Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on November 15, 2018, the Partnership, Landmark
Infrastructure Operating Company LLC ("Operating LLC"), REIT Subsidiary and
Landmark Infrastructure Asset OpCo II LLC ("Asset OpCo II," and collectively
with Operating LLC and REIT Subsidiary, the "Borrowers") entered into that Third
Amended and Restated Credit Agreement (the "A&R Credit Agreement), with SunTrust
Bank as Administrative Agent, SunTrust Robinson Humphrey, Inc., as Joint Lead
Arranger and Joint Bookrunner, Citizens Financial Group, Inc., as Joint Lead
Arranger, Joint Bookrunner and Co-Syndication Agent, Royal Bank of Canada as
Joint Bookrunner and Co-Syndication Agent, and a syndicate of lenders (the
"Lenders"). On December 22, 2021, the Borrowers repaid all outstanding amounts
owed under the A&R Credit Agreement and the parties thereto terminated the A&R
Credit Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on
Form 8-K is incorporated by reference into this Item 2.01.
At the effective time of the First Partnership Merger on December 22, 2021 (the
"First Partnership Merger Effective Time"), (a) each issued and outstanding
Common Unit (as defined in the Fourth Amended and Restated Agreement of Limited
Partnership of the Partnership, dated as of April 2, 2018 (the "Partnership
Agreement")), other than those Common Units owned by Landmark Dividend or its
affiliates (such Common Units, the "Landmark Dividend Common Units"), was
converted into the right to receive $16.50 per Common Unit in cash without any
interest thereon (the "Partnership Unaffiliated Unitholders Consideration"); (b)
each issued and outstanding Series A Preferred Unit (as defined in the
Partnership Agreement) was converted into the right to receive $25.00 plus the
amount of any accumulated and unpaid distributions per Series A Preferred Unit
in cash without any interest thereon; (c) each issued and outstanding Series B
Preferred Unit (as defined in the Partnership Agreement) was converted into the
right to receive $25.00 plus the amount of any accumulated and unpaid
distributions per Series B Preferred Unit in cash without any interest thereon
and (d) each issued and outstanding Series C Preferred Unit (as defined in the
Partnership Agreement) was converted into the right to receive the greater of
(1) $25.00 plus the amount of any accumulated and unpaid distributions per
Series C Preferred Unit to, but not including, the date of the First Partnership
Merger Effective Time plus the amount of any distributions that would have
accrued from the date
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of the First Partnership Merger Effective Time to, but not including, the
fiftieth (50th) Business Day following the First Partnership Merger Effective
Time and (2) the sum of (i) the product of (x) the Alternative Conversion Amount
(as defined in the Partnership Agreement) multiplied by (y) Partnership
Unaffiliated Unitholders Consideration plus (ii) the amount of any accumulated
and unpaid distributions for all prior Series C Distribution Periods (as defined
in the Partnership Agreement) ending on or prior to the twentieth (20th)
Business Day following the First Partnership Merger Effective Time, per Series C
Preferred Unit in cash without any interest thereon.
The foregoing description of the Transaction Agreement and the Transactions does
not purport to be complete and is subject to, and qualified in its entirety by,
the full text of the Transaction Agreement, which was filed as Exhibit 2.1 to
the Partnership's Current Report on Form 8-K filed on August 24, 2021, and is
incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
To the extent applicable, the information included under Item 2.01 above is
incorporated into this Item 3.01 by reference.
In connection with the completion of the Transactions, the Partnership notified
Nasdaq Global Market (the "Nasdaq") on December 22, 2021 that the transaction
had closed and requested that the Nasdaq (i) suspend trading of the Common
Units, 8.0% Series A Cumulative Redeemable Preferred Units, 7.9% Series B
Cumulative Redeemable Preferred Units, and Series C Floating-to-Fixed Rate
Cumulative Redeemable Perpetual Convertible Preferred Units of the Partnership
on the Nasdaq, (ii) withdraw the Common Units, 8.0% Series A Cumulative
Redeemable Preferred Units, 7.9% Series B Cumulative Redeemable Preferred Units,
and Series C Floating-to-Fixed Rate Cumulative Redeemable Perpetual Convertible
Preferred Units of the Partnership from listing on the Nasdaq and (iii) file
with the Securities and Exchange Commission (the "SEC") a notification on Form
25 to delist the Common Units, 8.0% Series A Cumulative Redeemable Preferred
Units, 7.9% Series B Cumulative Redeemable Preferred Units, and Series C
Floating-to-Fixed Rate Cumulative Redeemable Perpetual Convertible Preferred
Units of the Partnership from the Nasdaq and deregister the Common Units, 8.0%
Series A Cumulative Redeemable Preferred Units, 7.9% Series B Cumulative
Redeemable Preferred Units, and Series C Floating-to-Fixed Rate Cumulative
Redeemable Perpetual Convertible Preferred Units of the Partnership under
Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). As a
result, the Common Units, 8.0% Series A Cumulative Redeemable Preferred Units,
7.9% Series B Cumulative Redeemable Preferred Units, and Series C
Floating-to-Fixed Rate Cumulative Redeemable Perpetual Convertible Preferred
Units of the Partnership will no longer be listed on the Nasdaq.
Additionally, the Partnership intends to file with the SEC a certification and
notice on Form 15 under the Exchange Act requesting the deregistration of the
Common Units of the Partnership under Section 12(g) of the Exchange Act and the
suspension of the Partnership's reporting obligations under Section 15(d) of the
Exchange Act as promptly as practicable.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent applicable, the information included under Item 2.01 above is
incorporated into this Item 3.03 by reference. The Partnership's 2014 Long-Term
Incentive Plan (the "LTIP") has been terminated and the equity awards at the
First Partnership Effective Time (as defined in the Transaction Agreement) will
be treated pursuant to Section 3.3(a) and (b) of the Transaction Agreement.
Item 5.01 Change in Control of Registrant
To the extent applicable, the information included under Item 2.01 above is
incorporated into this Item 5.01 by reference.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements to Certain Officers.
In connection with the Transactions, the board of directors adopted resolutions
to terminate the LTIP, effective as of the First Partnership Effective Time (as
defined in the Transaction Agreement), and for the treatment of equity awards to
be treated pursuant to Section 3.3 of the Transaction Agreement.
Effective as of December 22, 2021, Thomas Carey White III, Gerald A. Tywoniuk
and Keith Benson, independent directors of the Board of Directors of the
Partnership GP (the "Independent Directors"), resigned as directors from the GP
Board. The resignation from the GP Board of the Independent Directors was not
the result of any dispute or disagreement with the Partnership or the
Partnership GP on any matter relating to the Partnership's or the Partnership
GP's operations, policies or practices.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
1.1* Transaction Agreement, dated as of August 21, 2021, by and among
Landmark Infrastructure Partners LP, Landmark Infrastructure Partners
GP LLC, Landmark Infrastructure REIT LLC, Landmark Infrastructure
Inc., LM DV Infrastructure, LLC, LM Infra Acquisition Company, LLC,
Digital LD MergerCo LLC, and Digital LD MergerCo II LLC, Landmark
Dividend LLC (incorporated by reference to Exhibit 2.1 of our Current
Report on Form 8-K filed on August 24, 2021).
99.1 Resignation Letter of Thomas Carey White III, dated December 22,
2021
99.2 Resignation Letter of Gerald A. Tywoniuk, dated December 22, 2021
99.3 Resignation Letter of Keith Benson, dated December 22, 2021
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document)
* The schedules to this Exhibit have been omitted pursuant to Item 601(b)(2) of
Regulation S-K and will be provided to the Securities and Exchange Commission
upon request.
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