DGAP-News: CiG Wireless Corp. Closes $35 Million Preferred Stock Financing
(firmenpresse) - CIG Wireless Corp.
05.08.2013 15:00
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Completes Acquisitions of Towers From Liberty Towers, LLC&Star Tower Antenna
Rental, LLC
ATLANTA, 2013-08-05 15:00 CEST (GLOBE NEWSWIRE) --
CiG Wireless Corp. (OTCBB:CIGW) ('CiG' or the 'Company'), a leading
independent owner and operator of wireless communications infrastructure in the
United States, announced today that it has completed a $35 million preferred
stock financing agreement with funds managed by Fir Tree Partners ('Fir Tree'),
a New York based private investment fund. Fir Tree invested $35 million into
the Company's newly created Series A-1 Non-Convertible Preferred Stock and
Series A-2 Convertible Preferred Stock at the initial closing on August 1,
2013. The Series A-2 Preferred Stock is initially convertible into 29,297,652
shares of the Company's common stock. The Company holds certain conditional
rights to call up to $25 million in additional investment from Fir Tree for
acquisitions, subject to certain enumerated conditions satisfactory to Fir
Tree.
As part of the financing agreement, Scott Troeller and Jarret Cohen, both
executives of Fir Tree, will be joining the Company's Board of Directors after
the transaction closes. Messrs. Sebastien Koechli and Gert Rieder resigned from
the Board prior to the closing.
Simultaneously with the closing, the Company completed the previously announced
acquisitions of Liberty Towers LLC ('Liberty'), and Southern Tower Antenna
Rental, LLC ('STAR'). The Liberty acquisition includes 38 fully constructed
communications towers and 252 works-in-progress sites. The Liberty transaction
was completed for aggregate consideration of $33.7 million, paid in cash and
shares of common stock of the Company. The STAR acquisition, which includes 28
fully constructed communications towers, was consummated in cash for $12.5
million. The Company used the proceeds from the Fir Tree financing, together
with proceeds from its existing bank facility, to fund these purchase prices
and pay acquisition and financing related transaction expenses.
The Liberty and STAR acquisitions significantly increase CiG's tower portfolio
to 139 fully constructed communications towers and will create a robust and
geographically diverse works-in-progress pipeline of development sites.
'This financing is a transformational event in the life of our Company,
allowing us to close on two major acquisitions, which immediately enhances our
tower footprint all across America,' said Paul McGinn, President and CEO of
CiG. 'It also provides us with direct access to additional capital, which, when
coupled with our existing senior debt facility with Macquarie Bank Limited,
will support the acceleration of our growth through acquisition strategy.'
Macquarie Capital (USA) Inc., acted as the exclusive placement agent for the
financing.
About CiG Wireless Corp.
CiG Wireless Corp. (www.cigwireless.com) is a leading independent owner and
operator of wireless communications infrastructure in the United States. The
primary focus of the Company is leasing antenna space on its multi-tenant
towers to a variety of wireless service providers under long-term lease
contracts. The Company's shares are traded publicly in the US on the OTC
Bulletin Board (CIGW) and on the Entry Standard of the Frankfurt Stock Exchange
under the symbol (6CW).
About Fir Tree Partners
Fir Tree Partners was founded in 1994 and located in New York City (HQ) and
Miami, is a value-oriented investment manager that manages private investment
funds for endowments, charitable and philanthropic foundations, pension funds
and other institutional and private investors. Fir Tree invests worldwide in
public and private companies and real estate across a wide variety of sectors
and securities, and sovereign debt.
Safe Harbor Statement
This press release contains 'forward-looking statements' as defined in the U.S.
Private Securities Litigation Reform Act of 1995. These statements are based
upon our current expectations and speak only as of the date hereof. These
forward-looking statements are based upon currently available competitive,
financial, and economic data and management's views and assumptions regarding
future events. Our actual results may vary materially from the forward-looking
statements as a result of various factors and uncertainties. The Company cannot
provide assurances that any projections, goals, future events and other
prospective matters described in this press release will be successfully
completed or that the Company will realize the anticipated benefits of any
transactions. Various risk factors that may affect our business, results of
operations and financial condition are detailed from time to time in the Annual
Report on Form 10-K and in the Current Reports on Form 8-K and other filings
made by the Company with the U.S. Securities&Exchange Commission. The Form
8-K that will be filed by the Company regarding the matters disclosed herein
contains significant information and additional details related to the issuance
of the Preferred Stock and the tower acquisition transactions. The Form 8-K
should be carefully reviewed in its entirety prior to making any decision
related to investment in the Company's common stock. The Company undertakes no
obligation to update information contained in this press release.
Neither the Preferred Stock nor the common stock issuable upon conversion
thereof has been registered under the Securities Act of 1933, as amended, or
any state securities laws and they may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.
CONTACT: Paul McGinn
Chief Executive Officer
678-332-5000
Patrick Finucane
Corporate Communications
678-332-5010
pfinucane(at)cigwireless.com
News Source: NASDAQ OMX
05.08.2013 Dissemination of a Corporate News, transmitted by DGAP -
a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
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Language: English
Company: CIG Wireless Corp.
United States
Phone:
Fax:
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Internet:
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End of Announcement DGAP News-Service
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