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 July 31, 2017, Landmark Infrastructure Partners LP (the “Partnership”), Landmark Infrastructure Operating Company LLC, Landmark Infrastructure Inc. and Landmark Infrastructure Asset OpCo II LLC entered into a Second Amended and Restated Credit Agreement (the “A&R Credit Agreement”), with SunTrust Bank as Administrative Agent, SunTrust Robinson Humphrey, Inc., as Sole Lead Arranger and Sole Bookrunner, and a syndicate of lenders (the “Lenders”). The A&R Credit Agreement amended and restated that certain Amended and Restated Credit Agreement by and among the Partnership, Landmark Infrastructure Operating Company LLC, the Administrative Agent and the Lenders, dated as of November 19, 2014 (the “Existing Credit Agreement”), and as part of this amendment and restatement made the following changes, among others, to the Existing Credit Agreement:
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Added two of the Partnership’s new subsidiaries, Landmark Infrastructure Inc. and Landmark Infrastructure Asset OpCo II LLC, as borrowers under the A&R Credit Agreement; |
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Added the following subsidiaries of the Partnership as guarantors under the A&R Credit Agreement and the related loan documents: Landmark Infrastructure REIT LLC, Landmark Infrastructure REITCO I LLC, Landmark Infrastructure REITCO II LLC, Landmark Infrastructure REITCO III LLC, LD Tall Wall I LLC, RE Astoria LandCo LLC, RE Garland LandCo LLC, RE Garland A LandCo LLC, RE Mustang LandCo LLC, GWR Partners GP LLC and GWR Partners LP LLC; and |
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Added customary provisions to reflect European Union “bail-in” directive legislation. |
The foregoing descriptions of the changes to the Existing Credit Agreement and of the A&R Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the A&R Credit Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 31, 2017, Landmark Infrastructure Partners GP LLC, the general partner of the Partnership, adopted Amendment No. 1 (the “LPA Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”). The LPA Amendment (i) imposes certain ownership limitations and transfer restrictions on partnership interests in the Partnership and amends certain provisions of the Partnership Agreement providing for the allocation of income, gain, loss and deduction (the “Ownership Limitations”) and (ii) made changes to better reflect the Partnership’s intention to treat distributions paid on the Partnership’s issued and outstanding preferred units as distributions to partners in their capacity as partners rather than as guaranteed payments for the use of capital for U.S. federal income tax purposes. to the terms of the Partnership Agreement, the Partnership’s unitholders previously approved the Ownership Limitations included in the LPA Amendment at a special meeting held on July 20, 2017. The LPA Amendment was adopted to help facilitate the previously announced plan to reorganize the Partnership’s operating structure by moving substantially all of its operating assets to a controlled subsidiary that qualifies as a real estate investment trust, which also closed on July 31, 2017. The foregoing description of the LPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the LPA Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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3.1 |
Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP, dated July 31, 2017. |
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10.1 |
Second Amended and Restated Credit Agreement, dated as of July 31, 2017, by and among Landmark Infrastructure Asset OpCo II LLC, Landmark Infrastructure Inc., and Landmark Infrastructure Operating Company LLC as borrowers, Landmark Infrastructure Partners LP, the several banks, other financial institutions and lenders from time to time party thereto, and SunTrust Bank, as administrative agent, issuing bank and swingline lender. |
Landmark Infrastructure Partners LP ExhibitEX-3.1 2 lmrk-ex31_6.htm EX-3.1 lmrk-ex31_6.htm Exhibit 3.1 AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK INFRASTRUCTURE PARTNERS LP July 31,…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.
