Sec Form 13D Filing - Gottesman Noam filing for Radius Global Infrastructure Inc. (RADI) - 2021-02-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Radius Global Infrastructure, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 Par Value

(Title of Class of Securities)

750481103

(CUSIP Number)

TOMS Acquisition II LLC

450 W. 14th Street, 13th Floor

New York, NY 10014

Attn: Noam Gottesman

(212) 524 -7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 1, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

SCHEDULE 13D

This Statement on Schedule 13D (this “Statement”) relates to the Class A common stock, $0.0001 par value (the “Class A Common Stock”), of Radius Global Infrastructure, Inc., a Delaware corporation (the “Issuer”) (formerly known as Digital Landscape Group, Inc., a company formerly incorporated with limited liability under the laws of the British Virgin Islands (“BVI”) and initially formed under the name Landscape Acquisition Holdings Limited (“DLGI BVI”)). The principal executive offices of the Issuer are located at 660 Madison Avenue, Suite 1435, New York, NY 10065.

TOMS Acquisition is engaged in the purchase and sale of securities for investment for its own account. The source of funds is the investment capital of TOMS Acquisition. The Dividend Shares (as defined below) were acquired pursuant to the dividend declared by the Issuer as described in Item 4 below.

The information set forth in Item 4 of this Statement is incorporated herein by reference.

The Issuer was formerly incorporated with limited liability under the laws of the BVI on October 1, 2017 for the purpose of acquiring a target company or business. Each of TOMS Acquisition (an entity controlled by Gottesman) and Imperial Landscape Sponsor LLC (an entity controlled by Michael Fascitelli (“Fascitelli”)) (“Imperial”) was a founder entity of the Issuer. (TOMS Acquisition and Imperial are sometimes collectively referred to herein as the “Series A Founder Entities”; and Gottesman, together with Fascitelli, are sometimes collectively referred to herein as the “Series A Founders”.) In connection with the Issuer’s initial placing of ordinary shares of no par value (the “Ordinary Shares”) in November 2017 (the “Placing”), TOMS Acquisition purchased from the Issuer (i) 1,200,000 Ordinary Shares in the Placing for an aggregate purchase price of $12,000,000 and (ii) 800,000 founder preferred shares of no par value of the Issuer (the “Founder Preferred Shares”) in a private placement for an aggregate purchase price of $8,000,000. Each of the Ordinary Shares and Founder Preferred Shares were issued with a warrant (each, a “Warrant”) entitling the holder to purchase 1/3 of an Ordinary Share at an exercise price of $11.50 per whole Ordinary Share.

On February 10, 2020 (the “Acquisition Closing Date”), the Issuer completed its initial acquisition by purchasing the APW Group from Associated Partners (the “Acquisition”). In connection with the closing of the Acquisition, the Founder Preferred Shares and related Warrants were transferred to Digital Landscape Partners Holding LLC (the “Series A Founder Preferred Holder”). Each of the Series A Founder Entities is the holder of 50% of the voting interests and 47.15% of the economic interests in the Series A Founder Preferred Holder (with the remaining non-voting economic interest being held Scott Bruce and Richard Goldstein, the Issuer’s President and Chief Operating Officer, respectively).

In connection with the change of the Issuer’s jurisdiction of incorporation from the BVI to Delaware (the “Domestication”), the Issuer filed a Registration Statement on Form S-4 (the “Registration Statement”). On October 2, 2020, the Registration Statement was declared effective and the Domestication was completed pursuant to which, among other things, (i) each of the Ordinary Shares and Founder Preferred Shares automatically converted, on a one-for-one basis, to Class A Common Stock and Series A Preferred Stock of the Issuer, respectively, and (ii) each Warrant became exercisable for 1/3 of a share of Class A Common Stock.

On February 1, 2021, the Series A Founder Preferred Holder was issued 2,474,421 shares of Class A Common Stock by the Issuer (the “Dividend Shares”) as a dividend on its Series A Preferred Stock which the Series A Founder Preferred Holder intends to distribute to its members as promptly as practicable on or following the date hereof (the “Distribution”), including 1,166,624 Dividend Shares to TOMS Acquisition (and onward distribution of 869,974 Dividend Shares to Mr. Gottesman). The number of Dividend Shares issued was based on the share price appreciation of the Class A Common Stock as described in the Issuer’s Certificate of Incorporation dated October 2, 2020 (and in Item 6 below) (as amended, the “Charter”).

Mr. Gottesman has been a director of the Issuer since its inception in October 2017.

The Reporting Persons intend to review their investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to

acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise, (c) to enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in the securities of the Issuer or (d) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer. Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Series A Founder Preferred Stock

Pursuant to the terms of the Series A Preferred Stock, as described in the Charter, once the Average Price (as defined in the Charter ) per share of Class A Common Stock (subject to adjustment in accordance with the Charter) for any ten consecutive trading days is at least $11.50, a holder of Series A Founder Preferred Stock will be entitled to receive – when, as and if declared by the Board, and payable in preference and priority to the declaration or payment of any dividends on the Class A Common Stock and any other junior stock – a cumulative annual dividend of the Annual Dividend Amount (as defined in the Charter) for each relevant dividend year. Such dividend will be payable in shares of Class A Common Stock or cash, in the sole discretion of the Board. In the first dividend year in which such dividend becomes payable, such dividend will be equal in value to 20% of the increase in the market value of one share of Class A Common Stock, being the difference between $10.00 and the Dividend Price, multiplied by such number of shares Class A Common Stock equal to the Preferred Share Dividend Equivalent (as defined in the Charter). Thereafter, the Annual Dividend Amount will become payable, when, as and if declared by the Board, only if the Dividend Price (as defined in the Charter) during any subsequent Dividend Year (as defined in the Charter) is greater than the highest Dividend Price in any preceding Dividend Year in which a dividend was paid in respect of the Series A Founder Preferred Stock. Such Annual Dividend Amount will be equal in value to 20% of the increase in the Dividend Price over the highest Dividend Price in any preceding Dividend Year multiplied by the Preferred Share Dividend Equivalent. Each share of Series A Preferred Stock is convertible into one share of Class A Common Stock at the option of the holder. On the last day of the seventh full financial year after the Acquisition Closing Date, i.e. December 31, 2027 (or, if any such day is not a trading day, the first trading day immediately following such day), the Series A Founder Preferred Stock will automatically convert to Class A Common Stock on a one-to-one basis (subject to adjustment in accordance with the Charter). The Series A Founder Preferred Stock will participate in any dividends on the Class A Common Stock on an as-converted to Class A Common Stock basis. In addition, commencing on and after the Acquisition Closing Date, where the Company pays a dividend on the Class A Common Stock, the Series A Founder Preferred Stock will also receive an amount equal to 20% of the dividend that would be distributable on such number of shares of Class A Common Stock equal to the Preferred Share Dividend Equivalent. All such dividends on the shares of Series A Founder Preferred Stock will be paid contemporaneously with the dividends on the Class A Common Stock.

Shareholder Agreement

The Reporting Persons are subject to the terms of a shareholder agreement dated as of the Acquisition Closing Date (the “Shareholder Agreement”) with William Berkman (the Issuer’s

Chief Executive Officer) and BF Investments (collectively the “AG Investor”), Scott Bruce and Richard Goldstein (together with the AG Investor and their permitted transferees thereunder, the “AG Group”); BF Investments, in its capacity as agent, proxy and attorney-in-fact for the AG Group (the “AG Investors’ Representative”); the Series A Founder Entities and TOMS Acquisition, in its capacity as agent, proxy and attorney-in-fact for the Series A Founder Entities and the Series A Founder Preferred Holder (the “Landscape Investors’ Representative” and, together with the AG Investors’ Representative, the “Investor Representatives”) and their permitted transferees thereunder (collectively, the “Series A Group”, and together with the AG Group and their respective permitted transferees under the Shareholder Agreement, collectively, the “Investors”). The Shareholder Agreement contains certain rights, restrictions, covenants and agreements among the Investors relating to the Issuer including (i) the right to designate certain directors of the Issuer (and voting agreements/appointment of proxies to effect such designation rights); (ii) customary demand and piggy-back resale registration rights (once the Issuer has been a U.S. reporting company under SEC rules for at least 12 months and subject to customary indemnities, limitations and exceptions); (iii) restrictions on transfer with respect to certain of the Issuer’s equity securities (subject to certain exceptions), (iv) limitations on the acquisition of the Issuer’s equity securities without the approval of the Issuer’s Board and other customary standstill limitations (in each case, subject to certain exceptions), (v) information rights and (vi) confidentiality obligations.

The foregoing summary of the Shareholder Agreement is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained therein, and is subject to and qualified in its entirety by reference to the full text of the Shareholder Agreement, which is filed herewith as Exhibit B to this Statement and is incorporated by reference.

The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference.

Exhibit A — Joint Filing Agreement among the Reporting Persons, dated February 10, 2021.

Exhibit B — Shareholder Agreement, dated as of February 10, 2020 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4 initially filed by the Issuer on July 29, 2020).

SIGNATURE

After reasonable inquiry and to the best of each of the Reporting Person’s knowledge and belief, each of the undersigned certifies that the information se t forth in this statement is true, complete and correct.

EXHIBIT A

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D/A to which this Joint Filing Agreement is attached, and have duly executed this Joint Filing Agreement as of the date set forth below.