Landmark Infrastructure Partners LP (NASDAQ:LMRK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On May 25, 2018, LMRK Issuer Co III LLC (“LMRK Issuer”), LMRK Guarantor Co III LLC (“LMRK Guarantor”) and Landmark Infrastructure Operating Company LLC (“LMRK OpCo”), each Delaware limited liability companies and indirect wholly-owned subsidiaries of Landmark Infrastructure Partners LP (the “Partnership”) entered into a Note Purchase Agreement (the “Purchase Agreement”) with RBC Capital Markets, LLC (the “Initial Purchaser”), to which LMRK Issuer agreed to sell $125,440,000 aggregate principal amount of Secured Tenant Site Contract Revenue Notes, Series 2018-1 (the “Series 2018-1 Notes”) to the Initial Purchaser.
The net proceeds from the ABS offering, after deducting underwriting discounts, offering expenses and the initial deposits into the reserve accounts, is expected to be approximately $122 million and are intended to be distributed to a subsidiary of the Partnership and used to repay indebtedness of the Partnership and its affiliates and for general partnership purposes.The offering is expected to close on June 6, 2018, subject to customary closing conditions.
The Purchase Agreement contains customary representations, warranties and agreements of LMRK Issuer, LMRK Guarantor and LMRK OpCo, and customary conditions to closing and indemnification obligations of LMRK Issuer, LMRK Guarantor and the Initial Purchaser, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties, and termination provisions. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
The Initial Purchaser and its affiliates have performed investment and commercial banking and advisory services for the Partnership and its affiliates from time to time for which they have received customary fees and expenses. The Initial Purchaser and its affiliates may, from time to time, engage in transactions with and perform services for the Partnership in the ordinary course of their business. Because affiliates of RBC Capital Markets, LLC are lenders under the Partnership’s revolving credit facility, the Initial Purchaser or its affiliates will receive a portion of the net proceeds from this offering (not including underwriting discounts and commissions) to the repayment of indebtedness thereunder. SunTrust Robinson Humphrey, Inc. is co-manager with respect to the offering and is a lender under the Partnership’s revolving credit facility and therefore will receive a portion of the net proceeds from this offering (not including underwriting discounts and commissions) to the repayment of indebtedness thereunder.
Item 7.01 Regulation FD Disclosure.
On May 29, 2018, the Partnership issued a press release announcing the pricing of $125,440,000 aggregate principal amount of Series 2018-1 Notes.A copy of the press release, dated May 29, 2018 is furnished herewith as Exhibit 99.1.
This information presented herein under Item 7.01 and set forth in the attached press release included as Exhibit 99.1 to this report is deemed to be “furnished” solely to Item 7.01 of this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or the exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Landmark Infrastructure Partners LP ExhibitEX-1.1 2 lmrk-ex11_99.htm EX-1.1 lmrk-ex11_99.htm Exhibit 1.1 EXECUTION COPY NOTE PURCHASE AGREEMENTamongLMRK ISSUER CO III LLC,…To view the full exhibit click here
About Landmark Infrastructure Partners LP (NASDAQ:LMRK)
Landmark Infrastructure Partners LP is engaged in acquiring, owning and managing a portfolio of real property interests. The Company leases its properties to companies in the wireless communication, outdoor advertising and renewable power generation industries. Its segments include Wireless Communication, Outdoor Advertising, Renewable Power Generation and Corporate. The Wireless Communication segment consists of leasing real property interests to companies in the wireless communication industry in the United States. The Outdoor Advertising segment consists of leasing real property interests to companies in the outdoor advertising industry in the United States. The Renewable Power Generation segment consists of leasing real property interests to companies in the renewable power industry in the United States. Its property interests underlie its tenants’ infrastructure assets, including freestanding cellular towers and rooftop wireless sites, billboards, wind turbines and solar arrays.
