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Landmark Infrastructure Partners LP to be Acquired by its Sponsor, Landmark Dividend LLC
Landmark Unitholders to Receive
Transaction Delivers Significant 38% Premium to Landmark Unitholders
Under the terms of the agreement, Landmark public unitholders will receive
LD owns, among other things, 100% of the membership interests in the General Partner and 13.2% of the common units representing limited partner interests in the Partnership. After consultation with its independent legal and financial advisors, and consistent with the recommendation of the Conflicts Committee that is composed entirely of independent directors of the GP, the agreement was reviewed and unanimously approved by the full Board of Directors of the GP. Both the Conflicts Committee and the full Board of Directors of the GP determined the transaction with LD to be in the best interests of the Partnership.
LD is only considering the acquisition of Landmark or, if the proposed transaction is not consummated as expected, LD will continue operating Landmark in its role as the GP. LD is not considering third party offers for Landmark or its assets. LD’s acquisition of Landmark is fully financed and fully diligenced, and takes into account the value inherent in LD’s GP ownership interest and incentive distribution rights (“IDRs”). LD is interested in acquiring all of Landmark’s assets, as evidenced by its agreement to purchase the entire Partnership rather than select assets. This transaction offers certainty as well as compelling and immediate value for unitholders, particularly given that Landmark’s cash flow will be adversely impacted by the expiration of the cap on Landmark’s agreement to reimburse LD for a portion of its expenses for general and administrative services on
The transaction is expected to close in 2021, subject to customary closing conditions and approval by the holders of a majority of Landmark’s outstanding common units.
Landmark currently manages over 5,000 assets originated on behalf of Landmark, its active private investment vehicles and
Additional Information and Where to Find It
Participants in Solicitation
Source: Landmark Infrastructure Partners LP