Landscape’s Acquisition of AP WIP Investments Holdings, LP Investor Presentation December 2019
Notice to Recipient Important Notices This document has been prepared by Landscape Acquisition Holdings, Ltd. (“LAHL”) solely for informational purposes in its presentation to prospective investors held in connection with the acquisition by LAHL of AP WIP Investments Holdings, LP (“APW”), and should not be construed to be, directly or indirectly, in whole or in part, an offer to buy or sell and/or a recommendation and/or a solicitation of an offer to buy or sell any security or instrument or to participate in any investment or trading strategy, nor shall any part of it form the basis of, or be relied on in connection with, any contract or investment decision in relation to any securities or otherwise. The information contained in this document is based on information received from APW and its affiliates and has not been independently verified by LAHL. Except where otherwise indicated, the information speaks as of the date hereof. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or any opinion contained herein. The information contained in this presentation should be considered in the context of the circumstances prevailing at the time and will not be updated to reflect material developments that may occur after the date of the presentation. None of LAHL, APW or any of their respective affiliates, officers, directors or advisors shall have any civil, criminal or administrative liability whatsoever (willful, in negligence or otherwise) for any loss arising from any use of this presentation or its contents or otherwise arising in connection with this presentation. Non-GAAP Financial Measures This presentation includes certain additional key performance indicators which are considered to be non-GAAP financial measures, including, but not limited to, Adjusted EBITDA. Each of LAHL and APW believe these non-GAAP financial measures provide an important alternative measure with which to monitor and evaluate LAHL’s ongoing financial results, as well as to reflect its acquisitions. The calculation of these financial measures may be different from the calculations used by other companies and comparability may therefore be limited. You should not consider these non-GAAP financial measures an alternative or substitute for APW’s results. Forward-Looking Statements This presentation contains certain statements that constitute forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Similarly, statements that describe LAHL’s expectations, intentions and projections regarding the combined company’s future performance, anticipated events or trends and other matters that are not historical facts are forward-looking statements, including expectations regarding: (i) the ability of LAHL to consummate the private placement; (ii) the ability of LAHL to effect the LSE re-listing and subsequent U.S. exchange listing; (iii) the future operating and financial performance of the combined company, (iv) the ability to drive shareholder value and achieve target levels of organic growth and long term leverage ratios, (v) the anticipated sources and uses of funding the purchase price and (vi) the expected pro forma capitalization table. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. There can be no assurance that the results and events contemplated by the forward-looking statements contained herein will in fact occur. None of the future projections, expectations, estimates or prospects in this presentation should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of assumptions, fully stated in the presentation. LAHL also cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and which may be beyond LAHL’s control. LAHL assumes no duty to and does not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting these statements. This presentation is strictly confidential, is being given solely for your information and for your use and may not be copied, reproduced, redistributed or passed on, directly or indirectly, in whole or in part, by any medium to any other person in any manner. No part of these materials may be retained following this presentation. By attending this presentation, you are agreeing to be bound by the foregoing limitations. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. 1
The Team Landscape Acquisition Holdings, Ltd. (“LAHL”) AP WIP Investments Holdings, LP (“AP Wireless” or “APW”) Noam Gottesman Mike Fascitelli Bill Berkman Scott Bruce Richard Goldstein Glenn Breisinger Founder & Managing Co-Founder of Imperial CEO of APW President of APW COO of APW CFO of APW Partner of TOMS Capital Companies Currently on the board of Former Chief Financial Currently on the Board of Former Managing Uniti Group (NASDAQ: Officer, Associated Co-Founder and Co- Former President and APW and Empire State Director, Associated UNIT) Partners and Liberty Chairman of Nomad Chief Executive Officer Realty Trust (NYSE: Partners and Liberty Associated Partners Foods (NYSE: NOMD) and current Trustee of the ESRT) Former Managing Associated Partners Board at Vornado Realty Director, Associated Former Director, PEG Trust (NYSE: VNO) Partners and Liberty Co-Founder, former Former Co-Managing Former Director, PEG Associated Partners Bandwidth Chairman and Co-CEO of Partner of Associated Bandwidth, CURRENT GLG Partners Partners Former Board member of Group, and Intellon Former VP, Associated CURRENT Group, Group and CFO, Former Board member of Lifeshield, Jingle, and Associated Former VP and General IAC (NASDAQ: IACI), PEG Bandwidth Communications Cellular Manager, Associated Liberty Satellite Telephone Operations Former VP and General Communications Cellular (NASDAQ: LSAT A/B) Counsel of Associated Telephone Operations and CMGI (NASDAQ: Former CFO, CURRENT Communications CMGI) and Teligent Group (NASDAQ: ACCMA/B) (NASDAQ: TGNTA/B) and the Associated Group, Inc. (NASDAQ: AGRP) Extensive experience managing and growing portfolios of long-term, diversified, real property and critical infrastructure assets and businesses 2
Why AP Wireless is an Attractive Opportunity for Landscape After an extensive search, APW stands out as a growth-oriented real estate opportunity characterized by favorable secular tailwinds and limited cyclical risk Landscape’s Rationale: investment criteria: Market leadership Pure play portfolio of property leases underlying critical communications infrastructure Origination platform in highly fragmented landlord market with ~$100bn addressable Platform for growth opportunity with multiple avenues for growth and corresponding value creation Predictable triple-net rental streams supported by a diversified, largely investment Robust durable cash flow grade tenant base Significant switching costs for mission-critical cell sites and easements in a global, Resilient position recession-resistant industry as shown by a minimal churn rate Bill Berkman-led management team with 30+ year track record of public company and Strong management private investing value creation Substantial inorganic and APW’s team generates other compelling opportunities to expand into adjacent digital organic expansion infrastructure which are beneficiaries of continuing growth in broadband demand opportunity 3
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