range from 30 years to 99 years, although some are shorter, and provide us with the right to receive the future income from the future Tenant Lease rental payments over a specified duration. As of December 31, 2022, the weighted average remaining term of our real property interests was 66.4 years and specifically, 59.4 years for our interests in the United States and Canada, 75.3 years for our interests in Europe and Australia and 30.2 years for our interests in South America and Mexico. In the majority of cases, the stated term of the real property interest is longer than the remaining term of the Tenant Lease, which provides us with the right and opportunity for renewals and extensions. For more information regarding the terms of our Tenant Leases, see “Tenant Lease Terms”. The table below provides an overview of the remaining term under our real property interests and contractual rights as of December 31, 2022.

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Communication Structures. Our real property interests and contractual rights typically underlie either a wireless communications tower, an antenna or a fiber exchange. Our structure types include rooftop sites, wireless towers (including monopoles, self-supporting towers, stealth towers and guyed towers) and other structures (including, for example, fiber exchanges, data centers, water towers and church steeples) where communications infrastructure assets are located. The table below provides an overview of our portfolio of assets by structure type. For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”. Our revenue was $135.5 million for the year ended December 31, 2022.

Geographic Distribution

We own assets throughout the United States and the following 20 countries: Australia, Belgium, Brazil, Canada, Chile, Colombia, France, Germany, Greece, Hungary, Ireland, Italy, Mexico, the Netherlands, Portugal, Romania, Spain, Turkey, the United Kingdom and Uruguay. As of December 31, 2022, approximately 17% of our revenue was generated from sites that were located in the United States and Canada, approximately 68% of our revenue was generated from sites that were located in Europe and Australia and approximately 15% of our revenue was generated from sites that were located in South America and Mexico.

Global Operations

Our corporate offices are located in Bala Cynwyd, Pennsylvania and New York, New York. AP Wireless’s operations are headquartered in San Diego, California, with offices also in the following regions: (i) Northern Europe (the United Kingdom, Ireland, the Netherlands, Belgium, Germany and Hungary), (ii) Southern Europe (France, Spain, Italy, Greece, Romania, Turkey and Portugal), (iii) Spanish LatAm (Mexico, Brazil, Colombia and Chile), and (iv) United States, Canada and Australia. Executive, regional and country leaders have responsibility across the full range of AP Wireless’s activities, from acquisitions to property management.

The table below sets forth our top geographic markets, based on revenue for the year ended December 31, 2022 and annualized in-place rents as of December 31, 2022.

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The table below presents our principal jurisdictions, calculated on a percentage of revenue generated for the years ended December 31, 2022 and 2021 (based on the billing addresses of the related in-place tenants).

Before entering into a new geographic market, we evaluate numerous factors, including the following: (i) political stability, (ii) the rule of law, including the ability to obtain judicial enforcement of our property rights and contract rights, (iii) the reliability, quality and accessibility of local property registries, (iv) macro-economic fundamentals, including inflation and exchange rates, (v) the ability to raise reasonably priced debt at appropriate leverage multiples to support local acquisitions, (vi) the total addressable market, (vii) taxes, including transfer and/or recordation taxes and indirect taxes such as VAT, (viii) regulatory issues, if any, (ix) the extent of competition in and the maturity of the wireless communications market, (x) consolidation risk among tower companies and MNOs, (xi) the potential for sale-leasebacks and/or lease-leasebacks between MNOs and tower companies, (xii) passive and active network sharing risk between MNOs, (xiii) the nature and creditworthiness of the local tower companies and/or MNOs, (xiv) our relationships with local tower companies and MNOs in the market based on our operations in other markets, and (xv) the overall cultural compatibility with the target jurisdiction in question.

Tenant Base

The counterparties to the Tenant Leases from which we derive our revenue are generally either large MNOs or tower companies that have a national or international footprint. For the year ended December 31, 2022, our top 20 tenants comprised 82% of our revenue. As of December 31, 2022, our top 20 tenants represented 86% of our annualized in-place rents. Investment-grade tenants, which include AT&T Mobility, Verizon, Telefónica, Orange and Vodafone in the wireless carrier industry and American Tower, Crown Castle and Vantage Towers in the cellular tower industry, constituted 51% of the revenue of our top 20 customers. For the year ended December 31, 2022, our top five tenants generated approximately 54% of our revenue, and, as of December 31, 2022, generated approximately 58% of our annualized in-place rents. For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures”.

Our property rights enable us to benefit from the high renewal rates experienced in the industry. Based on the technical challenges and significant expense associated with the decommissioning and repositioning of existing infrastructure within a MNO’s network, and the potential adverse effect on the MNO’s network quality and coverage, churn in the industry has historically been low. Furthermore, zoning restrictions in many countries typically significantly delay, hinder or prevent the construction of new sites, thereby limiting the alternatives available to MNOs. In addition, as MNOs seek to expand network coverage, we expect that MNOs will seek to deploy additional antennae through co-location on existing towers and rooftops, positioning us to benefit from additional revenue opportunities on many of the towers and other structures located on sites where we hold real property interests. We believe each of these attributes helps us achieve stable, consistent and predictable cash flow.

We monitor tenant credit quality on an ongoing basis by reviewing credit ratings of our tenants and, when necessary and where available, the publicly filed financial reports, press releases and other publicly available industry information regarding the parent entities of tenants.

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Tenant Lease Terms

The Tenant Leases underlying our assets are typically structured with automatically renewable periodic terms. Tenant Leases, as originally entered into with the property owners and classified as operating leases, typically have initial stated terms of five years, with multiple five-year renewal periods at the option of the tenant. As of December 31, 2022, the weighted average remaining lease term of our Tenant Leases is approximately ten years including renewal terms. Our Tenant Leases produce an average of approximately $1,429 per month in rental payments but can range above and below that significantly. In addition, substantially all of our Tenant Leases include built in rent escalators, which are typically CPI increases, OMV increases or are at a fixed percentage of approximately 3% and increase rent annually or on the renewal of the lease term. As a percentage of revenue for the year ended December 31, 2022 and as a percentage of annualized in-place rents as of December 31, 2022, approximately 99% of our Tenant Leases had contractual rent escalators. Approximately 79% (as a percentage of revenue for the year ended December 31, 2022) and 82% (as a percentage of annualized in-place rents as of December 31, 2022) of our Tenant Lease contractual rent escalators were either tied to a local CPI or subject to OMV, and the remainder were fixed escalators. The table below sets forth our contractual rent escalators as of December 31, 2022, including as a percentage of revenue and as a percentage of annualized in-place rents.

Although Tenant Leases are typically structured as long-term leases with fixed rents and rent escalators, Tenants generally have the contractual right to terminate their leases upon 30 to 180 days’ notice. The table below summarizes the remaining lease terms of the Tenant Leases underlying our assets as of December 31, 2022, including as a percentage of revenue and as a percentage of annualized in-place rents.

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The table below sets forth the frequencies of rental payments under the Tenant Leases underlying our assets as of December 31, 2022, including as a percentage of revenue and as a percentage of annualized in-place rents.

Our Acquisition and Origination Platform

We have developed proprietary techniques associated with (i) market targeting and evaluation, (ii) jurisdiction-specific structuring from legal and financial perspectives, (iii) jurisdiction-specific documentation, (iv) asset identification, targeting and evaluation (including the construction, operation and maintenance of proprietary databases), (v) culturally appropriate marketing and acquisition techniques, (vi) jurisdiction-specific commercial and legal due diligence, (vii) relationships with more than 50 MNOs and tower companies worldwide, (viii) ongoing relationships with regional and local financial, legal and tax advisors who are familiar with our business, (ix) relationships with local notaries in civil law countries, and (x) jurisdiction-specific property management and human resources practices.

Our global real estate acquisition and property management platform consists of four phases: (1) lead generation and marketing, (2) investment origination, (3) underwriting and closing and (4) property management.

Lead Generation

We have developed a proprietary lead generation system, which we use across the jurisdictions in which we operate. This system is based on each jurisdiction’s local language and is used to identify asset prospects. Once an infrastructure location prospect has been identified, our global data management team leverages a variety of publicly available data and proprietary data and resources to obtain contact information for the property owner. Once the property owner’s address and contact information are verified, a “lead” is created in our proprietary customer relationship management database and made available to our local teams.

Investment Origination

The investment origination process begins with a material interaction between one of our acquisitions professionals and the property owner, at which point a lead becomes an investment “opportunity.” Depending on the jurisdiction, initial interactions are either telephonic or in person. In most cases our personnel will physically meet with the property owner one or more times prior to closing. During this process we will evaluate the transaction alternatives and the property owner’s interest level in transacting with us. Once we obtain a copy of the lease from the property owner, relevant data is entered into our proprietary asset evaluation system to generate an initial term sheet or option agreement. Terms then are negotiated with the property owner and, upon acceptance of a term sheet or option agreement, we proceed with further diligence.

Underwriting and Closing

After the proposal has been accepted by the property owner and a term sheet or option agreement has been executed, the investment opportunity moves to our underwriting and closing teams. The potential transaction enters a

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comprehensive due diligence process. Curative measures are taken to clear title on the real property interest during the underwriting and due diligence process.

In the underwriting stage, we review various transaction-related material, documents and other information for compliance with our underwriting criteria.

As a general matter, when acquiring real property interests, we will target infrastructure locations that are material to the operations of the existing tenants. Historically, the majority of our acquisitions include leases with investment-grade tenants or tenants whose sub-tenants are investment-grade companies. Additionally, we will focus on infrastructure locations with characteristics that are difficult to replicate in the respective market, and those with tenant assets that cannot be easily moved to alternative sites or replaced by new construction.

While we typically make a single upfront payment in exchange for the revenue stream, the underwriting process also provides for the option to structure our payments to the property owner over a period of time, typically paying over a two- to seven-year period (as opposed to 100% upfront). As of December 31, 2022, the weighted average remaining contractual payment term for our liabilities to property owners was 3.1 years.

Once an opportunity is deemed to meet due diligence and underwriting standards, it proceeds to our investment committee for transaction approval. Pending approval, legal closing documents are prepared, executed and delivered.

Property Management

After funding, the tenant is notified of the transaction and a notarized payment re-direction letter is sent advising the tenant to redirect rental payments to us. The asset management phase includes collections, tenant payment conversion, tenant contact management, the negotiation of lease renewals, modifications, cancellations, reductions, document and consent requests, landlord and tenant complaints and new leasing of available tenant sites. The objective of the asset management function is to ensure that we efficiently receive and process our rental income while optimizing our ability to capitalize on opportunities for additional revenue opportunities.

Human Capital

As of December 31, 2022, we had 399 employees, including 396 full-time employees. Of the 399 employees, 264 are male and 135 are female. As of December 31, 2022, we have employees concentrated in the following countries: Australia, Belgium, Brazil, Chile, Colombia, France, Greece, Ireland, Italy, Mexico, Netherlands, Portugal, Spain,  United Kingdom, and the United States.

Competition for qualified personnel has historically been intense, particularly for acquisition directors, finance professionals, and software engineers.

We strive to recognize talent, respect hard work and reward success, and aim to provide an opportunistic environment for all our people to thrive. We believe that our teams around the globe are our most important assets and fundamental to our success. We invest in our employees by providing training and learning opportunities, promoting inclusion and diversity and upholding a high standard of ethics and respect for human rights. With a strong entrepreneurial culture, we embrace our core values: integrity, accountability, teamwork and a performance-minded approach.

We believe in our employees’ rights of freedom of association. As of December 31, 2022, we have employees in 19 different countries and to the extent any specific country (for instance, France, Italy and Brazil) requires the employees to be part of any legally required labor group or plan, we comply with such legal requirements. We are committed to supporting workers’ rights to organize and bargain collectively, where allowed by the law. We maintain positive worker-management relationships that ensure compliance with national employment and labor laws. None of our employees are represented by labor unions and approximately 24% of our employees operate under collective bargaining agreements.

Diversity, Equity & Inclusion

Aligned with our business strategy, our human capital strategy focuses on solutions to attract, develop, engage and retain top diverse talent in each of the countries we operate. Diversity, equity and inclusion (“DEI”) are top priorities

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for us. To ensure success each of these remains at the core of our business culture, with the intention to infuse fresh ideas, to help us to remain connected to our workforce in a dynamic global market and to ensure mutual respect guides our interactions both internally and externally. We expect employees to embrace these values to ensure our work environment is inclusive and respectful, as well as free of harassment, discrimination and retaliation.

We believe that pay equity is fundamental to our culture and DEI strategy. Compensation is based on job position, responsibilities, experience and performance with incentive opportunities that allow colleagues to share in our success. In 2022, we achieved greater than 99% pay equity across gender. 

We are also committed to ensuring diverse representation among our employees. As of December 31, 2022, 34% of our global workforce is made up of women, and 35% of all 2022 new hires identified as women.

We have taken several actions based on the Company’s DEI Steering Committee’s recommendations including:

In 2023 we expect to continue implementing new DEI initiatives, including through more educational opportunities for the employees, increased community involvement to reach underrepresented areas, and enhanced recruiting efforts to ensure a broader and more diverse applicant pool.

Employee Recruitment & Retention

We work diligently to attract talent across the globe to build teams that meet the current and future demands of our business. In 2021, our Human Resources department developed and implemented a global applicant tracking and onboarding system and provided company-wide training to hiring managers and employees. The training focused on strategic recruitment practices including defining hiring standards, conducting successful interviews, and providing orientation for new employees. The training provided includes required courses by position level, as well as optional courses for professional development. These skill-building programs are aligned around a common set of objectives and framework focused on compliance (including, for example on cybersecurity, anti-bribery and corruption, diversity, equity and inclusion, sexual harassment and other ethics topics), technical, professional and management development. There is an expectation that every employee has a development goal as part of individual performance objectives and that compliance training will occur every 12 months or as required by state law. Upon completion of any training or program, each employee, through the HRIS platform, will be expected to pass a test or digitally acknowledge completion through the HRIS platform. Regular training reinforces our company-wide policies, and for our global offices, the policies and training materials have been translated into applicable local languages. In 2022, 83% of our workforce participated in DEI training. A total of 3,289 courses were completed globally in the HRIS platform.

In 2022, we expanded our efforts into tracking and leveraging information from our applicant tracking system to better understand our attraction and selection practices and thus implement further training and development and strategic sourcing activities to enhance our existing efforts.

During the years ended December 31, 2022, and 2021, our employee population increased by approximately 18% and 9%, respectively, primarily as a result of meeting the demands of a larger asset base and the pursuit of continued growth in our lease revenues.

Employee Engagement

We are committed to maintaining an engaged workforce as we believe engagement is critical to the ongoing achievement of our goals. We monitor employee engagement through regular surveys. In 2022, we expanded our efforts into tracking and leveraging information from our applicant tracking system to better understand our attraction and selection practices and thus implement further training and development and strategic sourcing activities to

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enhance our existing efforts. In 2022, the vast majority of our employees agreed that they would recommend us as a great place to work, which we consider to be a strong indicator of their engagement. Our overall employee engagement score, as measured by data collected from employee surveys conducted in our human resource information system (“HRIS”) platform, was a 4.9/6, which we interpret to reflect job satisfaction and employees feeling supported by management. We believe our ability to recruit and retain employees and keep them engaged is influenced by the opportunity to do interesting work that supports our mission. We also offer paid days off to engage in volunteer activities to encourage involvement in socially positive efforts, including those that echo our mission.

Total Rewards

We provide compensation and benefits programs that are intended to reward our employees and to help meet their needs. In addition to salaries, and varying by country/region, these programs include:

In addition to our broad-based equity awards program, we have used targeted equity-based grants with vesting conditions to facilitate retention of personnel, particularly those with critical skills and experience.

Talent Development

We believe that learning goes hand in hand with career growth, personal satisfaction, and outstanding results. We aspire to create a learning culture where colleagues actively learn, apply what they have learned to address business challenges and share their knowledge, including their mistakes, to help others grow. Learning is accessible through our HRIS, as well as through social learning and meaningful experiences and exposures with colleagues. 

On an annual basis, we conduct a company-wide global performance review process that focuses on our high performing employees and the succession for our most critical roles.

We are committed to identifying and developing the talents of our future leaders. We have developed talent management and succession planning modules within our HRIS platform to support the development of our talent pipeline for critical roles in sales and operations.

Developing our managers is critical to our success as well. We provide resources and tools to all levels of management, including courses to meet regional needs. Managers learn tools and best practices that are intended to enable both management and team success and strengthen competencies to better respond to the needs of a growing and complex organization.

Health, Safety and Well-being

The health and safety of our employees is a high priority. Our employee health vision aims to inspire and empower our people to choose a healthier future for themselves, their families and our business.

Our approach involves:

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This approach is underpinned by the principles of respecting privacy and personal choices, enabling informed decision making and supporting a healthy working environment and working conditions.

We view mental health as a fundamental part of our humanity and implemented a comprehensive suite of related programs and benefits in fiscal 2022. These include:

In 2023, we will expand employee resources for mental health and well-being by offering courses for employees to become qualified mental health first aiders, and the creation of an employee mental health resource group for both men and women. We will also mark World Mental Health Day with an entire week dedicated to this topic.

Regulatory and Environmental Matters

Our international operations may be subject to limitations on foreign ownership of land in certain areas. Non-compliance with such regulations may lead to monetary penalties or deconstruction orders. Our international operations are also subject to various regulations and guidelines regarding employee relations and other occupational health and safety matters. As we expand our operations into additional international geographic areas, we will be subject to regulations in these jurisdictions.

In the United Kingdom, for example, we are subject to the Electronic Communications Code, which governs certain relationships between landowners and operators of electronic communications services, such as cellular towers. It gives operators certain rights to install, inspect and maintain electronic communications apparatus, including masts, cables and other equipment on land and structures, even where the operator cannot agree with the landowner as to the terms of such use. Among other measures, the Electronic Communications Code restricts the ability of landowners to charge premium prices for the use of their land by basing the consideration paid on the underlying value of the land, not the value attributable to the high public demand for communications services and provides authority to the courts to determine the rent if the parties are unable to come to agreement. We have devoted and continue to devote a significant amount of management attention and resources to mitigating the potential adverse impact of the Electronic Communications Code, including through dispute resolution, as new and existing tenants in the United Kingdom have attempted to materially reduce the amount of rents paid to us under leases as a result of this law. To date, the Electronic Communications Code has not had a material adverse effect on our business in the United Kingdom, but we cannot provide any assurances that we will continue to be successful in our efforts to mitigate the potential adverse impact of this law on our business in the United Kingdom. In December 2022, the government in the United Kingdom adopted amendments to the Electronic Communications Code in the Product Security and Telecommunications Infrastructure Act, which will extend the reach of the valuation regime in the Electronic Communications Code and may have a material adverse effect on our business in the United Kingdom. For more information on the risks related to the Electronic Communications Code, see “Risk Factors—The Electronic Communications Code enacted in the United Kingdom may limit the amount of lease income we generate in the United Kingdom, which would have a material adverse effect on our results of operations and financial condition”.

Laws and regulations governing the discharge of materials into the environment or otherwise relating to the protection of the environment are applicable to the communications sites in which we have a real property interest and to the businesses and operations of our lessees, property owners and other surface owners or operators. International, Federal, state and local government agencies issue regulations that often require difficult and costly compliance measures that carry substantial administrative, civil and criminal penalties and that may result in injunctive obligations for non-compliance. These laws and regulations often require permits before operations commence, restrict the types, quantities and concentrations of various substances that can be released into the environment, require remediation of released substances, and limit or prohibit construction or operations on certain lands (e.g., wetlands). Although we do not conduct operations on our properties in the United Kingdom, the MNOs or tower companies on our

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communications sites may maintain small quantities of materials that, if released, would be subject to certain environmental laws. Similarly, the site owners, lessees and other surface interest owners may have liability or responsibility under these laws that could have an indirect impact on our business. For those communications sites in which we hold real property interests that are not full fee simple ownership, our liability is typically limited to damages caused by our actions. However, in limited circumstances certain jurisdictions may seek to impose liability if all other owners are not available. With respect to the communications sites that we own in fee simple, we are subject to environmental liability in accordance with local law.

Competition

We face competition in the acquisition of our assets. Some of the competitors are larger than us and include public entities with greater access to capital and scale of operations than us. Our principal competitors include large independent tower companies such as American Tower, Cellnex Telecom, Cornerstone, Crown Castle International, Inwit, MBNL, Phoenix Towers, SBA Communications, Telesites, Vertical Bridge and Vantage Towers, large MNOs and private and public acquirers of similar assets. In some jurisdictions, including Europe, the number of wireless towers and antennae owned by tower companies, as compared to MNOs, is growing quickly. These tower companies may be more likely to seek to own or control the land underlying their tower as that is their asset/service as compared to the MNOs who have traditionally allocated their capital to network development rather than acquisition of the underlying real property. These wireless tower companies are larger and may have greater financial resources than us.

Significant Trends

Consumer demand for data is the primary driver of the telecom infrastructure services that our tenants, predominantly mobile network operators and tower companies, provide. Consumer demand continues to grow due to increases in data consumption and the increased penetration of bandwidth-intensive devices. There is a need for enhanced network coverage and densification to meet speed and capacity demands. We believe that we are well positioned to benefit from this increase in consumer demand. The following trends are expected to continue to impact the industry:

Mobile Data Traffic Growth. The proliferation of mobile devices such as smartphones and tablets and the omnipresence of sophisticated, data-intensive mobile applications and services are expected to drive a strong demand for mobile bandwidth supporting an explosive growth of data usage. The Ericsson Mobility Report, published in November 2022 (the “Ericsson Mobility Report 2022”), estimated that around 93% of all mobile subscriptions will be for mobile broadband by the end of 2028. This demand is expected to drive major MNOs to continue to upgrade and enhance their networks in an effort to improve network quality and capacity. Additionally, global mobile data traffic is predicted to grow by at least 400% between 2022 and 2028, according to the Ericsson Mobility Report 2022. With users demanding faster communication speeds and higher bandwidth, and MNOs looking to compete on network quality, we expect our tenants to continue to enjoy strong demand for their services.

Adoption of Higher Capacity Communication Standards. As data usage continues to rapidly increase, consumer demand is expected to continue to drive the transition from 2G and 3G networks to 4G/LTE and 5G networks globally. Forecasts published in the Ericsson Mobility Report 2022 predict there to be more than 5 billion 5G subscriptions globally for enhanced mobile broadband by the end of 2028, with 74% of all North American mobile subscriptions expected to be for 5G in 2028. The continued adoption of bandwidth-intensive applications is expected to result in a growing demand for high-capacity, multi-location, fiber-based network solutions.

New Technologies and Services. Next generation technologies and new uses for wireless communications are expected to result in new entrants or increased demand in the wireless industry, which may include companies involved in the continued evolution and deployment of machine-to-machine applications (“M2M”), such as connected cars, smart cities and virtual reality. For example, the proliferation of self-driving cars is expected to significantly accelerate in the near future. The commercial application of partially and fully autonomous vehicles will require the deployment of sophisticated and dense mobile networks, with high connection speeds, high reliability and low latency. This and other increases in new technologies and services will require further development of new infrastructures to meet territorial and population coverage requirements.

Consolidation Among MNOs. The U.S. wireless industry has experienced, and may continue to experience, significant consolidation, such as the 2020 merger between Sprint and T-Mobile, resulting in the decommissioning of certain existing communications sites due to overlap of the networks or the rationalization of technology.

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Internationally, MNOs are increasingly entering into active and passive network sharing agreements or roaming or resale arrangements which could also result in decommissioning of certain existing communications sites due to network overlap or redundancy. To the extent that an MNO does not need a redundant communication site, it may seek to early terminate or not renew its lease. Consolidation can also potentially reduce the diversity of tenants and give tenants greater leverage over their landlords, such as us, due to overlapping coverage, ability to increase co-location on nearby existing sites and through aggressive lease negotiations on multiple sites.

Privacy and Data Protection

We collect, use, disclose, store and process data, which may include personal data, of: (i) site owners who have agreements with mobile network operators and telecommunication infrastructure providers, (ii) the MNOs and tower companies from whom we receive rental payments, (iii) our employees, and (iv) our service providers. We do not sell data.

We are or may be subject to U.S., European Union (the “EU”), and other foreign laws and regulations relating to privacy, data protection, and cyber and information security (“Data Privacy Laws”), including, among others:

In addition, our data handling is subject to contractual obligations and industry standards. We also implemented a third-party management program that focuses on data protection and safety.

All of our entities entered into a data transfer agreement that establishes mechanisms for the transfer of information among our different entities from the EU or the United Kingdom to the United States or Latin America. We annually review the data transfer agreement terms to update them to address newly implemented or modified privacy laws. Any of our newly created entities must adhere to this data transfer agreement.

Our efforts to comply with Data Privacy Laws and industry best practices include the creation and maintenance of a data privacy discussion group, which meets quarterly or on an “as needed” basis, with the objective of, among others:

We also engage external experts to assist us with relevant topics discussed in these meetings and to help us implement and modify our policies and stay or become compliant with applicable laws and regulations.

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Our efforts to comply with privacy, data protection and information security laws, regulations and other obligations, which include a long-term engagement with a cybersecurity firm to assess IT security and implement IT best practices, penetration testing by independent external parties on a recurring basis and investment in additional server hardware and licenses to monitor security events through the use of a Security Information and Event Management System.

Our global and local data privacy-related policies are periodically reviewed and updated. Our privacy policy is posted on our website at https://www.radiusglobal.com/privacy-policy-0.

For more information on risks related to privacy and data protection, see “Risk Factors—We are subject to laws, regulations and other legal obligations related to privacy, data protection, information and cybersecurity, and the costs of compliance with, and potential liability associated with, our actual or perceived failure to comply with such obligations could harm our business.”

Available Information

We maintain a website at www.radiusglobal.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K (and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act), proxy statements and other information about us are made available, free of charge, through the Securities and Exchange Commission (“SEC”) Filings section of our website at www.radiusglobal.com/filings/sec-filings and at the SEC’s website at sec.gov as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

In addition, our Corporate Governance Guidelines, Code of Business Conduct and Ethics Policy and the charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available through the Governance section of our website at www.radiusglobal.com/governance/documents-charters, and such information is also available in print to any stockholder who requests it. We intend to post to our website any amendments to or waivers from the code of business conduct and ethics policy applicable to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer that are required to be disclosed.

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Item 1A. Risk Factors.

Investing in our securities carries a significant degree of risk. You should carefully consider the risks described below, together with all of the other information in this Form 10-K, including our consolidated financial statements and related notes included elsewhere in this Form 10-K, before deciding whether to invest in our securities. If any or a combination of the following risks were to materialize, our results of operations, financial condition and prospects could be materially adversely affected. If that were to be the case, the market price of our securities could decline, and investors could lose all or part of their investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

Risks Relating to our Pending Acquisition by EQT and PSP

The Mergers may not be completed on the terms or timeline currently contemplated, or at all, for a variety of reasons, including the possibility that the Merger Agreement is terminated prior to the consummation of the Mergers, and the failure to complete the Mergers could adversely affect our business, results of operations, financial condition, and the market price of our Common Stock.

There can be no assurance that the Mergers will be completed in the currently contemplated timeframe, or at all. The consummation of the Mergers are subject to certain conditions, including, among others, (a) the approval and adoption of the Merger Agreement by our stockholders, (b) the absence of a law or order prohibiting the transactions contemplated by the Merger Agreement or imposing a Burdensome Condition (as defined in the Merger Agreement), (c) 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 (as defined in the Merger Agreement), (d) compliance by the Company, APW OpCo and the Parent Parties in all material respects with our and their respective obligations under the Merger Agreement, (e) subject to specified exceptions and qualifications for materiality, the accuracy of representations and warranties made by the Company, APW OpCo and the Parent Parties, respectively, as of the closing date, (f) no Debt Default (as defined in the Merger Agreement) having occurred and been continuing immediately prior and immediately after giving effect to the Mergers, (g) the Company having a minimum cash balance of $210 million and the Company or any of its subsidiaries having an additional amount of cash of not less than $30 million, in each case at the closing of the Mergers, (h) no effect, change, circumstance or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement and (i) certain waivers of change of control provisions under our Specified Debt Agreements (as defined in the Merger Agreement) being in full force and effect at the closing of the Mergers.  The consummation of the Mergers is not subject to a financing condition.

While it is currently expected that the Mergers will close on or around the third quarter of 2023, there can be no assurance that all required approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, if all required approvals are obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions and timing of such approvals or that the Mergers will be completed in a timely manner or at all. Many of the conditions to completion of the Mergers are not within our or Parent’s control, and we cannot predict when or if these conditions will be satisfied (or waived, as applicable). Even if regulatory approval is obtained, it is possible conditions will be imposed that could result in a material delay in, or the abandonment of, the Mergers or otherwise have an adverse effect on us.

The Merger Agreement contains customary mutual termination rights for us and Parent, which could prevent the consummation of the Mergers, including if the Mergers are not completed by September 30, 2023 (subject to extension to November 30, 2023 under certain circumstances).

The Merger Agreement also contains customary termination rights for the benefit of each party, including if the other party breaches its representations, warranties, or covenants under the Merger Agreement in a way that would result in a failure of the other party’s condition to closing being satisfied (subject to certain procedures and cure periods). Additionally, the Merger Agreement provides termination rights, if certain conditions are met, including (a) for Parent, if our Board of Directors makes an Adverse Recommendation Change (as defined in the Merger Agreement), and (b) for us, if our Board of Directors authorizes entry into a definitive agreement with respect to a Superior Proposal (as

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defined in the Merger Agreement) prior to us receiving stockholder approval of the Merger or if the Parent fails to close the Mergers by the later of (1) five business days after all closing conditions have been satisfied and (2) five business days following the Company’s delivery of a written notice to Parent that all of Parent’s closing conditions have been satisfied or waived and the Company is ready, willing and able to consummate the Mergers.

If the Mergers are not completed within the expected timeframe or at all, we may be subject to a number of material risks, including:

The Merger Agreement contains provisions that could discourage a potential competing acquirer of the Company or could result in a competing acquisition proposal being at a lower price than it might otherwise be. 

The Merger Agreement contains provisions that, subject to certain exceptions, restrict our ability to solicit or negotiate any alternative acquisition proposal. Upon termination of the Merger Agreement under circumstances relating to an alternative acquisition proposal, we may be required to pay a termination fee of $52 million. These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of the Company’s business from considering or making a competing acquisition proposal, even if the potential competing acquirer was prepared to pay consideration with a higher per share cash value than the market value proposed to be received or realized in the Mergers, or might cause a potential competing acquirer to propose to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee and other costs that may become payable in certain circumstances under the Merger Agreement.

While the Merger Agreement is in effect, we are subject to certain interim covenants.

The Merger Agreement generally requires us to operate our business in the ordinary course, subject to certain exceptions, including as required by applicable law, pending consummation of the Mergers, and subjects us to customary interim operating covenants that restrict us, without Parent’s approval (such approval not to be unreasonably withheld, delayed or conditioned), from taking certain specified actions until the Mergers are completed or the Merger Agreement is terminated in accordance with its terms. These restrictions could prevent us from pursuing certain business opportunities that may arise prior to the consummation of the Merger and may affect our ability to execute our business strategies and attain financial and other goals and may impact our financial condition, results of operations and cash flows.

The announcement and pendency of the Mergers may result in disruptions to our business, and the Mergers could divert management's attention, disrupt our relationships with third parties and employees, any of which could negatively impact our operating results and ongoing business.

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Our current and prospective employees may experience uncertainty about their future roles with us following the Mergers, which may materially adversely affect our ability to attract and retain key personnel and other employees while the Mergers are pending.

The pending Mergers could cause disruptions to our business or business relationships with our existing and potential tenants, sellers and other business partners, and this could have an adverse impact on our results of operations. Parties with which we have business relationships may experience uncertainty as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties, or seek to negotiate changes or alter their present business relationships with us. Parties with whom we otherwise may have sought to establish business relationships may seek alternative relationships with third parties.

The pursuit of the Mergers may place a significant burden on management and internal resources, which may have a negative impact on our ongoing business. It may also divert management’s time and attention from the day-to-day operation of our businesses and the execution of our other strategic initiatives. This could adversely affect our financial results. In addition, we have incurred and will continue to incur other significant costs, expenses, and fees for professional services and other transaction costs in connection with the Mergers, and many of these fees and costs are payable regardless of whether or not the pending Mergers are consummated.

Any of the foregoing, individually or in combination, could materially and adversely affect our business, our financial condition and our results of operations and prospects.

An adverse judgment in any litigation that may be filed to challenge the Mergers may prevent the transaction from becoming effective or from becoming effective within the expected timeframe.

The Company may be subject to stockholder lawsuits challenging the Mergers and such suits may seek, among other things, to enjoin us from proceeding with the stockholder vote on the Mergers. No assurance can be made as to the outcome of these and other similar lawsuits, including the amount of costs associated with defending such claims or any other liabilities that may be incurred in connection with the litigation of such claims. If plaintiffs are successful in obtaining an injunction prohibiting completion the Mergers on the agreed-upon terms, such an injunction may delay the completion of the transaction in the expected timeframe or may prevent the transaction from being completed altogether. Whether or not any plaintiff’s claim is successful, such litigation may result in significant costs and diverts management’s attention and resources, which could adversely affect the operation of our business.

Risks Relating to our Industry

If the MNOs or tower companies consolidate their operations, exit the wireless communications business or share site infrastructure to a significant degree, our business and profitability could be materially and adversely affected.

The U.S. wireless carrier industry has experienced, and may continue to experience, significant consolidation, such as the 2020 merger between Sprint and T-Mobile. Historically, consolidation among MNO’s has resulted in the decommissioning of certain existing communications sites, including due to overlap of the networks or the consolidation of different technologies. Internationally, MNO’s are increasingly entering into active and passive network sharing agreements or roaming or resale arrangements. These agreements could also result in decommissioning of certain existing communications sites due to network overlap or redundancy.

The Tenant Leases from which we derive most of our revenue can typically be terminated upon a very short notice period, generally 30 to 180 days, regardless of the length of the lease term. To the extent that an MNO does not need a redundant communications site, it may terminate the site’s lease prior to the end of the lease term or simply refuse to renew the lease. As part of our business strategy, we purchase the revenue stream under a lease from the site owner, typically including any renewal periods, and assumes the risk that such lease is early terminated or not renewed. As we do not have recourse to the site owner in the case of such early termination (absent fraud or breach of contractual representations or covenants by such site owner), our ongoing in-place rents and future results may be negatively

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impacted if a significant number of these leases are terminated or not renewed, materially impairing the value of our real property and contractual interests in such sites.

Consolidation can also potentially reduce the diversity of the tenants from which we derive revenue and give tenants greater leverage over us, as their effective landlord, by increasing co-location on nearby existing sites and aggressively negotiating master lease terms for multiple sites, all of which could materially and adversely affect our revenue.

New technologies may significantly reduce demand for wireless infrastructure and therefore negatively impact our revenue and future growth.

Improvements in the efficiency of wireless networks could reduce the demand for the MNO’s or tower companies’ wireless infrastructure. For example, signal combining technologies that permit one antenna to service multiple frequencies and, thereby, more customers, may reduce the need for wireless infrastructure. In addition, other technologies, such as Wi-Fi, femtocells, other small cells, or satellite (such as low earth orbiting) and mesh transmission systems may, in the future, serve as substitutes for, or alternatives to, leasing additional tower or antennae sites that might otherwise be anticipated as wireless infrastructure had such technologies not existed. Any significant reduction in wireless infrastructure leasing demand resulting from the previously mentioned technologies or other technologies could materially and adversely affect our revenue, financial condition and future growth.

Perceived health risks from radio frequency (“RF”) energy could reduce demand for wireless communications services.

The U.S. and other governments impose requirements and other guidelines relating to exposure to RF energy. Exposure to high levels of RF energy can cause negative health effects. The potential connection between exposure to low levels of RF energy and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community. According to the U.S. Federal Communications Commission, the results of these studies to date have been inconclusive. However, public perception of possible health risks associated with cellular and other wireless communications media could slow the growth of MNOs, which could in turn slow our growth. In particular, negative public perception of, and regulations regarding, health risks could cause a decrease in the demand for wireless communications, which could materially and adversely affect the demand for our assets, the revenue that we are able to generate, and the rate of growth in our business. Moreover, if a connection between exposure to low levels of RF energy and possible negative health effects, including cancer, were demonstrated, we could be subject to numerous claims relating to exposure to RF energy and, even if such claims ultimately had no merit, our financial condition could be materially and adversely affected by having to defend such claims.

Risks Relating to our Business

We may become involved in expensive litigation or other contentious legal proceedings relating to our real property interests and contractual rights, the outcome of which is unpredictable and could require us to change our business model in certain jurisdictions or exit certain markets altogether.

The tenants under our Tenant Leases are typically MNO’s and tower companies that may have competitive or other concerns regarding the assignment of the right to receive lease payments to us from the site owners, and as a result some of these tenants may challenge our real property interests and contractual rights. For example, MNO’s and tower companies have challenged certain of our real property interests in Brazil, Chile, Colombia and the Netherlands and alleged that the grant of the real property interest in the land underlying the wireless tower or antennae violated either a contractual non-assignment provision or a statutory pre-emptive right. In addition, under eminent domain laws (or equivalent laws in jurisdictions outside of the United States), governments can take real property without the owner’s consent, sometimes for less compensation than the owner believes the property is worth. If these or similar claims are successful, we may not be able to continue to operate in those jurisdictions using our current business model, or at all, which could have a material adverse effect on our ability to acquire new assets or grow our business as planned.

Any litigation or other proceeding, even if resolved favorably, could require us to incur substantial costs and be a distraction to management. Also, such litigation could be used as a nuisance to disrupt our business. Litigation results are highly unpredictable, particularly in some of the jurisdictions in which we operate. Even if we believe we have a strong legal basis to defend such claims, we may not prevail in any litigation or other proceeding in which we may become involved. If we are unsuccessful in defending claims by our tenants relating to our business model in a

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particular jurisdiction, it may be difficult or impossible to continue operations in those jurisdictions, or we may incur significant additional expense to adjust our business model in response to any legal order or judgment, any of which could have a material adverse effect on our business and results of operations.

Competition for assets could adversely affect our ability to achieve our anticipated growth.

If we are unable to make accretive acquisitions of real property interests and contractual rights in the revenue streams of Tenant Leases, our growth could be limited. As none of the individual revenue streams that we acquire are material, our business model requires us to identify and negotiate a significant number of new interests each year in order to deliver material growth. We may experience increased competition for these assets from new entrants to the industry. Further, in some jurisdictions, including Europe, the number of wireless towers and antennae owned by tower companies, as compared to MNOs, is growing quickly. These tower companies may be more likely to seek to own or control the land underlying their tower as that is their asset or service as compared to the MNOs who have traditionally allocated their capital to network development rather than acquisition of the underlying real property. This could make the acquisition of high-quality assets significantly more costly or prohibitive. The wireless tower companies may be larger than us and may have greater financial resources than we do, while other competitors may apply less stringent investment criteria than we do. Higher prices for assets or the failure to add new assets to our portfolio could make it more difficult to achieve our anticipated returns on investment or future growth, which could materially and adversely affect our business, results of operations or financial condition.

If the Tenant Leases for the wireless communication tower or antennae located on our real property interests are not renewed with similar rates or at all, our future revenue may be materially affected.

A significant portion (approximately 16% of revenue for the year ended December 31, 2022 and 14% of annualized in-place rents as of December 31, 2022) of the Tenant Leases located on communications sites on which we hold a property interest are either hold-over leases or will be subject to renewal over the next 12 months. The MNOs and tower companies are under no obligation to renew their ground or rooftop leases. In addition, there is no assurance that such tenants will renew their current leases with similar terms or rental rates even if they do want to renew. The extension, renewal or replacement of existing leases depends on a number of factors, several of which are beyond our control, including the level of existing and new competition in markets in which we operate; the macroeconomic factors affecting lease economics for our current and potential customers; the balance of supply and demand on a short-term, seasonal and long-term basis in our markets; the extent to which customers are willing to contract on a long-term basis and the effects of international, federal, state or local regulations on the contracting practices of our customers. Unsuccessful negotiations could potentially reduce revenue generated from the assets. As a result, we may not fully recognize the anticipated benefits of the assets that we acquire, which could have a material adverse effect on our results of operations and cash flow. For a definition of annualized in-place rents and a comparison to the most directly comparable GAAP financial measure, revenue, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures”.

Most of the Tenant Leases associated with our assets may be terminated upon limited notice by the MNO or tower company, and unexpected lease cancellations could materially impact cash flow from operations.

Most of the Tenant Leases associated with our assets permit the MNO or tower company tenant to cancel the lease at any time with limited prior notice, typically requiring the tenant to provide only 30 to 180 days’ advance notification to terminate the lease. Cancellations are determined by the tenants themselves in their sole discretion. For instance, sites are independently assessed by tenants for their ability to provide coverage. This assessment is made prior to construction or installation of the asset and there is no guarantee such coverage will remain static in the future due to independent developments, technological developments, property and infrastructure developments (e.g., cons