Landmark Infrastructure Partners LP (NASDAQ:LMRK) Files An 8-K Entry into a Material Definitive Agreement

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.

On January 15, 2020, certain subsidiaries of Landmark Infrastructure Partners LP (the “Partnership”) entered into a master note purchase and participation agreement, dated as of January 15, 2020 (the “Note Purchase and Participation Agreement”), by and among LMRK Issuer Co. LLC (“LMRK Issuer”), 2019-1 TRS LLC (“LMRK Co-Issuer” and, together with the LMRK Issuer, the “LMRK Co-Issuers”), LD Acquisition Company 8 LLC (“LD-8”), LD Acquisition Company 9 LLC (“LD-9”), LD Acquisition Company 10 (“LD-10”), LD Tall Wall II LLC (“Tall Wall II” and, together with the LMRK Co-Issuer, LD-8, LD-9 and LD-10, the “Project Companies” and, together with the LMRK Issuer, the “Obligors”) and certain purchasers party thereto, and a related series supplement. The description of the Note Purchase and Participation Agreement set forth in Item 2.03 of this Report is incorporated herein by reference.

Collateral Trust Indenture

In connection with the issuance and sale of the Notes (defined below), the Obligors entered into a collateral trust indenture and security agreement, dated as of January 15, 2020 (the “Collateral Trust Indenture”), with Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”). to the Collateral Trust Indenture, the Indenture Trustee will administer the collateral (including a letter of credit) in the manner set forth in the Indenture.

Management Agreement

In connection with the issuance and sale of the Notes, the Obligors entered into a management agreement, dated as of January 15, 2020 (the “Management Agreement”), with Landmark Infrastructure Partners GP LLC, as manager (the “Project Manager”). The Project Manager is the general partner of the Partnership. to the Management Agreement, the Project Manager will perform, on behalf of the Project Companies, those functions reasonably necessary to maintain, manage and administer the Project Sites (defined below).

The above summaries of the Collateral Trust Indenture and the Management Agreement are qualified in their entirety by reference to the complete terms and provisions of the Collateral Trust Indenture and the Management Agreement filed herewith as Exhibit 10.1 and 10.3, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On January 15, 2020, the LMRK Co-Issuers issued, on a joint and several basis, $170,000,000 aggregate principal amount of 3.90% Series A Senior Secured Notes due January 14, 2027 (the “Notes”), to the Note Purchase and Participation Agreement and a series supplement thereto, dated as of January 15, 2020 (the “Series A Supplement” and, together with the Note Purchase and Participation Agreement as amended, supplemented or otherwise modified by the Series A Supplement, the “Note Purchase Agreement”), by and among the Obligors and the purchasers party thereto. Each Obligor is an indirect, wholly-owned special purpose subsidiary of the Partnership. In connection with the issuance and sale of the Notes, LMRK Guarantor Co LLC (“LMRK Issuer Holdco”) and 2019-1 Co-Guarantor LLC (“LMRK Co-Issuer Holdco” and, together with LMRK Issuer Holdco, the “LMRK Holdcos”), each an indirect, wholly-owned subsidiary of the Partnership and the direct parent of the LMRK Issuer and LMRK Co-Issuer, respectively. LMRK Issuer Holdco’s only material asset is its equity interest in the LMRK Issuer and LMRK Co-Issuer Holdco’s only material asset is its equity interest in the LMRK Co-Issuer. The Notes are obligations solely of the Obligors and the LMRK Holdcos and are not guaranteed by the Partnership or any affiliate of the Partnership other than the Obligors and the LMRK Holdcos. The LMRK Co-Issuers used the proceeds of the Notes after deducting for transaction costs to repay in full the Series 2016-1 Secured Tenant Site Contract Revenue Notes, Class A and Class B (the “2016 Secured Notes”) previously issued by the LMRK Issuer on June 16, 2016 and pay down a portion of the Partnership’s current revolving credit facility balance. The unamortized costs and the prepayment premium related to the 2016 Secured Notes will be recorded as expenses in the first quarter of fiscal 2020.

The Notes were issued in one single class as indicated in the table below. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Note Purchase and Participation Agreement. Certain terms of the Notes are indicated in the table below.

10.3    Management Agreement, dated as of January  15, 2020, by and among Landmark Infrastructure Partners GP LLC, as Project Manager, and LMRK Issuer Co. LLC, 2019-1 TRS LLC, LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC, LD Acquisition Company 10 LLC and LD Tall Wall II LLC collectively as Obligors.

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Landmark Infrastructure Partners LP Exhibit
EX-4.1 2 d872833dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 Execution Version Master Agreement     NOTE PURCHASE AND PARTICIPATION AGREEMENT DATED AS OF JANUARY 15,…
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.

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