Landscape Acquisition Holdings complete $860mn acquisition of AP WIP Investments Holdings

Landscape Acquisition Holdings complete $860mn acquisition of AP WIP Investments Holdings 1TORTOLA: Landscape Acquisition Holdings Limited has completed its acquisition of AP WIP Investments Holdings from Associated Partners for approximately US$860 million consisting of cash, shares and assumption of debt.

AP Wireless is one of the largest international aggregators of rental streams underlying wireless sites through the acquisition of wireless telecom real property interests and contractual rights. With the closing of this Transaction, Landscape will be renamed Digital Landscape Group, Inc.

In connection with the transaction, the Company consummated a private placement of US$100 million at US$10.00 per ordinary share to entities affiliated with Centerbridge Partners, L.P.

As a result of the Transaction and the private placement, the Company believes that it is well-positioned to pursue strategic opportunities.

Mike Fascitelli, Co-Founder and Co-Chairman of Landscape, said, “The completion of this acquisition is an important milestone in the continuation of AP Wireless’ growth story. Noam Gottesman and I are proud to partner with Bill Berkman, his management team and the entire AP Wireless organization. Furthermore, with an attractive portfolio of diversified assets, a proven track record of origination and capital to deploy, we believe that we are well-positioned to build long-term value for our shareholders.”

Mr. Berkman, Landscape’s Chief Executive Officer and Co-Chairman, said, “We are excited to partner with Mike and Noam in the continued core growth of AP Wireless and to pursue strategic opportunities in adjacent digital infrastructure businesses and assets worldwide.”

As of December 31, 2019, AP Wireless had in-place annualized revenue pursuant to existing lease agreements of US$62.1 million.

With the closing of this Transaction, the Company has changed the composition of its Board of Directors.  Bill Berkman and Mike Fascitelli will serve as co-chairmen. Noam Gottesman, Landscape’s Co-Founder, will continue to serve as a non-executive director.

Additionally, Nick Advani (former Partner, Goldman Sachs & Co. LLC), Antoinette Bush (Executive Vice President and Global Head of Government Affairs, News Corp.), Paul A. Gould (Managing Director, Allen & Company, LLC), Thomas King (Operating Partner, Atlas Merchant Capital LLC) and William D. Rahm (Senior Managing Director, Centerbridge Partners, L.P.) have been appointed to the Board as non-executive directors. Non-founder directors Lord Myners of Truro CBE, Jeremy Isaacs CBE and Guy Yamen have resigned their positions from the Board.

Trading of the Company’s ordinary shares and warrants on the London Stock Exchange remain suspended following the announcement of the transaction in November 2019. The Company is currently seeking re-admission of its ordinary shares and warrants to a standard listing on the Official List and trading on the London Stock Exchange. Following re-admission, the Company intends to pursue a listing of its equity securities on a U.S.-based stock exchange.

Credit Suisse acted as the lead capital markets and financial advisor alongside Evercore, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC. Greenberg Traurig is acting as legal advisor to Landscape on the Transaction. Cravath, Swaine & Moore and Skadden, Arps, Slate, Meagher & Flom are acting as legal advisors to Associated Partners and AP Wireless. Ropes & Gray acted as legal advisor to Centerbridge Partners, L.P.

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