Landmark Infrastructure Partners LP (NASDAQ:LMRK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
In December 2016, Landmark Infrastructure Partners LP, a Delaware limited partnership (the “Partnership”), acting through its consolidated subsidiary GWR Partners LP LLC, a Delaware limited liability company (“GWR Partners”), formed Great West Road Partners LP, a Guernsey limited partnership, as a joint venture between GWR Partners and Wildstone Promote LP, a Guernsey limited partnership (the “Joint Venture”), to acquire real property interests that are leased to companies in the outdoor advertising industry located in Europe. The general partner of the Joint Venture (the “General Partner”) was established as a consolidated subsidiary of Landmark Infrastructure Inc., a Delaware corporation and a consolidated subsidiary of the Partnership (“Landmark Inc.”).
On June 17, 2020 (the “Transaction Date”), Landmark Inc. and GWR Partners entered into a Sale and Purchase Agreement (“Sale Agreement”) with Cyclone Acquisitions Limited, a company incorporated in Jersey (“Buyer”), to which, among other things, the Partnership, through Landmark Inc. and GWR Partners, sold to Buyer all of its interests in the Joint Venture and the General Partner in exchange for a total purchase price of 95 million British Pound Sterling (£) in cash, subject to customary purchase price adjustments (the “Transaction”). The Sale Agreement contains representations, warranties, covenants and guarantees of the parties thereto customary for transactions of this type.
The representations, warranties and covenants contained in the Sale Agreement were made only for purposes of the Sale Agreement as of the specific dates therein, were solely for the benefit of the parties to the Sale Agreement, may be subject to limitations agreed upon by the contracting parties and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. to the terms of the Agreement, (i) Buyer acquired a warranty and indemnity insurance policy and (ii) Landmark Inc.’s and GWR Partners’ liability for a breach of a business warranty or a tax claim is capped in each instance at £1.
The foregoing description of the Sale Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Sale Agreement. A copy of the Sale Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On the Transaction Date, the parties to the Sale Agreement consummated the Transaction. The information provided under Item 1.01 is incorporated into this Item 2.01 by reference.
Item 7.01 Regulation FD Disclosure.
On June 17, 2020, the Partnership issued a press release announcing the Transaction. A copy of the press release, dated June 17, 2020 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.
(b) Pro forma financial information
The unaudited pro forma consolidated financial statements of the Partnership as of and for the three months ended March 31, 2020 and years ended December 31, 2019, 2018 and 2017, in each case giving effect to the Transaction, are set forth in Exhibit 99.2 hereto and incorporated herein by reference.
(d) Exhibits
Landmark Infrastructure Partners LP Exhibit
EX-2.1 2 lmrk-ex21_66.htm EX-2.1 lmrk-ex21_66.htm Exhibit 2.1 Execution Version 17 June 2020 LANDMARK INFRASTRUCTURE INC. (as GP Seller and Guarantor) and GWR PARTNERS LP LLC (as Partnership Seller) and CYCLONE ACQUISITIONS LIMITED (as Buyer) SALE AND PURCHASE AGREEMENT related to certain partnership interests in Great West Road Partners LP and the entire issued and outstanding limited liability company interests in GWR Partners GP LLC 99 BishopsgateLondon EC2M 3XF United KingdomTel: +44.20.7710.1000 www.lw.com TABLE OF CONTENTS CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATION 1 2. SALE OF INTEREST 12 3. CONSIDERATION 12 4. COMPLETION 14 5. POST-COMPLETION OBLIGATIONS 15 6. ADDITIONAL CONSIDERATION 17 7. WARRANTIES OF THE SELLERS 20 8. WARRANTIES OF THE BUYER 25 9. TAX 26 10. CONFIDENTIALITY AND ANNOUNCEMENTS 28 11. PARTNERSHIP CLAIMS 29 12. GUARANTEE 30 13. FURTHER ASSURANCE 31 14. ENTIRE AGREEMENT AND REMEDIES 31 15. POST-COMPLETION EFFECT OF AGREEMENT 32 16. WAIVER AND VARIATION 32 17. INVALIDITY 32 18. ASSIGNMENT 32 19. PAYMENTS,…
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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.
