Landmark Infrastructure Partners LP (NASDAQ:LMRK) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On March 30, 2017, Landmark Infrastructure Partners LP, a
Delaware limited partnership (the Partnership), Landmark
Infrastructure Partners GP LLC, a Delaware limited liability
company and the general partner of the Partnership (the General
Partner), and Landmark Infrastructure Operating Company LLC, a
Delaware limited liability company (together with the Partnership
and the General Partner, the Partnership Parties), entered into
an At-the-Market Issuance Sales Agreement (the ATM Agreement)
with FBR Capital Markets Co. as sales agent (the Agent). to the
terms of the ATM Agreement, the Partnership may sell from time to
time through the Agent the Partnerships 7.90% Series B Cumulative
Redeemable Perpetual Preferred Units representing limited partner
interests in the Partnership having an aggregate offering price
of up to $50,000,000 (the Preferred Units). Sales of the
Preferred Units, if any, will be made by any method permitted by
law deemed to be an at the market offering as defined in Rule 415
of the Securities Act of 1933, as amended, including ordinary
brokers transactions through the facilities of The NASDAQ Global
Market at market prices, to or through a market maker, or
directly on or through an electronic communication network, a
dark pool or any similar market venue, at market prices, in block
transactions or as otherwise agreed upon by the Partnership and
the Agent.
In connection with each sale of the Preferred Units to the ATM
Agreement, the Partnership will provide a placement notice to the
Agent containing the parameters in accordance with which
Preferred Units are to be sold, including, but not limited to,
the number of Preferred Units and the time period during which
such sales are requested to be made, subject to the terms and
conditions of the ATM Agreement. Preferred Units may not be sold
for less than $25.00 per unit in accordance with the ATM
Agreement.
The Partnership intends to use the net proceeds from any sales to
the ATM Agreement, after deducting the sales agents commissions
and the Partnerships offering expenses, for general partnership
purposes, which may include, among other things, the repayment of
indebtedness and to potentially fund future acquisitions.
The Preferred Units will be issued to the Partnerships existing
effective shelf registration statement on Form S-3 (File
No.333-216190), which was declared effective by the Securities
and Exchange Commission on March 27, 2017, and a prospectus
supplement thereto.
The ATM Agreement contains customary representations, warranties
and agreements by the Partnership Parties, indemnification
obligations of the Partnership Parties and the Agent, including
for liabilities under the Securities Act of 1933, as amended,
other obligations of the parties and termination provisions. The
foregoing description of the ATM Agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the ATM Agreement, a copy of which is filed herewith
as Exhibit 1.1 and is incorporated by reference herein. Legal
opinions relating to the Preferred Units are filed herewith as
Exhibits 5.1 and 8.1.
The Agent and certain of its affiliates have from time to time
performed, and may in the future perform, various financial
advisory and commercial and investment banking services for the
Partnership and its affiliates, for which they have received and
in the future will receive customary compensation and expense
reimbursement.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
Description |
|
| 1.1 |
At-the-Market Issuance Sales Agreement, dated as of March 30, 2017, by and among Landmark Infrastructure Partners LP, Landmark Infrastructure Partners GP LLC and Landmark Infrastructure Operating Company LLC and FBR Capital Markets Co.. |
|
| 5.1 |
Opinion of Latham Watkins LLP as to the legality of the offered Preferred Units. |
|
| 8.1 | Opinion of Latham Watkins LLP regarding tax matters. | |
| 23.1 |
Consent of Latham Watkins LLP (included in its opinions filed as Exhibits 5.1 and 8.1). |
2
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. Landmark Infrastructure Partners LP (NASDAQ:LMRK) Recent Trading Information
Landmark Infrastructure Partners LP (NASDAQ:LMRK) closed its last trading session 00.00 at 15.00 with 84,716 shares trading hands.