Item 1.01 Entry into a Material Definitive Agreement

Agreement and Plan of Merger

On March 1, 2023, Radius Global Infrastructure, Inc., a Delaware corporation (the "Company" or "we"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with APW OpCo LLC, a Delaware limited liability company ("OpCo"), 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 OpCo (the "OpCo Merger"), with 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 (the "Surviving Corporation").

The Merger Agreement was approved by the board of directors of the Company (the "Board'), acting upon the unanimous recommendation of a committee of the Board consisting only of independent and disinterested directors of the Board.

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, par value $0.0001 per share, of the Company (the "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 "Company Common Stock"), issued and outstanding immediately prior to the Company Merger Effective Time will be canceled for no consideration, (c) each share 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"), 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 "Company Preferred Stock"; the Company Preferred Stock together with the Company Common Stock, the "Company Capital Stock"), issued and outstanding immediately prior to the Company Merger Effective Time will be canceled for no consideration.

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 OpCo designated as "Class A Common" units under the Second Amended and Restated Limited Liability Company Agreement of 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 OpCo designated as "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 OpCo designated as the "Carry Unit" under the OpCo LLC Agreement will be canceled for no consideration.

At the Company Merger Effective Time or OpCo Merger Effective Time, as applicable, except as otherwise agreed by Parent and the applicable award holder: (a) each stock option and LTIP Unit (as defined in the Merger Agreement) that is outstanding as of the date of the Merger Agreement will vest (to the extent unvested) and be converted into the right to receive the Merger Consideration (less any applicable exercise price and with all applicable performance conditions deemed satisfied); (b) each share of restricted stock held by an employee and that is outstanding and unvested as of the Company Merger Effective Time will be converted into a cash-based award based on the Merger Consideration, and generally will remain outstanding and continue to vest in accordance with its terms, subject to accelerated vesting upon a termination of the holder's employment without cause, or as a result of the holder's death or disability, following the Company Merger Effective Time; and (c) each share of restricted stock that is held by a non-employee director of the Company and that is outstanding as of the Company Merger Effective Time will vest (to the extent unvested) and be converted into the right to receive the Merger Consideration.

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In addition, pursuant to the Merger Agreement, as of the OpCo Merger Effective Time, each unit of limited liability company interests of OpCo designated as a "Series A Rollover Profits" unit will be canceled for no consideration and each unit of OpCo designated as "Series B Rollover Profits" unit outstanding immediately prior to the OpCo Merger Effective Time will vest (to the extent unvested) and be converted into the right to receive the Merger Consideration.

Notwithstanding the foregoing, equity awards granted to employees after the date of the Merger Agreement will generally be converted into cash-based awards at the Company Merger Effective Time or OpCo Merger Effective Time, as applicable, based on the Merger Consideration, and will remain outstanding and eligible to vest in accordance with their terms, subject to accelerated vesting upon a termination of the holder's employment without cause, or as a result of the holder's death or disability, following the Company Merger Effective Time or OpCo Merger Effective Time, as applicable.

Closing Conditions

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, (d) compliance by the Company, 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, 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 unrestricted 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.

No-Shop

Under the Merger Agreement, the Company is subject to customary "no-shop" provisions that restrict the Company's ability to solicit alternative acquisition proposals from third parties, and/or to provide information to third parties and to engage in discussions with third parties, in each case, in connection with alternative acquisition proposals, subject to certain exceptions. However, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, the Company is permitted to provide non-public information and engage in discussions and negotiations with respect to alternative acquisition proposals that constitute or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement). Prior to obtaining the Company Stockholder Approval, the Board may, in certain limited circumstances, withdraw or modify its recommendation that the Company's stockholders adopt the Merger Agreement or recommend or otherwise declare advisable any Superior Proposal (an "Adverse Recommendation Change"), subject to complying with notice and other specified conditions, including giving Parent the opportunity to propose revisions to the terms of the transactions contemplated by the Merger Agreement during a match right period. Notwithstanding an Adverse Recommendation Change by the Board, unless Parent terminates the Merger Agreement, the Company is still required to convene the meeting of its stockholders.

Termination; Termination Fees

The Merger Agreement contains customary mutual termination rights for the Company and Parent, including if (a) the Mergers are not completed by September 30, 2023 (subject to extension to November 30, 2023 under specified circumstances), (b) any law or final injunction permanently prohibits consummation of the Mergers and (c) Company stockholders do not approve the Mergers.

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The Merger Agreement also contains customary termination rights (a) for the benefit of each party, including if the other party breaches its representations, warranties or covenants under the Merger Agreement to a degree that would cause a failure of the closing conditions (subject to a cure right), (b) for Parent, if the Board makes an Adverse Recommendation Change and (c) for the Company, if (i) the Company accepts and enters into a definitive acquisition agreement providing for a Superior Proposal or (ii) Parent fails to close the Mergers within a specified period after all closing conditions have been satisfied or 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 Merger Agreement is terminated under certain other 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 (the "Parent Termination Fee") 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 Board has made an Adverse Recommendation Change. 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 within a specified period after all closing conditions have been satisfied or 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.

Financing

Parent has obtained equity financing commitments for an aggregate amount of $1,798,600,000 for purposes of financing the transactions contemplated by the Merger Agreement. Certain investment funds affiliated with EQT and Public Sector Pension Investment Board ("PSP" and, such funds, collectively, the "Sponsors") have committed to capitalize Parent at the closing of the Mergers with equity contributions equal to $1,079,160,000 and $719,440,000, respectively, in each case on the terms and subject to the conditions set forth in the equity commitment letters between the Sponsors and Parent. In addition, the Sponsors have provided termination equity financing commitments in favor of Parent to fund its obligation to pay the Parent Termination Fee that may become payable to the Company under certain circumstances, subject to the terms and conditions set forth in the Merger Agreement and such termination equity financing commitments.

Other Terms of the Merger Agreement

The Merger Agreement contains customary representations and warranties of the Company, OpCo and the Parent Parties, in each case generally subject to customary materiality qualifiers. Additionally, the Merger Agreement provides for customary pre-closing covenants of the Company, OpCo and the Parent Parties, including covenants requiring the Company to use commercially reasonable efforts to carry on its business in all material respects in the ordinary course consistent with past practice, preserve its business organizations substantially intact, preserve its existing relationships with key customers and other persons with whom the Company has significant business relationships, keep available the services of its current officer and other key employees and refrain from taking certain types of actions, without Parent's consent (not to be unreasonably withheld, delayed or conditioned), subject to certain exceptions. The Company, OpCo and the Parent Parties also agreed to use their respective reasonable best efforts to obtain all antitrust and foreign investment approvals and consummate the Mergers as promptly as possible, subject to certain exceptions.

Prior to the closing of the Mergers, the Company will cooperate with Parent and use reasonable best efforts to cause the delisting by the Surviving Corporation of all shares of Class A Common Stock from the NASDAQ Global Market and the deregistration of all shares of Class A Common Stock under the Securities . . .

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit
Number       Description

2.1            Agreement and Plan of Merger, dated as of March 1, 2023, by and
             among Radius Global Infrastructure, Inc., APW OpCo LLC, Chord Parent,
             Inc., Chord Merger Sub I, Inc. and Chord Merger Sub II, LLC.*

104          Cover Page Interactive Data File - the cover page XBRL tags are
             embedded within the Inline XBRL document.

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of

Regulation S-K. The registrant hereby agrees to furnish supplementally to the

SEC a copy of any omitted schedule or exhibit upon request by the SEC.

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