AP WIP Investments Holdings, LP Investor Presentation December 2019 - - PowerPoint PPT Presentation

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Landscapes 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

SLIDE 1

Landscape’s Acquisition of AP WIP Investments Holdings, LP

Investor Presentation

December 2019

SLIDE 2

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

therwise 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

therwise) 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.

SLIDE 3

Extensive experience managing and growing portfolios of long-term, diversified, real property and critical infrastructure assets and businesses

The Team

Glenn Breisinger



CFO of APW



Former Chief Financial Officer, Associated Partners and Liberty Associated Partners



Former Director, PEG Bandwidth



Former VP, Associated Group and CFO, Associated Communications Cellular Telephone Operations



Former CFO, CURRENT Group

Richard Goldstein



COO of APW



Former Managing Director, Associated Partners and Liberty Associated Partners



Former Director, PEG Bandwidth, CURRENT Group, and Intellon



Former VP and General Manager, Associated Communications Cellular Telephone Operations

Mike Fascitelli



Co-Founder of Imperial Companies



Former President and Chief Executive Officer and current Trustee of the Board at Vornado Realty Trust (NYSE: VNO)

Noam Gottesman



Founder & Managing Partner of TOMS Capital



Co-Founder and Co- Chairman of Nomad Foods (NYSE: NOMD)



Co-Founder, former Chairman and Co-CEO of GLG Partners

Bill Berkman



CEO of APW



Currently on the Board of APW and Empire State Realty Trust (NYSE: ESRT)



Former Co-Managing Partner of Associated Partners



Former Board member of IAC (NASDAQ: IACI), Liberty Satellite (NASDAQ: LSAT A/B) and CMGI (NASDAQ: CMGI) and Teligent (NASDAQ: TGNTA/B)

Scott Bruce



President of APW



Currently on the board of Uniti Group (NASDAQ: UNIT)



Former Managing Director, Associated Partners and Liberty Associated Partners



Former Board member of CURRENT Group, Lifeshield, Jingle, and PEG Bandwidth



Former VP and General Counsel of Associated Communications (NASDAQ: ACCMA/B) and the Associated Group, Inc. (NASDAQ: AGRP)

AP WIP Investments Holdings, LP (“AP Wireless” or “APW”) Landscape Acquisition Holdings, Ltd. (“LAHL”)

SLIDE 4

Why AP Wireless is an Attractive Opportunity for Landscape

Rationale:

    

After an extensive search, APW stands out as a growth-oriented real estate opportunity characterized by favorable secular tailwinds and limited cyclical risk

Predictable triple-net rental streams supported by a diversified, largely investment grade tenant base Pure play portfolio of property leases underlying critical communications infrastructure Origination platform in highly fragmented landlord market with ~$100bn addressable

pportunity with multiple avenues for growth and corresponding value creation

Significant switching costs for mission-critical cell sites and easements in a global, recession-resistant industry as shown by a minimal churn rate Bill Berkman-led management team with 30+ year track record of public company and private investing value creation



Landscape’s investment criteria: Market leadership Platform for growth Robust durable cash flow Resilient position Strong management Substantial inorganic and

rganic expansion
pportunity

APW’s team generates other compelling opportunities to expand into adjacent digital infrastructure which are beneficiaries of continuing growth in broadband demand

SLIDE 5

AP Wireless – The Company 33%

5-year lease revenue CAGR

81%

investment grade tenants(5) (counterparties)

19

countries in present footprint

What we do

We are one of the largest global aggregators of real property interests and attached rents (“ground rents”) underlying wireless telecommunications cell sites with mobile network

perators (“MNOs”) and tower

companies

Landlord / APW Tenants escalating rent

Our portfolio

Holds underlying real property interests and attached revenue streams critical for wireless communication Triple-net leases are typically low risk and generally originated at 10% unlevered yields(1) with favorable lease characteristics

~5,400

Lease streams(2)

~$680mm

invested to-date

~60%

7-year Revenue CAGR

~4,100

Sites(2)

Note: Financial and operating statistics as of 30 June 2019, unless otherwise noted. (1) Comprised of initial all-in weighted average unlevered yields of 7% - 8% with 2% - 3% annual inflation-linked growth. (2) Represents total sites and lease streams acquired by the Company since inception, net of churn. (3) As of November 30, 2019. (4) Ground cash flow (“GCF”) is similar to concept of tower cash flow (“TCF”) concept and includes only revenues and expenses related to ground lease sites. GCF = Ground lease revenue – site specific costs (as applicable). (5) Based on in-place rent as of 30 June 2019 and corporate rating of obligor to extent available (if not available, parent rating used). Top 20 customers represent 86% of 30 June 2019 in-place rent.

Our origination platform

APW’s ~300 person team acquires existing tower and rooftop antennae rent streams from highly fragmented set of property owners Sites underwritten based on multiple tenants, strategic location, and tenant credit quality

99.6%

ground cash flow(4) margin

$60

million in-place run rate rent revenue(3)

confirm measure for “largest”, provide backup for organic growth rate, provide backup for 10% unlevered Our tenants

Property right establishes long- term resilient “toll road” to collect telecom cash flows Our top 20 tenants are predominantly investment grade MNOs and tower companies

$45.5mm

2018 Revenue 2011 Revenue

$1.7mm

SLIDE 6

AP Wireless – Our Asset Origination Platform

Note: Diagram for illustrative purposes only. (1) Originations based on respective year end exchange rates. Annual originations includes capital expenditures and excludes origination costs.

19 Countries Proprietary Screening Process and Database On-the-Ground Presence First-Mover Advantage $8 $37 $53 $56 $64 $67 $67 $75 $80

2010 2011 2012 2013 2014 2015 2016 2017 2018 ($ in millions)

AP Wireless has successfully acquired ~5,630 lease streams since 2010, deploying over $680 million

Estimated <1%

f market

5,630

Lease streams closed to date

110k+

Landlord dialogues

30k+

In process (Leases received)

3,616

Active negotiations

700k+

Opportunities with a landlord address

700k+

Opportunities with a landlord address

337

Underwritings

Annual originations since inception(1)

Data-Driven Sourcing and Underwriting

Proven Execution and Scale

SLIDE 7

AP Wireless – Our Portfolio Characteristics

Note: Diagram for illustrative purposes only.

− “Mission-critical” infrastructure with significant switching costs − Property Right term ranges from 25 years to perpetuity/99 years (fee simple) − Weighted average lease term with tenants is ~8 years − Rent streams are typically triple-net with zero required maintenance capex, attractive operating margins and limited operational risk − Growth from contractual annual rent escalations (2% – 3%), plus additional revenue enhancement opportunities (e.g., renewals, new tenants) − Gross churn has averaged approximately 1.5% annually during the last 3 years

Rent Attributes

escalating rent escalating rent escalating rent, contracted directly with easement owner Select TowerCos

Ground Lease Property Right

AP W ireless

Select MNOs / Carriers

Rooftop easement

AP W ireless

Select MNOs / Carriers

Tower Rooftop

Ground lease / Easement Mobile Operator TowerCo

SLIDE 8

Data usage per capita driving need for network coverage and densification to meet speed and capacity demands Telecom spend by network

Global Broadband Demand Generates Wide Ranging Property & Infrastructure Opportunities

Source: Ericsson Mobility Report (November 2018), Fierce Wireless Group, Morgan Stanley Research. (1) Mobile data traffic per active smartphone per month. “Ericsson Mobility Report,” November 2018. (2) “Small Cell Network Market 2019 Global Trends, Size, Industry Segments, and Growth by Forecast to 2023.” (3) Morgan Stanley, “5 Drivers of 5G Value”, includes estimated spectrum, base transceiver station, transmission, and tower spend in the U.S. between 2011 - 2018. (4) Morgan Stanley, “5 Drivers of 5G Value”, assumes the bull range of Morgan Stanley’s 5G capex spend between 2019 – 2030 in the four largest 5G markets: U.S., Korea, China, and Japan.

Small cell sites expected to grow 23% globally by 2023(2) Importance of strategically located wireless easements has never been greater

TowerCos, fiber networks and power MNOs / Carriers Ground leases

AP W ireless

MNOs / Carriers TowerCos

There is a need for enhanced network coverage and densification to meet speed and capacity demands

Explosive data growth… Leads to... Sector beneficiaries

GB(1)

2018A

GB(1)

2024E

$522

billion(3)

$1.15

trillion(4)

Large percentage of the world transitioning from 2G / 3G mobile networks to 4G / 5G mobile networks

Ground leases under towers are fundamental infrastructure building blocks

SLIDE 9

Digital Infrastructure / Property Segments Represent Multiple Paths for Long-term Sustainable Growth

– per APW’s mark

Wireless Real Properties’ Multiple Growth Drivers



Core origination − Local presence in high opportunity countries



Portfolio acquisitions − Early stage discussions with a number of portfolio acquisitions of smaller leases around the globe



Revenue enhancements − Sustained effort to add co-location tenants

What makes digital infrastructure a compelling investment opportunity

Small Cells



Typically deployed indoors and

utdoors to add capacity and / or

coverage in small geographic areas



Rent electronics and connectivity to small cell typically provided by fiber optics



Development of Build to Suit

pportunities



Acquisitions and investments in single assets as well as portfolios

Fiber Optic Networks



Glass wire equivalent transmitting data streams as laser signals



Seek long-term contracts servicing point-to-point connections to wireless towers (backhaul), data centers and other customers



Development of Build to Suit

pportunities



Acquisitions and investments in single assets as well as portfolios

Data & Switching Centers



Structures providing space, security, cooling systems and high availability electric power (megawatts) to house mobile equipment, computer servers and storage



Development of Build to Suit

pportunities



Acquisitions and investments in single assets as well as portfolios

Other Opportunities



Identified other digital property right lease streams with similar characteristics, including wireless spectrum and satellites



Development of Build to Suit

pportunities



Acquisitions and investments in single assets as well as portfolios

 

Today

Small Cells Fiber, Coax, etc. Opportunistic Data & Switching Centers Wireless Real Properties

Wireless Towers



Typically ground anchored steel structures that range in size from ~100 feet to 400 feet



Rent space to MNOs, public safety, other government agencies and more



Development of Build to Suit

pportunities



Acquisitions and investments in single assets as well as portfolios Wireless Towers 

Revenue streams are generated from tenants “mission critical” requirements and typically have long-term contracts minimizing churn



High grade credit of tenant counterparties limit the risk of default and subsequent disruptions to revenue



Revenues are recession-resilient and have minimal correlation to the macro economy



Access to historically low cost leverage

 

Expansion into other existing durable, recession-resistant rental streams under critical communications infrastructure

SLIDE 10

(1) Based on purchase consideration of $859.5 million, plus estimated fees and expenses of $30 million, net of seller’s share of fees and expenses. Assumes $10.00 per share based on approximately 85 million shares and share- equivalents (including 50 million shares from LAHL, 30 million from the anticipated private placement and 5 million of rollover equity) and net debt from APW credit facility of approximately $39 million. Excludes long-term incentive plan subject to both time- and performance-based vesting (approximately 8.7 million common share-equivalents). (2) Analysis does not assume exercise of Landscape’s existing 50 million warrants (16.7 million common share-equivalents) struck at $11.50 / share. (3) Cash to sellers reduced by $4 million share of fees and expenses. (4) Includes accrued interest and installments payable. (5) Pro forma as of Q2 2019 including $300 million of incremental cash from expected private placement.

Transaction Overview

 Pro forma enterprise value

− $890 million(1) − Multiple of 16.2x Q2 2019 LQA in-place rent of $55 million

 Equity purchase value

− LAHL founders and Bill Berkman to own approximately $60 million of equity in the pro forma business − Private placement of up to $300 million(2) including $100 million committed from Centerbridge Partners, L.P. to provide incremental cash to balance sheet

 Estimated $500 million(5) of pro forma cash on balance

sheet and leverage capacity to fund growth strategy

 To seek readmission onto the London Stock Exchange

followed by a listing on a US-based exchange

($ in mm) ($ in mm)

$ Adj. Pro forma Domestic debt facility $157 $157 International debt facility 383 383 Gross debt $539 $539 Cash ($67) ($433) ($500) Net debt $473 $39 x Q2 '19 in-place rent 8.6x 0.7x Sources $ % Cash on hand at Landscape $500 58.8% Cash from private placement 300 35.3% Roll-over equity 50 5.9% Total Sources $850 100.0% Uses $ % Cash to sellers $333 39.1% Roll-over equity 50 5.9% Cash to balance sheet 433 51.0% Fees and expenses 34 4.0% Total Uses $850 100.0%

(2) (3)

Pro forma capitalization as of Q2 2019 Estimated sources and uses

(4)

SLIDE 11

AP Wireless

Company Overview

SLIDE 12

Investment Highlights

1

Strong tailwinds from global growth in mobile data consumption and infrastructure upgrades due to continued transition to 5G networks ensure that cell site ground rents remain fundamental building blocks of digital infrastructure

5

Seasoned management team led by Bill Berkman and supported by Noam Gottesman and Mike Fascitelli

4

Predictable and durable escalating rent annuity with no maintenance capital expenditures from high credit quality tenants generates compelling risk-adjusted yields

2

Properties underlying “mission critical” infrastructure with high barriers to entry due to required expertise, zoning restrictions and “NIMBY” (“not in my backyard”) considerations

3

Proven wireless ground rent origination platform based on data-driven, underwriting to continue consolidating fragmented wireless easement market

AP Wireless

SLIDE 13

Opportunity to Consolidate Growing Fragmented Market

Note: APW statistics based on 4,084 APW sites as of 30 June 2019. (1) Europe includes sites in Turkey and Australia. Total sites based on internal APW estimates.

Tremendous white space to continue APW’s roll-up strategy across the globe

435,000 2,218

Total sites APW sites

Europe (1)

APW penetration:

~0.5%

368,000 1,161

Total sites APW sites

North America (1)

APW penetration:

~0.3%

116,000 705

Total sites APW sites

South America (1)

APW penetration:

~0.6%

17%

f APW portfolio in

South America

28%

f APW portfolio in

North America

54%

f APW portfolio in

Europe

SLIDE 14

Underlying APW-owned Leases Support Mission Critical Infrastructure

Cost of Decommission $20,000 - $50,000 (1)

Source: AltmanVilandrie & Co. Analysis Note: Diagram for illustrative purposes only, not to scale. (1) Depends on country and type of tower. Cost of decommission is typically the obligation of the tower owner.

Infrastructure



“Backhaul” connectivity (e.g., fiber, microwave, coax)



Existing equipment on site



Coverage and Capacity



Proximity to other competitors and tenant’s pre-existing cell sites



Physical location (e.g., height, land for expansion, airspace, plans for obstructive construction)



Underwriting Characteristics

Terms



Term of underlying lease with tenant



Asset term available for acquisition



Financial terms (e.g., right of first refusal, price, magnitude of annual escalator, pre-existing mortgage)





Contractual requirement for tenant to return ground to

riginal state



Significant decommissioning costs and upfront cost to rebuilding wireless infrastructure

High Financial Costs of Switching



Labor and Time Intensive



Difficulty identifying underlying land / easement owner resulting in long lease execution processes



Limited Alternatives



Not In My Backyard attitude (“NIMBY”) and restrictive zoning laws results in difficulty replicating APW’s global portfolio



Mission Criticality of Tower and Cell Sites



Location and height designed for optimal coverage and wireless signal range



Demand for ubiquitous coverage outdoors and indoors

Network Topology



Cost of Replenishment $150,000 - $275,000 (1)

SLIDE 15

Attractive High Credit Quality Tenant Base

Carriers 68% TowerCos 27% Other 5% Triple-net 91% Fee simple 9%

Source: Bloomberg, S&P and Moody's website. (1) Based on in-place rent as of 30 June 2019. (2) Based on in-place rent as of 30 June 2019 and corporate rating of obligor to extent available (if not available, parent rating used). Top 20 customers represent 86% of 30 June 2019 in-place rent. (3) Tenant base diversification calculated as a percentage of 2018 revenue.

Tenant 1 9% Tenants 2-5 29% Tenants 6-10 22% Tenants 11- 15 15% Tenants 16- 20 9% Other 16% Investment Grade 81% Non-IG 19%

Top 20 tenants by corporate credit rating (2) Rent by tenant type (1) Tenant rent concentration (3) Rent by property right / lease type (1) Top 20 tenants

SLIDE 16

Tower 72% Rooftop 24% Other 4% Tower 57% Rooftop 40% Other 3%

Portfolio Attributes

49.5 49.5 27.3 North America Europe South America

(1) Based on in-place rent as of 30 June 2019. (2) Includes Water Tank, Church Spire, Chimney, HUB, Pylon, Wind Turbine and Utility Pole. (3) OMV represents Open Market Value.

Monthly 43% Quarterly 12% Bi-Annually 5% Annual 41%

Asset type (International)(1) Asset type (Domestic)(1) Rent payment frequency(1)

Index 50% OMV 10% Higher of Index / OMV 5% Fixed 33% Index / OMV 1% None 1% Easement Interest 28% Fee Simple Interest 9% Leasehold Interest 35% Usufruct 14% Assignment

f Rents

10% Other 4%

Transaction type(1) Annual escalator(1)

(2) (2) (3) (3) (3)

Weighted average remaining property right term (years)

SLIDE 17

Tenant Lease Tenor



Typical duration of 5 years at lease commencement − Multiple 5 year renewal terms at option of tenant − No changes to lease terms without mutual agreement

 ~13 year average customer tenure of existing contracts

Limited Churn



Gross churn of approximately 1.5% annually during the last 3 years − “Mission critical” nature of infrastructure and wireless coverage impact from decommissions or moving sites limits churn − Indirect financial burden of tower removal contractually placed with tenant, further limits churn

Built-in Growth



88% fixed escalators in the U.S.; portfolio average of 3%



66% inflation index-based escalators internationally



Additional revenue enhancement opportunities (e.g. uplift from mark-to-market, co-tenancy)



97% triple-net leases in the U.S.



89% triple-net leases internationally

Triple-Net Leases

Favorable Lease Characteristics

SLIDE 18

Sample Economics of Originating a Single Site

Acquired sites offer attractive yield with built-in organic growth over a multi-decade long period, with minimal ongoing operating costs

Metric Statistic All-in acquisition cost(1) ~$144,000 In-place escalator CPI Landlord / Property right term 30 years Lease type Easement Organic annual revenue growth 2 – 3% Annualized rent $12,000 Operating expenses Nominal Ground cash flow $12,000 Unlevered initial yield, fully burdened ~8% Levered initial yield, fully burdened(2) ~13% Unlevered IRR, fully burdened(3) ~10% Levered IRR, fully burdened(2)(3) ~15%

(1) Blended all-in acquisition cost represents an average of both international and domestic sites. (2) Assumes 8.0x leverage on annualized rent at 5.5% interest rate. (3) Hold yield benefits from 2% - 3% annual inflation-linked growth.

SLIDE 19

AP Wireless is Led by an Experienced Team of Industry Veterans

Bill Berkman Co-Chair & CEO

f AP Wireless

Scott Bruce President of AP Wireless Richard Goldstein COO of AP Wireless CB Mulhern Jay Birnbaum General Counsel of AP Wireless

Core management team has worked together for ~30 years managing digital telecommunications companies, including two previously public entities

Managing Director of AP Wireless Glenn Breisinger CFO of AP Wireless

APW’s operating team includes 300 local, on-the- ground professionals identifying and sourcing high ROI properties

Select prior investments Select prior digital infrastructure operating businesses

SLIDE 20

AP Wireless

Financial Summary

SLIDE 21

Operating KPI Summary (as of 30 June 2019)

$16.9 $23.1 $28.8 $36.2 $45.5 $50.5

2014A 2015A 2016A 2017A 2018A LTM 6/30A

1,804 2,522 3,234 3,971 4,904 5,381

2014A 2015A 2016A 2017A 2018A 6/30A

$16.8 $23.0 $28.7 $36.0 $45.2 $50.3

2014A 2015A 2016A 2017A 2018A LTM 6/30A

1,273 1,770 2,336 2,969 3,717 4,084

2014A 2015A 2016A 2017A 2018A 6/30A

($ in millions) ($ in millions) (actuals) (actuals)

(1) Ground cash flow is equal to revenue less taxes, utilities, maintenance and insurance related to fee-simple sites. (2) Remaining lease term as of 30 June 2019.

 Weighted average

portfolio remaining property right of ~45 years(2)

 Weighted average

remaining tenant lease tenor of ~11 years

 Revenue growth

supported by

rigination activity

and 2% to 3% embedded organic growth Number of sites Number of lease streams Revenue Ground cash flow(1)

SLIDE 22

Growth capital comprised of both purchase price of rent (capex), as well as in-house origination team cost



Since inception, consistent ability to originate new assets at attractive, all-in weighted average unlevered yields of 7% - 8%



Opportunity to − Increase investments in SG&A to increase origination activity in existing countries as well as open new countries − Expect SG&A efficiencies with greater scale − Improve fully-burdened yields over time through increasing scale and operating leverage

Ground Cash Flow(1) and Growth Capital

Ground cash flow represents long-term, resilient cash flow generation capability of portfolio



Embedded 2% - 3% contractual rent escalations



Additional revenue enhancement opportunities (e.g., renewals and / or lease-ups from existing tenants, co- tenancy)



Base rent increase at lease renewals



Gross churn of approximately 1.5% annually



Typically, zero maintenance capex Adjusted EBITDA is burdened by 100% of Origination and Portfolio SG&A (“O&P SG&A”), of which an estimated 80% is directly related to originating assets and 20% relates to portfolio property management

 Investments in incremental FTEs are driving origination

growth

Implied yields GCF

(1) GCF is similar to tower cash flow (“TCF”). (2) Represents cash purchase price, plus deferred consideration, if any. Growth Capex excludes de minimis fixed asset purchases (e.g., computers) and OP-SG&A. (3) All-in cost required to acquire lease stream properties; also can be viewed as total growth capex.

Adjusted EBITDA (Fully Burdened for Origination Expense)

SG&A impact inflated due to seasonality; typically 60% of originations occur in the second half of the year

CAGR 2014 2015 2016 2017 2018 LTM 6/30 '14 - '18 Revenue (Rent) $16.9 $23.1 $28.8 $36.2 $45.5 $50.5 28.0% Less: Cost of Service 0.1 0.1 0.1 0.2 0.2 0.2 GCF $16.8 $23.0 $28.7 $36.0 $45.2 $50.3 28.0% % of Revenue 99.6% 99.6% 99.6% 99.6% 99.5% 99.7% CAGR 2014 2015 2016 2017 2018 LTM 6/30 '14 - '18 GCF $16.8 $23.0 $28.7 $36.0 $45.2 $50.3 28.0% Less: Origination and Portfolio SG&A ("O&P SG&A") 17.8 19.2 19.5 21.5 24.8 29.1 NM Adjusted EBITDA ($0.9) $3.8 $9.2 $14.5 $20.4 $21.2 NM Memo: Growth Capex (2) $63.9 $66.8 $66.6 $75.2 $79.8 $83.0 2014 2015 2016 2017 2018 LTM 6/30 Growth Capex(2) $63.9 $66.8 $66.6 $75.2 $79.8 $83.0 O&P SG&A 17.8 19.2 19.5 21.5 24.8 29.1 Total Growth Capital(3) $81.7 $86.1 $86.1 $96.6 $104.7 $112.2 O&P SG&A as a % of Total Growth Capital 21.8% 22.4% 22.6% 22.2% 23.7% 26.0% Acquired Annualized Rents $6.2 $6.6 $7.0 $8.2 $8.6 $8.9 Implied yields Unlevered Asset Purchase Only Initial Yield (Capex) 9.7% 9.8% 10.5% 11.0% 10.8% 10.7% Less: Impact of O&P SG&A 2.1% 2.2% 2.4% 2.4% 2.6% 2.8% Unlevered Initial Yield, Fully Burdened 7.6% 7.6% 8.1% 8.5% 8.2% 7.9%

SLIDE 23

Framing the Transaction Valuation

Note: Based on LTM metrics. Market data as of 20 November 2019. (1) As of 30 June 2019. (2) TUMI = Taxes, Utilities, Maintenance and Insurance expense as applicable. (3) An estimated 80% of OP – SG&A is related to origination and 20% to maintaining the portfolio.

Portfolio Origination Consolidated Memo: Q2’19 LQA Rent $55.0 – $55.0 Q2’19 LTM Rent $50.5 – $50.5 (–) Site specific costs (TUMI)(2) 0.2 – 0.2 LTM Ground cash flow ("GCF") $50.3 – $50.3 O&P-SG&A(3) $5.8 $23.3 $29.1 Capex – 83.0 83.0 LTM Growth Capital $5.8 $106.3 $112.1 LTM Adjusted EBITDA $44.5 ($23.3) $21.2 Memo: Acquired rent – $8.9 $8.9 Implied valuation multiples

Acq. Rent /

Growth Capital

Acq. Rent / Growth

Capital EV ($890mm) / LQA 6/30 Rent 16.2x EV ($890mm) / LTM 6/30 Rent 17.6x EV ($890mm) / LTM GCF 17.7x 8.4% 7.9% EV ($890mm) / LTM Adj. EBITDA 20.0x

A B

($ in millions)

Illustrative valuation approach (based on Q2 ’19 LTM performance) Portfolio

5,400 in-place rent streams(1) generating steady, escalating cash flows with low required SG&A Primarily valued based on traditional valuation metrics and NTM rent

Origination platform

In-country dedicated teams identifying, underwriting and acquiring lease streams one by one Valuation based on implied yields on invested capital

Expert team Database

We view AP Wireless as (i) a current portfolio of yielding assets that are also growing organically and (ii) an

rigination platform acquiring assets

at attractive rates of return on invested capital Portfolio



AP Wireless generated $50.5 million of rent over the last twelve months – which will grow via escalators; $55.0 million of rent in Q2’19 (annualized)



Approximately $5.8 million of O&P- SG&A (20% of total O&P SG&A) is related to maintaining the platform



Assuming full allocation of the pro forma enterprise value ($890.0 million) to the in-place portfolio implies a 16.2x LQA rent multiple or a 20.0x LTM Adjusted EBITDA multiple Origination platform



Over the last twelve months, AP Wireless invested $83.0 million in direct capex and approximately $23.0 million in origination-related SG&A



With approximately $8.9 million in acquired rents, the origination platform yields assets at ~8.4%

B A

SLIDE 24

Domestic 29% International 71% Domestic 30% International 70%

Diversified Funding Strategy

 Flexible and scalable funding base

− International borrowing shelf of up to £1.0bn through listed Irish Credit Vehicle (pass through note program) − Drawn borrowings in GBP and EUR presently − Ability to borrow in CAD and AUD − Leverage at 8-9x annual rent on a senior secured basis

 Outstanding debt is 100% fixed rate with a

blended c. 7 year remaining term and approximately one-third in USD, GBP and EUR denominations, roughly matching core ground-lease rent currencies

 U.S. debt facility

− Fixed rate loans outstanding of ~$150mm − Fixed rate coupon of 6.50% for ~$50mm maturing in 2020 − Fixed rate coupon of 4.25% for the ~$100mm maturing in 2023

 International debt facility

− Fixed rate loans outstanding of ~$360mm(2) − Matures in 8 years − Fixed rate coupon of 4.25% Revenues(1)

USD 30% GBP 28% EUR 14% Other 28%

Rent by Currency Debt outstanding(2)

(1) As of 30 June 2019. (2) Excludes installments payable. .

APW Balance Sheet (30 June 2019) Revenue currency matching

 Borrow locally to match asset with

corresponding currency, reducing FX volatility

 Increased scale of rent base will drive

down the cost of debt

 Seek to scale unsecured international

debt

 Transaction and anticipated private

placement will provide significant incremental cash to the balance sheet creating additional flexibility and liquidity

Financing goals

SLIDE 25

AP Wireless

Appendix

SLIDE 26

Income Statement(1)

2014 2015 2016 2017 2018 LTM 6/30/19(2) Revenue $16.9 $23.1 $28.8 $36.2 $45.5 $50.5 Less: Cost of Service(3) 0.1 0.1 0.1 0.2 0.2 0.2 Ground Cash Flow $16.8 $23.0 $28.7 $36.0 $45.2 $50.3 SG&A 18.7 20.0 20.3 22.7 26.9 29.9 Depreciation and Amortization 11.6 15.7 19.1 23.8 28.9 30.9 Non-cash Impairment 0.3 1.6 0.9 1.9 0.3 1.3 Total Operating Expense $30.6 $37.2 $40.2 $48.4 $56.1 $62.1 Operating Loss ($13.8) ($14.3) ($11.6) ($12.4) ($10.9) ($11.8) Other, net 0.7 0.6 0.3 1.7 (1.8) (1.2) Realized / Unrealized Gain / (Loss) on Foreign Currency Debt 0.0 0.0 9.7 (10.4) 13.8 9.2 Non-cash Management Carve-out Plan Expense 0.0 0.0 0.0 0.0 (5.2) (6.0) Loss on Extinguishment of Debt (1.2) 0.0 (1.3) 0.0 0.0 0.0 Interest Expense (11.5 ) (14.7 ) (21.4 ) (26.4) (28.0) (30.2) Net Loss Before Taxes ($25.8) ($28.4) ($24.2) ($47.5) ($32.1) ($40.0)

Prov. Income Taxes

0.0 0.0 0.0 0.0 (0.8) (0.9) Net Income / Loss ($25.8) ($28.4) ($24.2) ($47.5) ($32.9) ($40.9)

(1) Figures exclude an estimated $8.5 million of cash expense resulting from the internalization of the management team. (2) Management is in the process of assessing the impact of FASB ASC 606 (Revenue Recognition from Contracts with Customers) and FASB ASC 842 (Lease Accounting Standard). At this time it is not anticipated that the impact, if any, of the adoption of ASC 606 and ASC 842 to the 30 June 2019 figures above will be material. (3) Cost of Service includes taxes, utilities, maintenance and insurance related to fee-simple sites.

“SG&A includes X, Y, and Z to reflect standalone property interest”) and confirm the new footnotes

SLIDE 27

EBITDA Reconciliation

2014 2015 2016 2017 2018 LTM 6/30/19(2) Net Loss ($25.8) ($28.4) ($24.2) ($47.5) ($32.9) ($40.9) Depreciation and Amortization 11.6 15.7 19.1 23.8 28.9 30.9 Interest Expense 11.5 14.7 21.4 26.4 28.0 30.2 Tax Expense 0.0 0.0 0.0 0.0 0.8 0.9 EBITDA ($2.7) $2.0 $16.3 $2.7 $24.8 $21.1 Non-cash Impairment 0.3 1.6 0.9 1.9 0.3 1.3 Loss on Extinguishment of Debt 1.2 0.0 1.3 0.0 0.0 0.0 Realized / Unrealized (Gain) / Loss on Foreign Currency Debt 0.0 0.0 (9.7) 10.4 (13.8) (9.2) Non-cash Management Carve-out Plan Expense 0.0 0.0 0.0 0.0 5.2 6.0 Non-cash foreign currency adjustments 0.3 0.2 0.5 (0.5) 3.9 2.0 Adjusted EBITDA ($0.9) $3.8 $9.2 $14.5 $20.4 $21.2 SG&A 18.7 20.0 20.3 22.7 26.9 29.9 Other, net (0.7) (0.6) (0.3) (1.7) 1.8 1.2 Non-cash Foreign Currency Movements (0.3) (0.2) (0.5) 0.5 (3.9) (2.0) Origination and Portfolio Overhead / SG&A $17.8 $19.2 $19.5 $21.5 $24.8 $29.1

“SG&A includes X, Y, and Z to reflect standalone property interest”) and confirm the new footnotes EBITDA Reconciliation(1) Origination & Portfolio Overhead / SG&A(1)