SC 13E3

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

LANDMARK INFRASTRUCTURE PARTNERS LP

(Name of the Issuer)

 

 

Landmark Infrastructure Partners LP

Landmark Infrastructure Partners GP LLC

Landmark Infrastructure REIT LLC

Landmark Infrastructure Inc.

Landmark Dividend LLC

LM Infra Acquisition Company, LLC

LM DV Infrastructure, LLC

Digital LD MergerCo LLC

Digital LD MergerCo II LLC

(Names of Persons Filing Statement)

COMMON UNITS, SERIES A PREFERRED UNITS, SERIES B PREFERRED UNITS AND SERIES C PREFERRED UNITS REPRESENTING LIMITED PARTNER INTERESTS

(Title of Class of Securities)

51508J108

(CUSIP Number of Class of Securities)

 

 

 

Josef Bobek

Landmark Infrastructure Partners LP

400 Continental Blvd., Suite 500

El Segundo, CA, 90245

(310) 464-3172

   

George Doyle

LM Infra Acquisition Company, LLC

400 Continental Blvd., Suite 500

El Segundo, CA, 90245

(310) 361-5790

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

 

 

 

  With copies to  

Hillary H. Holmes

Tull Florey

Gibson, Dunn & Crutcher LLP

811 Main Street, Suite 3000

Houston, TX 77002

(346) 718-6600

   

David Lieberman

Chris May

Simpson Thacher & Bartlett LLP

600 Travis Street, Suite 5400

Houston, TX 77002
(713) 832-5650

 

 

This statement is filed in connection with (check the appropriate box):

 

a. 

    The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13E-3(c) under the Securities Exchange Act of 1934.

b. 

    The filing of a registration statement under the Securities Act of 1933.

c. 

    A tender offer.

d. 

    None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

CALCULATION OF FILING FEE

 

Transaction Valuation*   Amount of Filing Fee**

 

$527,644,110.17

  $57,566

 

*

Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction valuation is calculated based on the sum of (a) the product of 22,128,684 Common Units (which equals to the total outstanding Common Units less the Common Units held by Landmark Dividend LLC and its affiliates) and the per Common Unit transaction consideration of $16.50; (b) the product of 1,788,843 Series A preferred units and the per Series A preferred units transaction consideration of $25.00; (c) the product of 2,628,932 Series B preferred units and the per Series B preferred units transaction consideration of $25.00, and (d) the product of 1,982,700 Series C preferred units and the per Series C preferred units transaction consideration of $25.00 plus accrued distributions pursuant to the transaction agreement (the “Transaction Valuation”).

**

The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the Transaction Valuation by 0.0001091.

 

Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule, and the date of its filing.

 

Amount Previously Paid: $57,566    Filing Party: Landmark Infrastructure Partners LP
Form or Registration No.: Schedule 14A Date Filed:    September 10, 2021

 

 

 


INTRODUCTION

This Rule 13E-3 Transaction Statement on Schedule 13E-3 (this “Transaction Statement”), together with the exhibits hereto, is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (i) Landmark Infrastructure Partners LP, a Delaware limited partnership (the “Partnership”) and the issuer of the Common Units representing limited partner interests in the Partnership (the “Common Units”) that are subject to the Rule 13E-3 transaction; (ii) Landmark Infrastructure Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “Partnership GP”); (iii) Landmark Infrastructure REIT LLC, a Delaware limited liability company (“REIT LLC”); (iv) Landmark Infrastructure Inc., a Delaware corporation (“REIT Subsidiary”); (v) Landmark Dividend LLC, a Delaware limited liability company (“Landmark Dividend”); (vi) LM Infra Acquisition Company, LLC, a Delaware limited liability company (“LM Infra”); (vii) LM DV Infrastructure, LLC, a Delaware limited liability company (“LM DV Infra”); (viii) Digital LD MergerCo LLC, a Delaware limited liability company (“Merger Sub”); and (ix) Digital LD MergerCo II LLC, a Delaware limited liability company (“Merger Sub II”). Collectively, the persons filing this Transaction Statement are referred to as the “filing persons.”

This Transaction Statement relates to the Transaction Agreement, dated as of August 21, 2021 (the “Transaction Agreement”), by and among the Partnership, the Partnership GP, REIT LLC, REIT Subsidiary, Landmark Dividend, LM Infra, LM DV Infra, Merger Sub and Merger Sub II. Pursuant to the Transaction Agreement and subject to the satisfaction or waiver of certain conditions therein, LM Infra will acquire all of the assets of the Partnership through the following series of transactions: (a) LM DV Infra will acquire subsidiaries of REIT Subsidiary and REIT LLC (the “Equity Sale”), (b) REIT LLC will then merge with and into REIT Subsidiary, with REIT Subsidiary surviving the merger (the “First REIT Merger”), (c) REIT Subsidiary will then merge with and into the Partnership, with the Partnership surviving the merger (the “Second REIT Merger”), (d) Merger Sub II will then merge with and into the Partnership (the “First Partnership Merger”), with the Partnership surviving the First Partnership Merger and (e) the Partnership will then merge with and into Merger Sub (the “Second Partnership Merger” and, together with the Equity Sales, the First REIT Merger, Second REIT Merger and the First Partnership Merger, the “Transactions”), with Merger Sub surviving the Second Partnership Merger. As a result of the Transactions, the Common Units will be delisted from the NASDAQ Global Market.

Under the terms of the Transaction Agreement, at the effective time of the First Partnership Merger (the “First Partnership Merger Effective Time”), (a) each issued and outstanding Common Unit, other than those Common Units owned by Landmark Dividend or its Affiliates (as defined below) (such Common Units, the “Landmark Dividend Common Units”), will be 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) will be 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) will be 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) will be 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 of the First Partnership Merger Effective Time to, but not including, the 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 20th Business Day following the First Partnership Merger Effective Time, per Series C Preferred Unit in cash without any interest thereon.

In addition, under the Transaction Agreement, the Partnership GP shall, subject to the requirements of the Partnership Agreement and the limitations of applicable law, cause the Partnership to declare and pay regular

 

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quarterly cash dividends of $0.20 per Common Unit to the holders of the Common Units with declaration, record and payment dates consistent with past practice.

To the extent applicable, holders of Common Units and Preferred Units, as applicable, immediately prior to the First Partnership Merger Effective Time will have continued rights to receive any distributions, without interest, with respect to such Common Units or Preferred Units, as applicable, with a record date occurring prior to the First Partnership Merger Effective Time that has been declared by the Partnership GP prior to the First Partnership Merger Effective Time or made by the Partnership with respect to such Common Units and Preferred Units, as applicable, in accordance with the terms of the Transaction Agreement and that remain unpaid as of the First Partnership Merger Effective Time.

The Transactions are subject to certain closing conditions, including approval by the holders of Common Units (the “Unitholders”) representing a majority of the issued and outstanding Common Units of the Transaction Agreement at a special meeting of Unitholders (the “Partnership Unitholder Meeting”).

A committee of the Board of Directors of the Partnership GP (the “Board”) consisting entirely of individuals that the Board determined satisfied the requirements set forth in the Partnership Agreement for service on a conflicts committee (the “Conflicts Committee”), by unanimous vote, in good faith, (a) determined that the Transaction Agreement and the consummation of the transactions contemplated thereby, including the Transactions, are in the best interests of the Partnership, including the holders of Common Units other than the Partnership GP and its Affiliates (including the Buyer Parties and their Affiliates) (such holders, the “Partnership Unaffiliated Unitholders”), (b) approved the Transaction Agreement and the transactions contemplated thereby, including the Transactions, which action constituted “Special Approval” as defined in the Partnership Agreement, and (c) recommended that the Board approve the Transaction Agreement, the execution, delivery and performance of the Transaction Agreement and the consummation of the transactions contemplated thereby, including the Transactions.

The Board, after considering various factors, including the unanimous determination and recommendation of the Conflicts Committee, determined that the Transaction Agreement and the transactions contemplated thereby, including the Transactions, are in the best interests of the Partnership and the Partnership Unaffiliated Unitholders and approved the Transaction Agreement and the transactions contemplated thereby, including the Transactions, and recommended that the Unitholders vote in favor of the Transaction Agreement and the transactions contemplated thereby, including the Transactions.

Concurrently with the filing of this Transaction Statement, the Partnership is filing a notice of meeting and a proxy statement (the “Proxy Statement”) under Section 14(a) of the Exchange Act with respect to the Partnership Unitholder Meeting, at which Unitholders will be asked to consider and vote on a proposal to approve the Transaction Agreement. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of the Transaction Agreement is attached as Annex A to the Proxy Statement. All references in this Transaction Statement to Items numbered 1001 to 1016 are references to Items contained in Regulation M-A under the Exchange Act.

Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference in its entirety. Responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion. Terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.

All information concerning the Partnership contained in, or incorporated by reference into, this Transaction Statement was supplied by the Partnership. Similarly, all information concerning each other filing person contained in, or incorporated by reference into, this Transaction Statement was supplied by such filing person.

 

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ITEM 1.

SUMMARY TERM SHEET

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Transactions and the Partnership Unitholder Meeting”

 

ITEM 2.

SUBJECT COMPANY INFORMATION

Regulation M-A Item 1002

(a) Name and Address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Transactions”

“Information Concerning the Partnership”

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Transactions—Landmark Infrastructure Partners LP”

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Market Price and Cash Distribution Information”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“The Transaction Agreement—Distributions”

“The Transaction Agreement—Conduct of Business Pending the Transactions”

“Market Price and Cash Distribution Information”

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Information Concerning the Partnership—Prior Public Offerings”

(f) Prior Stock Purchases. Not applicable.

 

ITEM 3.

IDENTITY AND BACKGROUND OF FILING PERSON

Regulation M-A Item 1003

(a)-(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Transactions”

 

4


“Information Concerning the Partnership”

“Information Concerning the Buyer Parties and Landmark Dividend”

 

ITEM 4.

TERMS OF THE TRANSACTION

Regulation M-A Item 1004

(a) Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Transactions and the Partnership Unitholder Meeting”

“The Transactions—Background of the Transactions”

“The Transactions—Reasons for the Conflicts Committee’s Recommendation”

“The Transactions—Position of the Buyer Parties as to the Fairness of the Transactions”

“The Transactions—The Buyer Parties’ Purpose and Reasons for the Transactions”

“The Transactions—Effects of the Transactions”

“The Transactions—Interests of Certain Persons in the Transactions”

“The Transactions—Certain Material United States Federal Income Tax Consequences”

“The Transactions—No Dissenters’ or Appraisal Rights”

“The Transactions—Accounting Treatment”

“Information About the Partnership Unitholder Meeting and Voting—Vote Required; How Common Units are Voted”

“The Transactions Proposal”

“The Transaction Agreement”

“Certain Material U.S. Federal Income Tax Consequences”

“Security Ownership of Certain Beneficial Owners, Management, Landmark Dividend and the Buyer Parties”

Annex A—Transaction Agreement

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Transactions and the Partnership Unitholder Meeting”

“The Transactions—Effects of the Transactions”

 

5


“The Transactions—Interests of Certain Persons in the Transactions”

“The Transactions—Financing of the Transactions”

“The Transactions—Provisions for Unaffiliated Security Holders”

“The Transactions—No Dissenters’ or Appraisal Rights”

“The Transaction Agreement”

Annex A—Transaction Agreement

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—No Dissenters’ or Appraisal Rights for the Unitholders”

“Questions and Answers about the Transactions and the Partnership Unitholder Meeting”

“The Transactions—No Dissenters’ or Appraisal Rights”

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“The Transactions—Provisions for Unaffiliated Security Holders”

(f) Eligibility for Listing or Trading. Not applicable.

 

ITEM 5.

PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

Regulation M-A Item 1005

(a) (1)-(2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Interests of Certain Persons in the Transactions”

“The Transactions—Background of the Transactions”

“The Transactions—Interests of Certain Persons in the Transactions”

“Information Concerning the Buyer Parties and Landmark Dividend—Past Contacts, Transactions, Negotiations and Agreements Involving the Partnership and Affiliates of the Buyer Parties”

“Incorporation of Certain Documents by Reference”

(b)-(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Transactions—Background of the Transactions”

“The Transactions—Reasons for the Conflicts Committee’s Recommendation”

 

6


“The Transactions—Position of the Buyer Parties as to the Fairness of the Transactions”

“The Transactions—The Buyer Parties’ Purpose and Reasons for the Transactions”

“The Transactions—Effects of the Transactions”

“The Transactions—Interests of Certain Persons in the Transactions”

“The Transactions—Financing of the Transactions”

“The Transactions Proposal—The Proposal”

“Market Price and Cash Distribution Information”

“Information Concerning the Buyer Parties and Landmark Dividend—Past Contacts, Transactions, Negotiations and Agreements Involving the Partnership and Affiliates of the Buyer Parties”

Annex A—Transaction Agreement

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Transactions and the Partnership Unitholder Meeting”

“The Transactions—Interests of Certain Persons in the Transactions”

“The Transactions—Financing of the Transactions”

“Information About the Partnership Unitholder Meeting and Voting—Record Date and Quorum Requirement”

“Information About the Partnership Unitholder Meeting and Voting—Vote Required; How Common Units are Voted”

“Information About the Partnership Unitholder Meeting and Voting—Common Units Beneficially Owned by the Partnership GP Directors and Executive Officers”

“The Transactions Proposal—Vote Required”

“Market Price and Cash Distribution Information”

“The Transaction Agreement”

“Information Concerning the Buyer Parties and Landmark Dividend—Past Contacts, Transactions, Negotiations and Agreements Involving the Partnership and Affiliates of the Buyer Parties”

“Incorporation of Certain Documents by Reference”

Annex A—Transaction Agreement

 

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ITEM 6.

PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Regulation M-A Item 1006

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Transactions and the Partnership Unitholder Meeting”

“The Transactions—Effects of the Transactions”

“The Transactions—Primary Benefits and Detriments of the Transactions”

“The Transactions—Interests of Certain Persons in the Transactions”

“The Transactions—Financing of the Transactions”

“The Transactions—Opinion of Evercore Group L.L.C.—Financial Advisor to the Conflicts Committee”

“Delisting and Deregistration of Common Units and the Preferred Units”

Annex A—Transaction Agreement

(c) (1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Transactions and the Partnership Unitholder Meeting”

“The Transactions—Background of the Transactions”

“The Transactions—Reasons for the Conflicts Committee’s Recommendation”

“The Transactions—The Buyer Parties’ Purpose and Reasons for the Transactions”

“The Transactions—Effects of the Transactions”

“The Transactions—Primary Benefits and Detriments of the Transactions”

“The Transactions—Financing of the Transactions”

“The Transaction Agreement”

“Market Price and Cash Distribution Information”

“Delisting and Deregistration of Common Units and the Preferred Units”

Annex A—Transaction Agreement

 

ITEM 7.

PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

Regulation M-A Item 1013

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Transactions and the Partnership Unitholder Meeting”

 

8


“The Transactions—Background of the Transactions”

“The Transactions—Reasons for the Conflicts Committee’s Recommendation”

“The Transactions—Position of the Buyer Parties as to the Fairness of the Transactions”

“The Transactions—The Buyer Parties’ Purpose and Reasons for the Transactions”

“The Transactions—Effects of the Transactions”

“The Transactions—Primary Benefits and Detriments of the Transactions”

“The Transactions—Interests of Certain Persons in the Transactions”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“The Transactions—Background of the Transactions”

“The Transactions—Reasons for the Conflicts Committee’s Recommendation”

“The Transactions—Opinion of Evercore Group L.L.C.—Financial Advisor to the Conflicts Committee”

“The Transactions—Position of the Buyer Parties as to the Fairness of the Transactions”

“The Transactions—The Buyer Parties’ Purpose and Reasons for the Transactions”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“The Transactions—Background of the Transactions”

“The Transactions—Reasons for the Conflicts Committee’s Recommendation”

“The Transactions—Opinion of Evercore Group L.L.C.—Financial Advisor to the Conflicts Committee”

“The Transactions—Position of the Buyer Parties as to the Fairness of the Transactions”

“The Transactions—The Buyer Parties’ Purpose and Reasons for the Transactions”

“The Transactions—Effects of the Transactions”

“The Transactions—Primary Benefits and Detriments of the Transactions”

“The Transactions—Interests of Certain Persons in the Transactions”

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Transactions and the Partnership Unitholder Meeting”

“The Transactions—Background of the Transactions”

 

9


“The Transactions—Reasons for the Conflicts Committee’s Recommendation”

“The Transactions—Position of the Buyer Parties as to the Fairness of the Transactions”

“The Transactions—The Buyer Parties’ Purpose and Reasons for the Transactions”

“The Transactions—Effects of the Transactions”

“The Transactions—Primary Benefits and Detriments of the Transactions”

“The Transactions—Interests of Certain Persons in the Transactions”

“The Transactions—Certain Material United States Federal Income Tax Consequences”

“The Transactions—Financing of the Transactions”

“The Transactions—Estimated Fees and Expenses”

“The Transaction Agreement”

“Certain Material U.S. Federal Income Tax Consequences”

“Market Price and Cash Distribution Information”

“Delisting and Deregistration of Common Units and the Preferred Units”

Annex A—Transaction Agreement

 

ITEM 8.

FAIRNESS OF THE TRANSACTION

Regulation M-A Item 1014

(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Transactions—Background of the Transactions”

“The Transactions—Reasons for the Conflicts Committee’s Recommendation”

“The Transactions—Opinion of Evercore Group L.L.C.—Financial Advisor to the Conflicts Committee”

“The Transactions—Position of the Buyer Parties as to the Fairness of the Transactions”

“The Transactions—The Buyer Parties’ Purpose and Reasons for the Transactions”

“The Transactions—Primary Benefits and Detriments of the Transactions”

“The Transactions—Interests of Certain Persons in the Transactions”

Annex B—Opinion of Evercore Group L.L.C.

 

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(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Transactions and the Partnership Unitholder Meeting”

“Information About the Partnership Unitholder Meeting and Voting—Record Date and Quorum Requirement”

“Information About the Partnership Unitholder Meeting and Voting—Vote Required; How Common Units are Voted”

“The Transactions Proposal—Vote Required”

“The Transaction Agreement”

Annex A—Transaction Agreement

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Transactions—Reasons for the Conflicts Committee’s Recommendation”

“The Transactions—Opinion of Evercore Group L.L.C.—Financial Advisor to the Conflicts Committee”

“The Transactions—Position of the Buyer Parties as to the Fairness of the Transactions”

Annex B—Opinion of Evercore Group L.L.C.

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “Summary Term Sheet”

“Questions and Answers about the Transactions and the Partnership Unitholder Meeting”

“The Transactions—Background of the Transactions”

“The Transactions—Reasons for the Conflicts Committee’s Recommendation”

“The Transactions—Position of the Buyer Parties as to the Fairness of the Transactions”

(f) Other Offers.

“The Transactions—Background of the Transactions”

 

ITEM 9.

REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS

Regulation M-A Item 1015

(a)-(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal.

The presentation materials prepared by Evercore Group L.L.C. and provided to the Conflicts Committee, dated July 22, 2021, July 30, 2021, August 2, 2021 and August 21, 2021 are set forth as Exhibits (c)(2) — (c)(5), respectively, hereto and are incorporated herein by reference.

 

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The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Opinion of Evercore Group L.L.C.—Financial Advisor to the Conflicts Committee”

“The Transactions—Background of the Transactions”

“The Transactions—Unaudited Financial Projections of the Partnership”

“The Transactions—Opinion of Evercore Group L.L.C.—Financial Advisor to the Conflicts Committee”

“The Transactions—Position of the Buyer Parties as to the Fairness of the Transactions”

“The Transactions—Estimated Fees and Expenses”

“Where You Can Find More Information”

Annex B—Opinion of Evercore Group L.L.C.

The written opinion of Evercore Group L.L.C. is attached to the Proxy Statement as Annex B and is incorporated herein by reference.

(c) Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 are filed herewith and will be made available for inspection and copying at the principal executive offices of the Partnership during its regular business hours by any interested Unitholder or any representative who has been so designated in writing.

 

ITEM 10.

SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

Regulation M-A Item 1007

(a)-(b), (d) Source of Funds; Conditions; Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Transactions—Background of the Transactions”

“The Transactions—Interests of Certain Persons in the Transactions”

“The Transactions—Financing of the Transactions”

“The Transactions—Estimated Fees and Expenses”

“The Transaction Agreement”

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Expenses Relating to the Transactions”

“The Transactions—Financing of the Transactions”

“The Transactions—Estimated Fees and Expenses”

 

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ITEM 11.

INTEREST IN SECURITIES OF THE SUBJECT COMPANY

Regulation M-A Item 1008

(a)-(b) Securities Ownership; Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Transactions”

“Summary Term Sheet—The Transactions”

“The Transactions—Effects of the Transactions”

“The Transactions—Interests of Certain Persons in the Transactions”

“Information Concerning the Buyer Parties and Landmark Dividend”

“Security Ownership of Certain Beneficial Owners, Management, Landmark Dividend and the Buyer Parties”

“Certain Purchases and Sales of Common Units”

 

ITEM 12.

THE SOLICITATION OR RECOMMENDATION

Regulation M-A Item 1012

(d)-(e) Intent to Tender or Vote in a Going-Private Transaction; Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Transactions and the Partnership Unitholder Meeting”

“The Transactions—Background of the Transactions”

“The Transactions—Reasons for the Conflicts Committee’s Recommendation”

“The Transactions—Reasons for the Board’s Recommendation”

“The Transactions—Position of the Buyer Parties as to the Fairness of the Transactions”

“The Transactions—The Buyer Parties’ Purpose and Reasons for the Transactions”

“The Transactions—Interests of Certain Persons in the Transactions”

“The Transactions Proposal”

Annex A—Transaction Agreement

 

ITEM 13.

FINANCIAL STATEMENTS

Regulation M-A Item 1010

(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

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“Selected Historical Consolidated Financial Data”

“Incorporation of Certain Documents by Reference”

“Where You Can Find More Information”

The Partnership’s Annual Report on Form 10-K for the year ended December 31, 2020 is incorporated herein by reference.

The Partnership’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 is incorporated herein by reference.

(b) Pro Forma Information. Not applicable. Paragraph (b) of Item 1010 of Regulation M-A requires the presentation of such pro forma data only if material. Because the consideration payable pursuant to the Transactions will consist solely of cash, and, as a result, the Partnership Unaffiliated Unitholders will have no continuing interest in the Partnership after the Transactions, such pro forma data is not material to the Partnership Unaffiliated Unitholders and, as such, has not been presented.

 

ITEM 14.

PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

Regulation M-A Item 1009

(a)-(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Transactions and the Partnership Unitholder Meeting”

“Information About the Partnership Unitholder Meeting and Voting—Proxy Solicitation”

“The Transactions—Background of the Transactions”

“The Transactions—Reasons for the Conflicts Committee’s Recommendation”

“The Transactions—Opinion of Evercore Group L.L.C.—Financial Advisor to the Conflicts Committee”

“The Transactions—Interests of Certain Persons in the Transactions”

“The Transactions—Estimated Fees and Expenses”

 

ITEM 15.

ADDITIONAL INFORMATION

Regulation M-A Item 1011

(b) Golden Parachute Compensation. Not applicable.

(c) Other Material Information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

 

14


ITEM 16.

EXHIBITS

Regulation M-A Item 1016

 

Exhibit
No.

 

Description

(a)(1)   Proxy Statement of the Partnership (the “Proxy Statement”) (incorporated herein by reference to the Partnership’s Schedule 14A filed concurrently with the SEC).
(a)(2)   Form of Proxy Card (to be filed by amendment)
(a)(3)   Letter to the Partnership Unitholders (incorporated herein by reference to the Proxy Statement).
(a)(4)   Notice of Special Meeting of Unitholders (incorporated herein by reference to the Proxy Statement).
(a)(5)   Press Release of the Partnership, dated August 23, 2021 (incorporated herein by reference to Exhibit 99.1 of the Partnership’s Current Report on Form 8-K, filed August 23, 2021).
(b)(1)   Debt Commitment Letter, dated as of August 21, 2021, by and among Truist Bank, Truist Securities, Inc., Citizens Bank, N.A., Royal Bank of Canada, RBC Capital Markets, The Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC and LM DV Infrastructure, LLC (incorporated herein by reference to Exhibit 99.3 of Landmark Dividend’s Schedule 13D/A, filed August 25, 2021).
(c)(1)   Opinion of Evercore Group L.L.C. (incorporated herein by reference to Annex B of the Proxy Statement).
(c)(2)   Presentation materials prepared by Evercore Group L.L.C., dated July 22, 2021, for the Conflicts Committee.
(c)(3)   Presentation materials prepared by Evercore Group L.L.C., dated July 30, 2021, for the Conflicts Committee.
(c)(4)   Presentation materials prepared by Evercore Group L.L.C., dated August 2, 2021, for the Conflicts Committee.
(c)(5)   Presentation materials prepared by Evercore Group L.L.C., dated August 21, 2021, for the Conflicts Committee.
(d)(1)   Transaction Agreement, dated as of August 21, 2021, by and among the Partnership, the Partnership GP, REIT LLC, REIT Subsidiary, Landmark Dividend, LM Infra, LM DV Infra, Merger Sub and Merger Sub II (incorporated herein by reference to Annex A of the Proxy Statement).
(d)(2)   Equity Commitment Letter, dated August 21, 2021, by and among Digital Colony Partners II, LP, LM DV Infra, LM Infra, Merger Sub and Merger Sub II (incorporated herein by reference to Exhibit 99.4 of Landmark Dividend’s Schedule 13D/A, filed August 25, 2021).
(f)(1)   Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of April 2, 2018 (incorporated herein by reference to Exhibit 3.1 of the Partnership’s Current Report on Form 8-K, filed on April 2, 2018).
(f)(2)   Delaware Code Title 6 § 17-212.
(g)   None.

 

15


SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of September 10, 2021

 

LM INFRA ACQUISITION COMPANY, LLC
By:  

/s/ Steven Sonnenstein

Name:   Steven Sonnenstein
Title:   Chairman
LM DV INFRASTRUCTURE, LLC
By:  

/s/ Steven Sonnenstein

Name:   Steven Sonnenstein
Title:   Chairman
DIGITAL LD MERGERCO LLC
By:  

/s/ Steven Sonnenstein

Name:   Steven Sonnenstein
Title:   Chairman
DIGITAL LD MERGERCO II LLC
By:  

/s/ Steven Sonnenstein

Name:   Steven Sonnenstein
Title:   Chairman
LANDMARK DIVIDEND LLC
By:  

/s/ Arthur P. Brazy, Jr.

Name:   Arthur P. Brazy, Jr.
Title:   Chief Executive Officer
LANDMARK INFRASTRUCTURE PARTNERS LP
By: Landmark Infrastructure Partners GP LLC, its general partner
By:  

/s/ George Doyle

Name:   George Doyle
Title:   Chief Financial Officer

 

Signature Page to Schedule 13E-3


LANDMARK INFRASTRUCTURE PARTNERS GP LLC
By:  

/s/ George Doyle

Name:   George Doyle
Title:   Chief Financial Officer
LANDMARK INFRASTRUCTURE REIT LLC
By:  

/s/ George Doyle

Name:   George Doyle
Title:   Chief Financial Officer
LANDMARK INFRASTRUCTURE INC.
By:  

/s/ George Doyle

Name:   George Doyle
Title:   Chief Financial Officer

 

Signature Page to Schedule 13E-3

EX-99.(c)(2)

Slide 0

The Special Committee of the Board of Directors of Landmark Infrastructure Partners GP LLC Discussion Materials Regarding Project Solo July 22, 2021 Exhibit (c)(2)


Slide 1

Table of Contents Section Executive Summary LMRK Situation Analysis Preliminary Valuation of LMRK Units Appendix Weighted Average Cost of Capital Analysis I II III


Slide 2

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of the Board of Directors of Landmark Infrastructure Partners GP LLC (the “Special Committee”), the general partner of Landmark Infrastructure Partners LP (the “Partnership”) to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Special Committee, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared for the benefit and internal use of the Special Committee. These materials were compiled on a confidential basis for use by the Special Committee and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. Disclaimer (i)


Slide 3

Executive Summary


Slide 4

Evercore Group L.L.C. (“Evercore”) is pleased to provide the following materials to the Special Committee of the Board of Directors (the “Special Committee”) of Landmark Infrastructure Partners GP LLC (“Landmark GP” or the “General Partner”), the general partner of Landmark Infrastructure Partners LP (the “Partnership”, “Landmark” or “LMRK”), regarding the proposed acquisition by Digital Colony Acquisitions, LLC (the “Sponsor”) of all publicly held common units representing limited partner interests in LMRK (each, a “Common Unit”) from the current holders of such units (the “Unaffiliated Common Unitholders”) (the “Proposed Transaction”) in exchange for $13.00 in cash per Common Unit (the “Proposed Consideration”) The materials herein include the following: An executive summary including: (i) an overview of the Proposed Transaction detailing summary proposed terms, (ii) an overview of the current LMRK organizational structure, (iii) a review of certain financial metrics for LMRK implied by the Proposed Transaction and (iv) an overview of the historical trading performance of LMRK relative to the Proposed Consideration A current situation analysis for LMRK, including an overview of LMRK’s business including a review of the financial projections for LMRK as provided by LMRK management (the “LMRK Financial Projections”) A preliminary valuation of LMRK based on the LMRK Financial Projections Executive Summary Introduction 1


Slide 5

Executive Summary Overview of Proposed Transaction Source: LMRK management and Partnership Evercore has been asked by the Special Committee, whether, in Evercore’s opinion, as of the date of the opinion, the Proposed Consideration is fair, from a financial point of view, to the unaffiliated holders of Common Units Opinion Requested: Counterparties Landmark Infrastructure Partners LP Digital Colony Acquisitions, LLC Proposed Transaction Summary The Sponsor proposes to acquire all publicly owned Common Units from the holders of such units other than those owned by the Sponsor, the General Partner or its respective affiliates LMRK will cease to be publicly traded Consideration Holders of Common Units other than those owned by the Sponsor, the General Partner and its respective affiliates (the “Unaffiliated Common Unitholders”) will receive [$13.00] in cash for each Common Unit held Timing and Approvals Requires approval of the Special Committee Other The Proposed Transaction is structured to be taxable to the Unaffiliated Common Unitholders 2


Slide 6

Executive Summary Current Summary LMRK Partnership Structure 3 Source: FactSet, Partnership filings and LMRK management Note: Market data as of July 19, 2021 Unaffiliated Common Unitholders 100.0% Ownership Interest 86.6% LP Interest 22.1 MM Common Units 13.2% LP Interest 3.36 MM Common Units Landmark Infrastructure Partners LP (NASDAQ: LMRK) Market Capitalization: $382 MM Net Debt: $489 MM DigitalBridge Group, Inc. (NYSE: DBRG) Digital Colony Acquisitions, LLC 100.0% Ownership Interest Landmark Infrastructure REIT Subsidiary Landmark Infrastructure Partners GP LLC (“General Partner”) 100.0% Ownership Interest Non-economic GP and IDRs


Slide 7

Executive Summary Overview of the Proposed Consideration ($ in millions, except per unit amounts) Source: FactSet, Public filings, LMRK management Note: Market data as of July 19, 2021 Unaffected LMRK unit price as of May 14, 2021 LP Buy-in Offer Price (May 14, 2021) Implied Transaction Premiums (%) 4


Slide 8

Executive Summary Historical LMRK Unit Price vs. Proposed Consideration 5 Sources: FactSet as of July 19, 2021


Slide 9

LMRK Situation Analysis


Slide 10

LMRK Situation Analysis LMRK, headquartered in El Segundo, California, acquires, owns and manages a wide portfolio of real property interests and client-essential infrastructure assets that it leases to wireless communication, information technology, outdoor advertising and renewable power companies As of December 31, 2020, LMRK’s portfolio consisted of approximately 1,980 assets across 1,487 locations in the U.S., Australia and Canada, generating a diversified revenue stream while allowing for multiple tenants within sub-industries LMRK leases cell-tower infrastructure and underlying property interests to wireless carriers and tower companies, comprising ~43% of total revenue1 Vertex / FlexGrid “smart-poles” transmit 5G/4G broadband for multiple carriers and provide LED lighting, security camera, public Wi-Fi and power-grid backup solutions, with some also supporting EV charging capabilities for future implementation The Partnership leases property interests for data center infrastructure to information technology companies, outdoor billboards and interactive digital kiosks to advertising companies and renewable energy infrastructure to power companies Benefits from triple-net lease arrangements on long-term lease contracts with annual escalators, i.e., property-level expenses including tax borne by tenant Source: Public filings, LMRK management 2020A revenue As of December 31, 2020 Overview of LMRK Company Overview ($ in thousands) Revenue by Segment Tenant Locations and Occupancy2 6


Slide 11

Summary Market Data LMRK Situation Analysis General Partner Incentive Distribution Rights Source: FactSet as of July 19, 2021, Public filings ($ in millions, except per unit amounts) Balance Sheet and Credit Data 7


Slide 12

LMRK Situation Analysis Wall Street Research Estimates Source: FactSet as of July 19, 2021, LMRK management Analyst price targets from latest available reports: Raymond James (5/17/21), B Riley (7/16/21), Wells Fargo Securities (7/2/21) and RBC Capital Markets (6/15/21) LMRK unit price as of July 19, 2021 Distribution per unit estimates unavailable for Wells Fargo Securities and Raymond James ($ in millions, except per unit amounts) Premium / (Discount) to Current 0.02% 3.61% 22.79% 0.02% Current Analyst Price Targets1 Current Unit Price: $13.03 2 AFFO Per Unit Cash Distribution Per Unit 3 EBITDA 5/17/21 7/16/21 7/2/21 6/15/21 8


Slide 13

LMRK Situation Analysis Source: Public filings As of June 30, 2020, LMRK designated Digital Infrastructure as a new reporting segment (previously included in Wireless Communication). Beginning in 2018A (when available), historical annual rental revenue was adjusted to reflect this new reporting segment Wireless Communication and Digital Infrastructure rental revenues combined to reflect above reporting segment change on June 30, 2020 Rental Revenue by Segment ($ in millions) Historical and Projected Business Segment Rental Revenue Historical and Projected Business Segment Rental Revenue2 1 1 9


Slide 14

LMRK Situation Analysis Unitholder Overview 10 Source: FactSet as of July 19, 2021, Public filings


Slide 15

LMRK Situation Analysis Source: LMRK management Assumptions for the LMRK Financial Projections Evercore reviewed standalone financial projections for LMRK as provided by LMRK management (the “LMRK Financial Projections”) The LMRK Financial Projections include EBITDA, interest, taxes, growth capital expenditures and financing assumptions as provided by LMRK management Growth capital expenditures financed with LMRK revolving credit facility Data Center Term Loan facility matures in 2025E No common equity or preferred equity issuances throughout the projection period Assumes an annual distribution of $0.80 per unit throughout the projection period 11


Slide 16

LMRK Financial Projections – Summary Cash Flows LMRK Situation Analysis ($ in millions, except per unit amounts) 12 Source: LMRK management


Slide 17

LMRK Financial Projections – Sources & Uses LMRK Situation Analysis ($ in millions) 13 Source: LMRK management


Slide 18

LMRK Situation Analysis Growth Project Summary 14 TBU: Pending response from LMRK regarding detailed capital expenditure schedules by project Growth Projects – April 2021 Board Meeting vs. Landmark Financial Projections Source: LMRK management


Slide 19

LMRK Situation Analysis Exclusive long-term contracts with Smart Cities Media (“SCM”) to deploy interactive digital outdoor kiosks across the Dallas Area Rapid Transit (“DART”) system, with SCM bearing kiosk operating expenses Kiosks include transit schedules, maps, community information and digital advertising 45%, 20% and 35% of Net Advertising Revenue shared by LMRK, SCM and DART, respectively 229 installations as of June 1, 2021 71 additional expected installations by year-end Expected capital expenditures of $0.5 million and $4.8 million in 1H 2021E and 2H 2021E, respectively EBITDA Contribution DART Vertex Self-contained , customer-neutral ‘smart’ pole designed for carrier broadband and other wireless operations Concealed carrier-agnostic ‘smart’ poles transmitting 5G / 4G broadband and public WiFi through fiber technology Poles also support security camera systems, private LTE networks, LED lighting solutions, and utility radio access, with some poles equipped with EV charging and power grid backup capabilities 1 installation as of June 1, 2021 17 and 82 additional expected installations by 2022E and 2023 year-end, respectively Expected capital expenditures of $2.9 million and $12.8 million in 2022E and 2023E, respectively EBITDA Contribution ($ in millions) Growth Project Summary 15 Source: LMRK management


Slide 20

LMRK Situation Analysis ($ in thousands) DART Financial Estimates – April 2021 Board Meeting vs. Landmark Financial Projections Revenue Comparison Capital Expenditures 16 TBU: Pending response from LMRK regarding DART revenue ramp, operating expenses, revenue share and capital expenditures Source: LMRK management


Slide 21

LMRK Situation Analysis ($ in thousands) Vertex Financial Estimates – April 2021 Board Meeting vs. Landmark Financial Projections Revenue Comparison Capital Expenditures 17 TBU: Pending response from LMRK regarding Vertex capital expenditures Source: LMRK management


Slide 22

LMRK Situation Analysis DART Unit Economics Evercore summarized the DART project economics as provided by management in LMRK board materials dated April 2018, October 2019 and January 2020 18 TBU: Pending response from LMRK regarding DART unit economics Source: LMRK management


Slide 23

Previously, G&A expenses up to 3% of revenue were paid by Landmark and any amount in excess of such cap was reimbursable to Landmark by Landmark’s General Partner as a capital contribution G&A reimbursement by Landmark’s General Partner is expected to terminate at the earlier of: (i) the date when revenue for the immediately preceding four consecutive fiscal quarters exceeds $120 million and (ii) November 19, 2021 Certain G&A expenses such as director stock compensation are not eligible for reimbursement In 2018, the reimbursable cap was extended 2 years and is now set to expire in November 2021 LMRK Situation Analysis Source: Public filings, 7/21 LMRK management forecast 2021E G&A includes $500,000 of estimated take-private litigation expenses Historical vs. Projected G&A Breakdown ($ in millions) 19 Historical G&A Overview Projected G&A Overview Landmark’s current intention is that the reimbursable cap will not be extended, as the portfolio is substantially larger than at the time of the IPO As part of the expiration of the reimbursable cap, Landmark’s General Partner is planning to seek reimbursement of its capital contributions to Landmark There are two assumptions that build Landmark’s forecasted G&A: (i) Landmark’s direct G&A expense primarily incurred as a result of being publicly listed and growing 3% annually (ii) G&A related to reimbursing a portion of the capital contributions from Landmark’s General Partner; the reimbursement amount is forecasted to be the greater of: (1) $750,000 per quarter (or $3.0mm annually), and (2) $750,000, plus 15% of revenues in excess of $17.5 million quarterly beginning February 2022E Total G&A % of Total Revenue Non-Reimbursable G&A G&A Reimbursed by General Partner Reimbursement to General Partner Historical and Projected G&A Benchmarking TBU: Pending confirmation from LRMK of total G&A numbers


Slide 24

LMRK Situation Analysis Historical vs. Projected Churn1 Source: 7/21 Datatape, 3/21 Termination file, 7/19 LMRK churn assumption file Historical and projected churn calculated as terminated lease rent as a percentage of total telecom and billboard revenue Tower Companies’ Anticipated Churn from T-Mobile / Sprint Merger Churn will happen over a 3–4-year period affecting 4% of property revenue Churn’s long-term rate of 1% - 2% should remain stable even considering the merger Peak impact of churn in 2025/2026 Post merger, T-Mobile and Sprint plan to consolidate sites to ~85,000, potentially increasing Landmark’s future churn rate Company Churn Assumption Methodology Sprint Future Churn Rate The future churn rate for Sprint, impacting both the LMRK wholly-owned and BF-LMRK JV portfolios, are driven by a specific assumption that is not historical in nature T-Mobile and Sprint are expected to decommission 35,000 sites nationwide, or ~70% of mostly Sprint cell sites, and at a minimum, 20,000 sites as per DOJ mandate Sprint/T-Mobile is 12.4% of NTM telecom revenue (as of 6/31/21) Projected churn assumes 30% of Sprint revenue churns over the course of 2 years and 25bps of annual telecom churn DISH Re-leasing Assumptions DISH is expected to retain some of these sites, but the ultimate churn could easily exceed the assumption of 30.0% based on T-Mobile’s public guidance DISH is expected to “re-lease” a subset of the Sprint churn sites, which is captured in the net 30% churn assumption for Sprint. The assumption implies that DISH “re-leases” all of their allocated sites, likely an optimistic assumption 2021 Budget churn of $0 vs. Landmark Financial Projections annualized H2 2021E churn of $226,330 Historical and Projected Churn Benchmarking 20 TBU: Pending detail from LMRK regarding tower and billboard revenues used to calculate churn % Chart provided by LMRK; support has been requested


Slide 25

We have requested supporting files from LMRK regarding the calculation of historical and projected churn as a percent of tower and billboard revenues Once we receive a breakdown of historical and projected billboard and telecom revenues and historical churn, we will be able to verify 2014A – 2026E churn as a percent of tower and billboard revenues Based on the data provided, projected churn appears to be lower than historical churn Outstanding Items / Observations LMRK Situation Analysis Churn Sensitivities 21 Source: LMRK management


Slide 26

Preliminary Valuation of LMRK Units


Slide 27

Preliminary Valuation of LMRK Units Valuation Methodologies Methodology Description Metrics / Assumptions DCF Analysis Values LMRK shares based on the concepts of the time value of money Utilizing the LMRK Financial Projections, as previously reviewed herein, Evercore: Utilized varying WACC discount rates and applied various perpetuity growth rates to derive after-tax valuation ranges for a LMRK unit Calculated terminal values based on a range of multiples of EBITDA derived from precedent transactions as well as assumed perpetuity growth rates Discounted the projected cash flows to the assumed September 30, 2021 effective date Effective corporate tax rate of 29.6% Tax depreciation based on immediate expensing of capital expenditures and a full step-up in tax basis WACC based on the Capital Asset Pricing Model (“CAPM”) for MLPs and REITS with assets comparable to those owned by LMRK For the terminal value, tax depreciation assumed to be equal to maintenance capital expenditures EBITDA exit multiple of 13.0x to 18.0x and a perpetuity growth rate of 2.0% to 3.0% Discounted Distribution Analysis Values LMRK units based on the present value of the future cash distribution to LMRK unitholders Projected distributions based on the LMRK Financial Projections and discounted projected cash flows to the assumed September 30, 2021 effective date Terminal yield range of 6.0% to 7.5% based on the distribution yield at which LMRK has traded since the first ex-distribution date following distribution cut in 2020 Cost of equity of 12.5% to 13.5% based on the CAPM and 8.5% to 10.5% based on total expected market return for comparable MLPs and REITs Precedent M&A Transactions Valuation based on multiples of enterprise value / relevant EBITDA for similar assets to those owned by LMRK Based on multiples of enterprise value to EBITDA for real estate assets similar to those owned by LMRK Peer Group Trading Analysis Valuation based on multiples of enterprise value / relevant EBITDA for publicly traded entities with assets similar to those owned by LMRK Based on multiples of enterprise value to EBITDA for MLPs and REITS with assets similar to those owned by LMRK Reference Only Premiums Paid in MLP Mergers Values LMRK units based on historical premiums paid in selected relevant cash MLP acquisitions Median 1-Day, 30-Day and 60-Day premiums paid applied to relevant equity prices Evercore utilized the following analytical approaches and methodologies in its valuation of the LMRK units with an effective date of September 30, 2021 22 Source: LMRK management


Slide 28

Preliminary Valuation of LMRK Units Valuation Summary For Reference 23


Slide 29

DCF Analysis Preliminary Valuation of LMRK Units Source: LMRK management 2021E tax DD&A assumes 100.0% bonus depreciation calculated as the midpoint of the enterprise value range plus 2021E capital expenditures; 2022E and 2023E tax DD&A assumes 100.0% bonus depreciation on capital expenditures; bonus depreciation phase-down on growth capital expenditures in 2024E (80.0%), 2025E (60.0%) and 2026E (40.0%) Assumes 29.6% tax rate ($ in millions, except per unit amounts) EBITDA Exit Multiple Sensitivity Analysis Perpetuity Growth Rate Sensitivity Analysis 24


Slide 30

Preliminary Valuation of LMRK Units Discounted Distributions Analysis – LMRK Financial Projections Based on the distribution yield at which LMRK has traded since the first ex-distribution date following distribution cut in 2020 (May 15, 2020) 25


Slide 31

Selected Precedent M&A ($ in millions) Preliminary Valuation of LMRK Units Data Center Transactions 26


Slide 32

Selected Precedent M&A ($ in millions) Preliminary Valuation of LMRK Units Communication and Carrier Towers Transactions 27


Slide 33

Selected Precedent M&A ($ in millions) Preliminary Valuation of LMRK Units Wind Energy Infrastructure Transactions 28


Slide 34

Selected Precedent M&A ($ in millions) Preliminary Valuation of LMRK Units Outdoor Advertising Transactions 29


Slide 35

Precedent M&A Transaction Analysis – LMRK Financial Projections Summary Results ($ in millions, except per unit amounts) Preliminary Valuation of LMRK Units 30


Slide 36

Peer Group Trading Source: FactSet, Public filings, Wall Street Research ($ in millions, except per share / unit amounts) Preliminary Valuation of LMRK Units 31


Slide 37

Peer Group Trading Analysis – LMRK Financial Projections ($ in millions, except per unit amounts) Preliminary Valuation of LMRK Units Summary Results 32


Slide 38

Preliminary Valuation of LMRK Units Premiums Paid in MLP Acquisitions Source: Bloomberg, FactSet, Public filings VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares / units on the last trading day prior to announcement plus any cash received, by the 30-, 60- or 90-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement WMB / WPZ VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of WMB’s shares on the last trading day prior to announcement by the 30-, 60- or 90-trading day VWAP of the WPZ as calculated from March 15, 2018, or after the FERC announcement of MLP income tax recovery disallowance For Reference Only 33


Slide 39

Preliminary Valuation of LMRK Units Premiums Paid Analysis Source: FactSet, Bloomberg Note: Based on unaffected date of May 14, 2021 Summary Results – All Transactions Summary Results – Cash Transactions For Reference Only 34


Slide 40

Appendix


Slide 41

Weighted Average Cost of Capital Analysis


Slide 42

Weighted Average Cost of Capital Analysis Capital Asset Pricing Model Note: LMRK assumes Series C Preferred Units convert to LMRK units 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes partnership tax rate of 29.6% and corporate tax rate of 0.0% 3. 20-year Treasury as of July 19, 2021 4. Source: Duff & Phelps 5. Decile: Micro Cap (9) with equity value range of $190.0 million to $451.8 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on median of peer group long-term senior notes yield-to-worst ($ in millions, except per share / unit amounts) 35


Slide 43

Weighted Average Cost of Capital Analysis Expected Market Return Source: FactSet, Public filings ($ in millions, except per unit amounts) 36

EX-99.(c)(3)

Slide 0

The Special Committee of the Board of Directors of Landmark Infrastructure Partners GP LLC Discussion Materials Regarding Project Solo July 30, 2021 Exhibit (c)(3)


Slide 1

Table of Contents Section Executive Summary LMRK Situation Analysis Preliminary Valuation of LMRK Units Appendix Weighted Average Cost of Capital Analysis Additional Supporting Detail I II III


Slide 2

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of the Board of Directors of Landmark Infrastructure Partners GP LLC (the “Special Committee”), the general partner of Landmark Infrastructure Partners LP (the “Partnership”) to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Special Committee, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared for the benefit and internal use of the Special Committee. These materials were compiled on a confidential basis for use by the Special Committee and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. Disclaimer (i)


Slide 3

Executive Summary


Slide 4

Evercore Group L.L.C. (“Evercore”) is pleased to provide the following materials to the Special Committee of the Board of Directors (the “Special Committee”) of Landmark Infrastructure Partners GP LLC (“Landmark GP” or the “General Partner”), the general partner of Landmark Infrastructure Partners LP (the “Partnership”, “Landmark” or “LMRK”), regarding the proposed acquisition by Digital Colony Acquisitions, LLC (the “Sponsor”) of all publicly held common units representing limited partner interests in LMRK (each, a “Common Unit”) from the current holders of such units (the “Unaffiliated Common Unitholders”) (the “Proposed Transaction”) in exchange for $13.00 in cash per Common Unit (the “Proposed Consideration”) The materials herein include the following: An executive summary including: (i) an overview of the Proposed Transaction detailing summary proposed terms, (ii) an overview of the current LMRK organizational structure, (iii) a review of certain financial metrics for LMRK implied by the Proposed Transaction and (iv) an overview of the historical trading performance of LMRK relative to the Proposed Consideration A current situation analysis for LMRK, including an overview of LMRK’s business including a review of the financial projections for LMRK as provided by LMRK management (the “LMRK Financial Projections”) and sensitivity analyses with respect to G&A, churn, capital expenditures and distribution policy A preliminary valuation of LMRK based on the LMRK Financial Projections Executive Summary Introduction 1


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Executive Summary Overview of Proposed Transaction Source: LMRK management and Partnership Evercore has been asked by the Special Committee, whether, in Evercore’s opinion, as of the date of the opinion, the Proposed Consideration is fair, from a financial point of view, to the unaffiliated holders of Common Units Opinion Requested: Counterparties Landmark Infrastructure Partners LP Digital Colony Acquisitions, LLC Proposed Transaction Summary The Sponsor proposes to acquire all publicly owned Common Units from the holders of such units other than those owned by the Sponsor, the General Partner or its respective affiliates LMRK will cease to be publicly traded Consideration Holders of Common Units other than those owned by the Sponsor, the General Partner and its respective affiliates (the “Unaffiliated Common Unitholders”) will receive [$13.00] in cash for each Common Unit held Timing and Approvals Requires approval of the Special Committee Other The Proposed Transaction is structured to be taxable to the Unaffiliated Common Unitholders 2


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Executive Summary Current Summary LMRK Partnership Structure Source: FactSet, Partnership filings and LMRK management Note: Market data as of July 27, 2021 Unaffiliated Common Unitholders 100.0% Ownership Interest 86.6% LP Interest 22.1 MM Common Units 13.2% LP Interest 3.36 MM Common Units Landmark Infrastructure Partners LP (NASDAQ: LMRK) Market Capitalization: $344 MM Net Debt: $489 MM DigitalBridge Group, Inc. (NYSE: DBRG) Digital Colony Acquisitions, LLC 100.0% Ownership Interest Landmark Infrastructure REIT Subsidiary Landmark Infrastructure Partners GP LLC (“General Partner”) 100.0% Ownership Interest Non-economic GP and IDRs 3


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Executive Summary Overview of the Proposed Consideration ($ in millions, except per unit amounts) Source: FactSet, Public filings, LMRK management Note: Market data as of July 27, 2021 LMRK 1Q 2021 Cover Page Unaffected LMRK unit price as of May 14, 2021 LP Buy-in Offer Price (May 14, 2021) Implied Transaction Premiums (%) 4


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Executive Summary Historical LMRK Unit Price vs. Proposed Consideration Sources: FactSet as of July 27, 2021 5


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LMRK Situation Analysis


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LMRK Situation Analysis LMRK, headquartered in El Segundo, California, acquires, owns and manages a wide portfolio of real property interests and client-essential infrastructure assets that it leases to wireless communication, information technology, outdoor advertising and renewable power companies As of December 31, 2020, LMRK’s portfolio consisted of approximately 1,980 assets across 1,487 locations in the U.S., Australia and Canada, generating a diversified revenue stream while allowing for multiple tenants within sub-industries LMRK leases cell-tower infrastructure and underlying property interests to wireless carriers and tower companies, comprising ~43% of total revenue1 Vertex / FlexGrid “smart-poles” transmit 5G/4G broadband for multiple carriers and provide LED lighting, security camera, public Wi-Fi and power-grid backup solutions, with some also supporting EV charging capabilities for future implementation The Partnership leases property interests for data center infrastructure to information technology companies, outdoor billboards and interactive digital kiosks to advertising companies and renewable energy infrastructure to power companies Benefits from triple-net lease arrangements on long-term lease contracts with annual escalators, i.e., property-level expenses including tax borne by tenant Source: Public filings, LMRK management 2020A revenue As of December 31, 2020 Overview of LMRK Company Overview ($ in thousands) Revenue by Segment Tenant Locations and Occupancy2 6


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Summary Market Data LMRK Situation Analysis General Partner Incentive Distribution Rights Source: FactSet as of July 27, 2021, Public filings ($ in millions, except per unit amounts) Balance Sheet and Credit Data 7


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LMRK Situation Analysis Wall Street Research Estimates Source: FactSet as of July 27, 2021, LMRK management Analyst price targets from latest available reports: Raymond James (5/17/21), B Riley (7/16/21), Wells Fargo Securities (7/2/21) and RBC Capital Markets (6/15/21) LMRK unit price as of July 27, 2021 Distribution per unit estimates unavailable for Wells Fargo Securities and Raymond James ($ in millions, except per unit amounts) Premium / (Discount) to Current 3.56% 0.15% 18.69% 3.56% Current Analyst Price Targets1 Current Unit Price: $13.48 2 AFFO Per Unit Cash Distribution Per Unit 3 EBITDA 5/17/21 7/16/21 7/2/21 6/15/21 May 17, 2021: Digital Colony Announcement LTM Broker Price Targets 8


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LMRK Situation Analysis Source: Public filings As of June 30, 2020, LMRK designated Digital Infrastructure as a new reporting segment (previously included in Wireless Communication). Beginning in 2018A (when available), historical annual rental revenue was adjusted to reflect this new reporting segment Wireless Communication and Digital Infrastructure rental revenues combined to reflect above reporting segment change on June 30, 2020 Rental Revenue by Segment ($ in millions) Historical and Projected Business Segment Rental Revenue Historical and Projected Business Segment Rental Revenue2 1 1 9


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LMRK Situation Analysis Unitholder Overview Source: FactSet as of July 27, 2021, Public filings 10


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LMRK Situation Analysis Source: LMRK management Assumptions for the LMRK Financial Projections Evercore reviewed standalone financial projections for LMRK as provided by LMRK management (the “LMRK Financial Projections”) The LMRK Financial Projections include EBITDA, interest, taxes, growth capital expenditures and financing assumptions as provided by LMRK management Previously, LMRK management anticipated a new securitization facility with LMRK’s data center portfolio that would be issued in August 2021. Per management, the pricing environment has changed and the data center securitization facility is no longer included in the forecast Growth capital expenditures financed with LMRK revolving credit facility No common equity or preferred equity issuances throughout the projection period Assumes an annual distribution of $0.80 per unit throughout the projection period 11


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LMRK Financial Projections – Summary Cash Flows LMRK Situation Analysis ($ in millions, except per unit amounts) Source: LMRK management 12


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LMRK Financial Projections – Sources & Uses LMRK Situation Analysis ($ in millions) Source: LMRK management 13


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LMRK Situation Analysis DART Project Summary (January 2021 Board Meeting vs. Current Forecast) Source: LMRK management A majority of the budget excess was due to higher service costs related to the deployment/installation of the kiosks Net CF calculated as net revenues less operating expenses. Net revenues calculated as rents plus power service less operating expenses and revenue share Exclusive long-term contracts with Smart Cities Media (“SCM”) to deploy interactive digital outdoor kiosks across the Dallas Area Rapid Transit (“DART”) system, with SCM bearing kiosk operating expenses Kiosks include transit schedules, maps, community information and digital advertising 45%, 20% and 35% of Net Advertising Revenue shared by LMRK, SCM and DART, respectively 235 installations as of July 1, 2021 65 additional expected installations by year-end Expected capital expenditures of $0.5 million and $4.8 million in 1H 2021E and 2H 2021E, respectively ($ in millions) EBITDA / Capex Management has recast its assumptions due to higher deployment costs coupled with more a conservative approach to revenue forecast (slower ramp up to target utilization, softer ad rate environment) as well as elevated operating costs 14


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LMRK Situation Analysis ($ in thousands) DART Financial Estimates – January 2021 Board Meeting vs. Landmark Financial Projections Revenue Comparison Capital Expenditures Comparison Source: LMRK management Quarter ending June 30, 2023 includes DART revenue and capital expenditures for April 2023 and May 2023 (not June 2023) which corresponds to the forecast provided in the January 2021 Board materials 1 1 Since the January 2021 Board meeting, LMRK management has recast its DART assumptions, which now reflect: (i) reduced projected revenue due to a softer ad-rate environment and its ad partner declaring bankruptcy; (ii) delayed capital expenditures due to a slower ramp-up to target utilization; and (iii) increased operating expenses from incremental software services 15


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LMRK Situation Analysis DART Unit Economics Evercore summarized the DART project economics as provided by management in LMRK board materials dated April 2018, October 2019 and January 2020 Source: LMRK management Initial Budget as provided in October 2019 and January 2020 board materials Kiosk connectivity expenditures include connectivity and network & fiber costs to reconcile differences between line-item categorization across budget updates Landmark management has already purchased the kiosk units and the remaining capital expenditures in the forecast relate to unit installation and connectivity Returns are based on the full capital deployment beginning in 2020 and the resulting cash flows 16


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LMRK Situation Analysis Vertex Project Summary (January 2021 Board Meeting vs. Current Forecast) Source: LMRK management Note: Vertex projects budgeted capex assumes V1 pole configuration; standard deployment Net CF calculated as net revenues less operating expenses. Net revenues calculated as rents plus power service less operating expenses and revenue share. Management projects that Tesla begins generating net cash flow in May 2021, Loblaws and Choice in March 2022 and DART (Kiosk) in January 2022 Other represents land entitlements, which may turn into potential capital deployments in the future. The DART Telecom deployment within Vertex includes the installation of pole equipment at DART sites Other Vertex Projects (DART Telecom, DFW, NYPA, LANC) are land entitlements without any measurable costs because they have not produced committed sites and were not part of prior projections Self-contained, customer-neutral ‘smart’ pole designed for carrier broadband and other wireless operations Concealed carrier-agnostic ‘smart’ poles transmitting 5G / 4G broadband and public WiFi through fiber technology Poles also support security camera systems, private LTE networks, LED lighting solutions, and utility radio access, with some poles equipped with EV charging and power grid backup capabilities 1 installation as of June 1, 2021 17 and 82 additional expected installations by 2022E and 2023 year-end, respectively Expected capital expenditures of $2.9 million and $4.4 million in FY 2022E and January 2023E – May 2023E, respectively, down from $33 million and $4.5 million forecasted in January 2021 ($ in millions) EBITDA / Capex 17


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LMRK Situation Analysis Vertex Financial Estimates – January 2021 Board Meeting vs. Landmark Financial Projections Revenue Comparison Capital Expenditures Comparison ($ in thousands) Source: LMRK management Quarter ending June 30, 2023 includes Vertex revenue and capital expenditures for April 2023 and May 2023 (not June 2023) which corresponds to the forecast provided in the January 2021 Board materials 1 1 Since the January 2021 Board meeting, LMRK management has recast its Vertex assumptions, which now reflect: (i) reduced projected revenue and capital expenditures due to a lowered pole deployment target and (ii) delayed revenue realization due to pandemic-delayed site construction 18


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LMRK Situation Analysis Vertex Unit Economics Evercore summarized the Vertex project economics as provided by management in LMRK board materials dated April 2018 relative to those provided by LMRK management in the LMRK model LMRK’s V1 pole was the first-developed, most versatile product; the V2 and T2 products were subsequently developed for more targeted applications Source: LMRK management Compared to estimates provided to the Board in April 2018, the Landmark Financial Projections assume: Lower unit costs for its V1 units ($177,433 to $185,080 versus $239,784 previously estimated (excluding the V1 units for Tesla) A decreased deployment of overall units from 2021E through 2026E (100 units versus 450 units previously estimated) Lower overall returns for the V1 units (-0.3% to 4.8% versus 22.3% previously estimated) 19


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Previously, G&A expenses up to 3% of revenue were paid by Landmark (Non-reimbursable G&A) and any amount in excess of such cap was reimbursable to Landmark by Landmark’s GP as a capital contribution (G&A reimbursed by General Partner) G&A reimbursement by Landmark’s General Partner is expected to terminate at the earlier of: (i) the date when revenue for the immediately preceding four consecutive fiscal quarters exceeds $120 million and (ii) November 19, 2021 Certain G&A expenses such as director stock compensation are not eligible for reimbursement In 2018, the reimbursable cap was extended 2 years and is now set to expire in November 2021 LMRK Situation Analysis Source: Public filings, 7/21 LMRK management forecast Note: Historical G&A includes UK, patent, internet and security fees. UK operations have been discontinued at present 2021E G&A includes $500,000 of estimated take-private litigation expenses See appendix for schedule of expenses. Certain workstreams and cost categories, such as rent and consulting, could arguably be included in the allocated amount. To simplify the analysis, Landmark narrowed the scope of the allocable amounts and comfortably supported the forecasted allocation of Landmark's G&A to LMRK of ~$3.0 to ~$3.5mm in 2022 Historical vs. Projected G&A Breakdown ($ in millions) Historical G&A Overview Projected G&A Overview Landmark’s current intention is that the reimbursable cap (G&A reimbursed by General Partner) will not be extended, as the portfolio is substantially larger than at the time of the IPO As part of the expiration of the reimbursable cap, LMRK’s GP is seeking additional recovery of payroll-related expenses related to the management of LMRK (see appendix for additional detail). Management has estimated that these costs would exceed $6.9mm in 20212. To avoid over-burdening LMRK, management has instead proposed the calculation below: (i) Landmark’s direct G&A expense primarily incurred as a result of being publicly listed and growing 3% annually (ii) G&A corresponding to reimbursing a portion of salary-related expenses from Landmark’s General Partner; the reimbursement amount is forecasted to be the greater of: (1) $750,000 per quarter (or $3.0mm annually), and (2) $750,000, plus 15% of revenues in excess of $17.5 million quarterly beginning February 2022E G&A as a % of Total Revenue Non-Reimbursable G&A G&A Reimbursed by General Partner Projected Reimbursement to General Partner Historical and Projected G&A Analysis 20


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LMRK Situation Analysis 2021E Allocable G&A Expenses to LMRK Source: LMRK management Landmark Dividend Payroll-related Expenses, excluding amounts from Originations, Underwriting, Marketing (including TDS group) and Vertex LMRK represents 42% of the total revenue managed by the GP Includes salaries, payroll & related, consulting, rent, legal fees and other Salaries and Payroll & Related includes Administrative, Legal, IT, HR, Finance & Accounting, Executive and Asset Management Excluded G&A Expenses 21 Included Headcount 4


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LMRK Situation Analysis Historical vs. Projected Telecom Churn1 Source: 7/21 Datatape, 3/21 Termination file, 7/19 LMRK churn assumption file Historical and projected churn calculated as terminated lease rent of telecom assets as a percentage of total telecom and billboard revenue Tower Companies’ Anticipated Churn from T-Mobile / Sprint Merger Churn will happen over a 3–4-year period affecting 4% of property revenue Churn’s long-term rate of 1% - 2% should remain stable even considering the merger Peak impact of churn in 2025/2026 Post merger, T-Mobile and Sprint plan to consolidate sites to ~85,000, potentially increasing Landmark’s future churn rate Company Churn Assumption Methodology Sprint Future Churn Rate The future churn rate for Sprint, impacting both the LMRK wholly-owned and BF-LMRK JV portfolios, are driven by a specific assumption that is not historical in nature T-Mobile and Sprint are expected to decommission 35,000 sites nationwide, or ~70% of mostly Sprint cell sites, and at a minimum, 20,000 sites as per DOJ mandate Sprint/T-Mobile is 12.4% of NTM telecom revenue (as of 6/31/21) Projected churn assumes 30% of Sprint revenue churns over the course of 2 years and 25bps of annual telecom churn DISH Re-leasing Assumptions DISH is expected to retain some of these sites, but the ultimate churn could easily exceed the assumption of 30.0% based on T-Mobile’s public guidance DISH is expected to “re-lease” a subset of the Sprint churn sites, which is captured in the net 30% churn assumption for Sprint. The assumption implies that DISH “re-leases” all of their allocated sites, likely an optimistic assumption 2021 Budget churn of $0 vs. Landmark Financial Projections annualized H2 2021E churn of $226,330 Historical and Projected Telecom Churn Benchmarking On average, annual forecasted churn is 1.0% lower than annual historical churn 22


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LMRK Situation Analysis Churn Analysis Source: LMRK management. LMRK management forecast Churn Sensitivities M&A Churned Revenue Benchmarking 23


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LMRK Situation Analysis Commentary LP Coverage Distribution per LP Unit Consolidated Leverage Note: Historical Average based on 2015-2020; Projected Average based on 2022E-2026E Distribution Coverage Summary Historical Average: 1.01x Historical Average: 7.5x Average Projected Leverage – Flat DPU: 7.2x Average Projected Leverage – Target Coverage: 7.6x Historical Average: $1.31 Average Projected Distribution per Unit – Flat DPU: $0.80 Average Projected Distribution per Unit – Target Coverage: $1.20 LMRK has historically paid a distribution resulting in average LP distribution coverage of approximately 1.01x LMRK’s current and forecasted quarterly distribution of $0.20 per LP unit result improves coverage and reduces leverage to 6.1x in 2026E, approximately 1.4x below the 2015-2020 average and approximately 2.1x below the 2021E starting point A distribution based on targeted LP coverage of 1.25x results in 2026E leverage that is approximately 0.5x below the 2015-2020 average and approximately 1.2x below the 2021E starting point 24


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LMRK Situation Analysis G&A Sensitivity Churn Sensitivity The LMRK Financial Projections utilize a formula for G&A expense equal to the greater of (a) $3.0 million per year or (b) $3.0 million + 15% of revenues above $70.0 million G&A Sensitivity assumes $6 million of G&A expense in 2022, increasing by 3% annually thereafter ($ in millions, except per unit amounts) Sensitivity Analyses Summary Source: LMRK management Evercore ran four sensitivity cases with respect to (i) general and administrative expenses, (ii) churn, (iii) capital expenditures and (iv) LMRK’s distribution policy Capital Expenditure Sensitivity Distribution Sensitivity The LMRK Financial Projections assume churn of $0.9 million in 2022, $1.5 million in 2023, $1.7 million in 2024, $1.8 million in 2025 and $1.9 million in 2026 The Churn Sensitivity analysis assumes a 50% increase in churn throughout the forecast Assumes LMRK is able to spend up to $15 million of growth capital expenditures annually Incremental growth capital expenditures assumed to generate EBITDA equal to 11% of deployed capital The LMRK Financial Projections assume a flat distribution equal to $0.20 per quarter throughout the forecast The Distribution Sensitivity analysis targets an LP distribution coverage of 1.25x LMRK Financial Projections Sensitivity Case 25


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Preliminary Valuation of LMRK Units


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Preliminary Valuation of LMRK Units Valuation Methodologies Methodology Description Metrics / Assumptions DCF Analysis Values LMRK shares based on the concepts of the time value of money Utilizing the LMRK Financial Projections, as previously reviewed herein, Evercore: Utilized varying WACC discount rates and applied various perpetuity growth rates to derive after-tax valuation ranges for a LMRK unit Calculated terminal values based on a range of multiples of EBITDA derived from precedent transactions as well as assumed perpetuity growth rates Discounted the projected cash flows to the assumed September 30, 2021 effective date Effective corporate tax rate of 29.6% Tax depreciation based on immediate expensing of capital expenditures and a full step-up in tax basis WACC based on the Capital Asset Pricing Model (“CAPM”) for MLPs and REITS with assets comparable to those owned by LMRK For the terminal value, tax depreciation assumed to be equal to maintenance capital expenditures EBITDA exit multiple of 13.0x to 17.0x and a perpetuity growth rate of 2.0% to 3.0% Discounted Distribution Analysis Values LMRK units based on the present value of the future cash distribution to LMRK unitholders Projected distributions based on the LMRK Financial Projections and discounted projected cash flows to the assumed September 30, 2021 effective date Terminal yield range of 6.0% to 7.5% based on the distribution yield at which LMRK has traded since the first ex-distribution date following distribution cut in 2020 Cost of equity of 12.5% to 13.5% based on the CAPM and 8.5% to 10.5% based on total expected market return for comparable MLPs and REITs Precedent M&A Transactions Valuation based on multiples of enterprise value / relevant EBITDA for similar assets to those owned by LMRK Based on multiples of enterprise value to EBITDA for real estate assets similar to those owned by LMRK Peer Group Trading Analysis Valuation based on multiples of enterprise value / relevant EBITDA for publicly traded entities with assets similar to those owned by LMRK Based on multiples of enterprise value to EBITDA for MLPs and REITS with assets similar to those owned by LMRK Reference Only Premiums Paid in MLP Mergers Values LMRK units based on historical premiums paid in selected relevant cash MLP acquisitions Median 1-Day, 30-Day and 60-Day premiums paid applied to relevant equity prices Evercore utilized the following analytical approaches and methodologies in its valuation of the LMRK units with an effective date of September 30, 2021 Source: LMRK management 26


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Preliminary Valuation of LMRK Units Valuation Summary For Reference Capital Expenditure Sensitivity Churn Sensitivity G&A Sensitivity LMRK Financial Projections Distribution Sensitivity 27


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DCF Analysis – LMRK Financial Projections Preliminary Valuation of LMRK Units Source: LMRK management 2021E tax DD&A assumes 100.0% bonus depreciation calculated as the midpoint of the enterprise value range plus 2021E capital expenditures; 2022E and 2023E tax DD&A assumes 100.0% bonus depreciation on capital expenditures; bonus depreciation phase-down on growth capital expenditures in 2024E (80.0%), 2025E (60.0%) and 2026E (40.0%) Assumes 29.6% tax rate ($ in millions, except per unit amounts) EBITDA Exit Multiple Sensitivity Analysis Perpetuity Growth Rate Sensitivity Analysis 28


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DCF Analysis – G&A Sensitivity Preliminary Valuation of LMRK Units Source: LMRK management 2021E tax DD&A assumes 100.0% bonus depreciation calculated as the midpoint of the enterprise value range plus 2021E capital expenditures; 2022E and 2023E tax DD&A assumes 100.0% bonus depreciation on capital expenditures; bonus depreciation phase-down on growth capital expenditures in 2024E (80.0%), 2025E (60.0%) and 2026E (40.0%) Assumes 29.6% tax rate ($ in millions, except per unit amounts) EBITDA Exit Multiple Sensitivity Analysis 29


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DCF Analysis – Churn Sensitivity Preliminary Valuation of LMRK Units Source: LMRK management 2021E tax DD&A assumes 100.0% bonus depreciation calculated as the midpoint of the enterprise value range plus 2021E capital expenditures; 2022E and 2023E tax DD&A assumes 100.0% bonus depreciation on capital expenditures; bonus depreciation phase-down on growth capital expenditures in 2024E (80.0%), 2025E (60.0%) and 2026E (40.0%) Assumes 29.6% tax rate ($ in millions, except per unit amounts) EBITDA Exit Multiple Sensitivity Analysis 30


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DCF Analysis – Capital Expenditure Sensitivity Preliminary Valuation of LMRK Units Source: LMRK management 2021E tax DD&A assumes 100.0% bonus depreciation calculated as the midpoint of the enterprise value range plus 2021E capital expenditures; 2022E and 2023E tax DD&A assumes 100.0% bonus depreciation on capital expenditures; bonus depreciation phase-down on growth capital expenditures in 2024E (80.0%), 2025E (60.0%) and 2026E (40.0%) Assumes 29.6% tax rate ($ in millions, except per unit amounts) EBITDA Exit Multiple Sensitivity Analysis 31


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Preliminary Valuation of LMRK Units Discounted Distributions Analysis – LMRK Financial Projections Based on the distribution yield at which LMRK has traded since the first ex-distribution date following distribution cut in 2020 (May 15, 2020) 32


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Preliminary Valuation of LMRK Units Discounted Distributions Analysis – Distribution Sensitivity Based on the distribution yield at which LMRK has traded since the first ex-distribution date following distribution cut in 2020 (May 15, 2020) 33


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Selected Precedent M&A ($ in millions) Preliminary Valuation of LMRK Units Data Center Transactions 34


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Selected Precedent M&A ($ in millions) Preliminary Valuation of LMRK Units Communication and Carrier Towers Transactions 35


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Selected Precedent M&A ($ in millions) Preliminary Valuation of LMRK Units Wind Energy Infrastructure Transactions 36


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Selected Precedent M&A ($ in millions) Preliminary Valuation of LMRK Units Outdoor Advertising Transactions 37


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Precedent M&A Transaction Analysis – LMRK Financial Projections Summary Results ($ in millions, except per unit amounts) Preliminary Valuation of LMRK Units 38


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Peer Group Trading Source: FactSet, Public filings, Wall Street Research ($ in millions, except per share / unit amounts) Preliminary Valuation of LMRK Units 39


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Peer Group Trading Analysis – LMRK Financial Projections ($ in millions, except per unit amounts) Preliminary Valuation of LMRK Units Summary Results 40


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Preliminary Valuation of LMRK Units Premiums Paid in MLP Acquisitions Source: Bloomberg, FactSet, Public filings VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares / units on the last trading day prior to announcement plus any cash received, by the 30-, 60- or 90-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement WMB / WPZ VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of WMB’s shares on the last trading day prior to announcement by the 30-, 60- or 90-trading day VWAP of the WPZ as calculated from March 15, 2018, or after the FERC announcement of MLP income tax recovery disallowance For Reference Only 41


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Preliminary Valuation of LMRK Units Premiums Paid Analysis Source: FactSet, Bloomberg Note: Based on unaffected date of May 14, 2021 Summary Results – All Transactions Summary Results – Cash Transactions For Reference Only 42


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Appendix


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Weighted Average Cost of Capital Analysis


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Weighted Average Cost of Capital Analysis Capital Asset Pricing Model Note: LMRK assumes Series C Preferred Units convert to LMRK units 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes partnership tax rate of 29.6% and corporate tax rate of 0.0% 3. 20-year Treasury as of July 27, 2021 4. Source: Duff & Phelps 5. Decile: Micro Cap (9) with equity value range of $190.0 million to $451.8 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on median of peer group long-term senior notes yield-to-worst ($ in millions, except per share / unit amounts) 43


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Weighted Average Cost of Capital Analysis Expected Market Return Source: FactSet, Public filings ($ in millions, except per unit amounts) 44


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Additional Supporting Detail


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LMRK Financial Projections – 1.25x Target LP Distribution Coverage – Summary Cash Flows Additional Supporting Detail ($ in millions, except per unit amounts) Source: LMRK management 45


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LMRK Financial Projections – 1.25x Target LP Distribution Coverage – Sources & Uses Additional Supporting Detail ($ in millions) Source: LMRK management 46

EX-99.(c)(4)

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The Special Committee of the Board of Directors of Landmark Infrastructure Partners GP LLC Discussion Materials Regarding Project Solo August 2, 2021 Exhibit (c)(4)


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Table of Contents Section Executive Summary LMRK Situation Analysis Preliminary Valuation of LMRK Units Appendix Weighted Average Cost of Capital Analysis Additional Supporting Detail I II III


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These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of the Board of Directors of Landmark Infrastructure Partners GP LLC (the “Special Committee”), the general partner of Landmark Infrastructure Partners LP (the “Partnership”) to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Special Committee, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared for the benefit and internal use of the Special Committee. These materials were compiled on a confidential basis for use by the Special Committee and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. Disclaimer (i)


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Executive Summary


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Evercore Group L.L.C. (“Evercore”) is pleased to provide the following materials to the Special Committee of the Board of Directors (the “Special Committee”) of Landmark Infrastructure Partners GP LLC (“Landmark GP” or the “General Partner”), the general partner of Landmark Infrastructure Partners LP (the “Partnership”, “Landmark” or “LMRK”), regarding the proposed acquisition by Digital Colony Acquisitions, LLC (the “Sponsor”) of all publicly held common units representing limited partner interests in LMRK (each, a “Common Unit”) from the current holders of such units (the “Unaffiliated Common Unitholders”) (the “Proposed Transaction”) in exchange for $13.00 in cash per Common Unit (the “Proposed Consideration”) The materials herein include the following: An executive summary including: (i) an overview of the Proposed Transaction detailing summary proposed terms, (ii) an overview of the current LMRK organizational structure, (iii) a review of certain financial metrics for LMRK implied by the Proposed Transaction and (iv) an overview of the historical trading performance of LMRK relative to the Proposed Consideration A current situation analysis for LMRK, including an overview of LMRK’s business including a review of the financial projections for LMRK as provided by LMRK management (the “LMRK Financial Projections”) and sensitivity analyses with respect to G&A, churn, capital expenditures and distribution policy A preliminary valuation of LMRK based on the LMRK Financial Projections Executive Summary Introduction 1


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Executive Summary Overview of Proposed Transaction Source: LMRK management and Partnership Evercore has been asked by the Special Committee, whether, in Evercore’s opinion, as of the date of the opinion, the Proposed Consideration is fair, from a financial point of view, to the unaffiliated holders of Common Units Opinion Requested: Counterparties Landmark Infrastructure Partners LP Digital Colony Acquisitions, LLC Proposed Transaction Summary The Sponsor proposes to acquire all publicly owned Common Units from the holders of such units other than those owned by the Sponsor, the General Partner or its respective affiliates LMRK will cease to be publicly traded Consideration Holders of Common Units other than those owned by the Sponsor, the General Partner and its respective affiliates (the “Unaffiliated Common Unitholders”) will receive [$13.00] in cash for each Common Unit held Timing and Approvals Requires approval of the Special Committee Other The Proposed Transaction is structured to be taxable to the Unaffiliated Common Unitholders 2


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Executive Summary Current Summary LMRK Partnership Structure Source: FactSet, Partnership filings and LMRK management Note: Market data as of July 27, 2021 Unaffiliated Common Unitholders 100.0% Ownership Interest 86.6% LP Interest 22.1 MM Common Units 13.2% LP Interest 3.36 MM Common Units Landmark Infrastructure Partners LP (NASDAQ: LMRK) Market Capitalization: $344 MM Net Debt: $489 MM DigitalBridge Group, Inc. (NYSE: DBRG) Digital Colony Acquisitions, LLC 100.0% Ownership Interest Landmark Infrastructure REIT Subsidiary Landmark Infrastructure Partners GP LLC (“General Partner”) 100.0% Ownership Interest Non-economic GP and IDRs 3


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Executive Summary Overview of the Proposed Consideration ($ in millions, except per unit amounts) Source: FactSet, Public filings, LMRK management Note: Market data as of July 27, 2021 LMRK 1Q 2021 Cover Page Includes 1,982,700 Series C Preferred Units which each have a redemption price of $25 per unit and have the right to convert to common units upon delisting of the common units at a conversion rate of 1.3017 common units per Series C Preferred Unit implying an initial conversion price of approximately $19.21 per common unit Unaffected LMRK unit price as of May 14, 2021 LP Buy-in Offer Price (May 14, 2021) Implied Transaction Premiums (%) 4


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Executive Summary Historical LMRK Unit Price vs. Proposed Consideration Sources: FactSet as of July 27, 2021 5


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LMRK Situation Analysis


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LMRK Situation Analysis LMRK, headquartered in El Segundo, California, acquires, owns and manages a wide portfolio of real property interests and client-essential infrastructure assets that it leases to wireless communication, information technology, outdoor advertising and renewable power companies As of December 31, 2020, LMRK’s portfolio consisted of approximately 1,980 assets across 1,487 locations in the U.S., Australia and Canada, generating a diversified revenue stream while allowing for multiple tenants within sub-industries LMRK leases cell-tower infrastructure and underlying property interests to wireless carriers and tower companies, comprising ~43% of total revenue1 Vertex / FlexGrid “smart-poles” transmit 5G/4G broadband for multiple carriers and provide LED lighting, security camera, public Wi-Fi and power-grid backup solutions, with some also supporting EV charging capabilities for future implementation The Partnership leases property interests for data center infrastructure to information technology companies, outdoor billboards and interactive digital kiosks to advertising companies and renewable energy infrastructure to power companies Benefits from triple-net lease arrangements on long-term lease contracts with annual escalators, i.e., property-level expenses including tax borne by tenant Source: Public filings, LMRK management 2020A revenue As of December 31, 2020 Overview of LMRK Company Overview ($ in thousands) Revenue by Segment Tenant Locations and Occupancy2 6


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Summary Market Data LMRK Situation Analysis General Partner Incentive Distribution Rights Source: FactSet as of July 27, 2021, Public filings ($ in millions, except per unit amounts) Balance Sheet and Credit Data 7


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LMRK Situation Analysis Wall Street Research Estimates Source: FactSet as of July 27, 2021, LMRK management Analyst price targets from latest available reports: Raymond James (5/17/21), B Riley (7/16/21), Wells Fargo Securities (7/2/21) and RBC Capital Markets (6/15/21) LMRK unit price as of July 27, 2021 Distribution per unit estimates unavailable for Wells Fargo Securities and Raymond James ($ in millions, except per unit amounts) Premium / (Discount) to Current 3.56% 0.15% 18.69% 3.56% Current Analyst Price Targets1 Current Unit Price: $13.48 2 AFFO Per Unit Cash Distribution Per Unit 3 EBITDA 5/17/21 7/16/21 7/2/21 6/15/21 May 17, 2021: Digital Colony Announcement LTM Broker Price Targets 8


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LMRK Situation Analysis Source: Public filings As of June 30, 2020, LMRK designated Digital Infrastructure as a new reporting segment (previously included in Wireless Communication). Beginning in 2018A (when available), historical annual rental revenue was adjusted to reflect this new reporting segment Wireless Communication and Digital Infrastructure rental revenues combined to reflect above reporting segment change on June 30, 2020 Rental Revenue by Segment ($ in millions) Historical and Projected Business Segment Rental Revenue Historical and Projected Business Segment Rental Revenue2 1 1 9


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LMRK Situation Analysis Unitholder Overview Source: FactSet as of July 27, 2021, Public filings 10


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LMRK Situation Analysis Source: LMRK management Assumptions for the LMRK Financial Projections Evercore reviewed standalone financial projections for LMRK as provided by LMRK management (the “LMRK Financial Projections”) The LMRK Financial Projections include EBITDA, interest, taxes, growth capital expenditures and financing assumptions as provided by LMRK management LMRK management confirmed that the Data Center Securitization will still be issued in August 2021. The Data Center Securitization has been added back to the LMRK Financial Projections Indicated pricing has increased from 2.50% to 3.00% Growth capital expenditures financed with LMRK revolving credit facility No common equity or preferred equity issuances throughout the projection period Assumes an annual distribution of $0.80 per unit throughout the projection period 11


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LMRK Financial Projections – Summary Cash Flows LMRK Situation Analysis ($ in millions, except per unit amounts) Source: LMRK management 12


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LMRK Financial Projections – Sources & Uses LMRK Situation Analysis ($ in millions) Source: LMRK management 13


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LMRK Situation Analysis DART Project Summary (January 2021 Board Meeting vs. Current Forecast) Source: LMRK management A majority of the budget excess was due to higher service costs related to the deployment/installation of the kiosks Net CF calculated as net revenues less operating expenses. Net revenues calculated as rents plus power service less operating expenses and revenue share Exclusive long-term contracts with Smart Cities Media (“SCM”) to deploy interactive digital outdoor kiosks across the Dallas Area Rapid Transit (“DART”) system, with SCM bearing kiosk operating expenses Kiosks include transit schedules, maps, community information and digital advertising 45%, 20% and 35% of Net Advertising Revenue shared by LMRK, SCM and DART, respectively 235 installations as of July 1, 2021 65 additional expected installations by year-end 24 kiosks reserved for repair due to vandalism Expected capital expenditures of $0.5 million and $4.8 million in 1H 2021E and 2H 2021E, respectively ($ in millions) EBITDA / Capex Management has recast its assumptions due to higher deployment costs coupled with more a conservative approach to revenue forecast (slower ramp up to target utilization, softer ad rate environment) as well as elevated operating costs 14


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LMRK Situation Analysis ($ in thousands) DART Financial Estimates – January 2021 Board Meeting vs. Landmark Financial Projections Revenue Comparison Capital Expenditures Comparison Source: LMRK management Quarter ending June 30, 2023 includes DART revenue and capital expenditures for April 2023 and May 2023 (not June 2023) which corresponds to the forecast provided in the January 2021 Board materials 1 1 Since the January 2021 Board meeting, LMRK management has recast its DART assumptions, which now reflect: (i) reduced projected revenue due to a softer ad-rate environment and its ad partner declaring bankruptcy; (ii) delayed capital expenditures due to a slower ramp-up to target utilization; and (iii) increased operating expenses from incremental software services 15


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LMRK Situation Analysis DART Unit Economics Evercore summarized the DART project economics as provided by management in LMRK board materials dated April 2018, October 2019 and January 2020 Source: LMRK management Initial Budget as provided in October 2019 and January 2020 board materials Kiosk connectivity expenditures include connectivity and network & fiber costs to reconcile differences between line-item categorization across budget updates Landmark management has already purchased the kiosk units and the remaining capital expenditures in the forecast relate to unit installation and connectivity Returns are based on the full capital deployment beginning in 2020 and the resulting cash flows 16


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LMRK Situation Analysis Vertex Project Summary (January 2021 Board Meeting vs. Current Forecast) Source: LMRK management Note: Vertex projects budgeted capex assumes V1 pole configuration; standard deployment Net CF calculated as net revenues less operating expenses. Net revenues calculated as rents plus power service less operating expenses and revenue share. Management projects that Tesla begins generating net cash flow in May 2021, Loblaws and Choice in March 2022 and DART (Kiosk) in January 2022 Other represents land entitlements, which may turn into potential capital deployments in the future. The DART Telecom deployment within Vertex includes the installation of pole equipment at DART sites Other Vertex Projects (DART Telecom, DFW, NYPA, LANC) are land entitlements without any measurable costs because they have not produced committed sites and were not part of prior projections Self-contained, customer-neutral ‘smart’ pole designed for carrier broadband and other wireless operations Concealed carrier-agnostic ‘smart’ poles transmitting 5G / 4G broadband and public WiFi through fiber technology Poles also support security camera systems, private LTE networks, LED lighting solutions, and utility radio access, with some poles equipped with EV charging and power grid backup capabilities 1 installation as of June 1, 2021 17 and 82 additional expected installations by 2022E and 2023 year-end, respectively Expected capital expenditures of $2.9 million and $4.4 million in FY 2022E and January 2023E – May 2023E, respectively, down from $33 million and $4.5 million forecasted in January 2021 ($ in millions) EBITDA / Capex 17


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LMRK Situation Analysis Vertex Financial Estimates – January 2021 Board Meeting vs. Landmark Financial Projections Revenue Comparison Capital Expenditures Comparison ($ in thousands) Source: LMRK management Quarter ending June 30, 2023 includes Vertex revenue and capital expenditures for April 2023 and May 2023 (not June 2023) which corresponds to the forecast provided in the January 2021 Board materials 1 1 Since the January 2021 Board meeting, LMRK management has recast its Vertex assumptions, which now reflect: (i) reduced projected revenue and capital expenditures due to a lowered pole deployment target and (ii) delayed revenue realization due to pandemic-delayed site construction 18


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LMRK Situation Analysis Vertex Unit Economics Evercore summarized the Vertex project economics as provided by management in LMRK board materials dated April 2018 relative to those provided by LMRK management in the LMRK model LMRK’s V1 pole was the first-developed, most versatile product; the V2 and T2 products were subsequently developed for more targeted applications Source: LMRK management Compared to estimates provided to the Board in April 2018, the Landmark Financial Projections assume: Lower unit costs for its V1 units ($177,433 to $185,080 versus $239,784 previously estimated (excluding the V1 units for Tesla) A decreased deployment of overall units from 2021E through 2026E (100 units versus 450 units previously estimated) Reduced tenant per pole projections (1 tenant per pole versus 3 tenants per pole previously estimated) Lower overall returns for the V1 units (-0.3% to 4.8% versus 22.3% previously estimated) TBU: Pending response from LMRK regarding Loblaw, Choice and Tesla returns analysis 19


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Previously, G&A expenses up to 3% of revenue were paid by Landmark (Non-reimbursable G&A) and any amount in excess of such cap was reimbursable to Landmark by Landmark’s GP as a capital contribution (G&A reimbursed by General Partner) G&A reimbursement by Landmark’s General Partner is expected to terminate at the earlier of: (i) the date when revenue for the immediately preceding four consecutive fiscal quarters exceeds $120 million and (ii) November 19, 2021 Certain G&A expenses such as director stock compensation are not eligible for reimbursement In 2018, the reimbursable cap was extended 2 years and is now set to expire in November 2021 LMRK Situation Analysis Source: Public filings, 7/21 LMRK management forecast Note: Historical G&A includes UK, patent, internet and security fees. UK operations have been discontinued at present 2021E G&A includes $500,000 of estimated take-private litigation expenses See appendix for schedule of expenses. Certain workstreams and cost categories, such as rent and consulting, could arguably be included in the allocated amount. To simplify the analysis, Landmark narrowed the scope of the allocable amounts and comfortably supported the forecasted allocation of Landmark's G&A to LMRK of ~$3.0 to ~$3.5mm in 2022 Historical vs. Projected G&A Breakdown ($ in millions) Historical G&A Overview Projected G&A Overview Landmark’s current intention is that the reimbursable cap (G&A reimbursed by General Partner) will not be extended, as the portfolio is substantially larger than at the time of the IPO As part of the expiration of the reimbursable cap, LMRK’s GP is seeking additional recovery of payroll-related expenses related to the management of LMRK (see appendix for additional detail). Management has estimated that these costs would exceed $6.9mm in 20212. To avoid over-burdening LMRK, management has instead proposed the calculation below: (i) Landmark’s direct G&A expense primarily incurred as a result of being publicly listed and growing 3% annually (ii) G&A corresponding to reimbursing a portion of salary-related expenses from Landmark’s General Partner; the reimbursement amount is forecasted to be the greater of: (1) $750,000 per quarter (or $3.0mm annually), and (2) $750,000, plus 15% of revenues in excess of $17.5 million quarterly beginning February 2022E G&A as a % of Total Revenue Non-Reimbursable G&A G&A Reimbursed by General Partner Projected Reimbursement to General Partner Historical and Projected G&A Analysis 20


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LMRK Situation Analysis Historical G&A Summary (Excluding UK and Patent Fees)1 Source: LMRK management 1.The LMRK financial forecast includes UK and Patent Fees Management forecasts that G&A will grow by 3% year-over-year from 2022 - 2026 21


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LMRK Situation Analysis 2021E Allocable G&A Expenses to LMRK Source: LMRK management Landmark Dividend Payroll-related Expenses, excluding amounts from Originations, Underwriting, Marketing (including TDS group) and Vertex LMRK represents 42% of the total revenue managed by the GP Includes salaries, payroll & related, consulting, rent, legal fees and other Salaries and Payroll & Related includes Administrative, Legal, IT, HR, Finance & Accounting, Executive and Asset Management Excluded G&A Expenses Included Headcount TBU: Pending response from LMRK regarding detailed G&A Expense line-item breakdown and headcount 22 4


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LMRK Situation Analysis Historical vs. Projected Telecom Churn1 Source: 7/21 Datatape, 3/21 Termination file, 7/19 LMRK churn assumption file Historical and projected churn calculated as terminated lease rent of telecom assets as a percentage of total telecom and billboard revenue Tower Companies’ Anticipated Churn from T-Mobile / Sprint Merger Churn will happen over a 3–4-year period affecting 4% of property revenue Churn’s long-term rate of 1% - 2% should remain stable even considering the merger Peak impact of churn in 2025/2026 Post merger, T-Mobile and Sprint plan to consolidate sites to ~85,000, potentially increasing Landmark’s future churn rate Company Churn Assumption Methodology Sprint Future Churn Rate The future churn rate for Sprint, impacting both the LMRK wholly-owned and BF-LMRK JV portfolios, are driven by a specific assumption that is not historical in nature T-Mobile and Sprint are expected to decommission 35,000 sites nationwide, or ~70% of mostly Sprint cell sites, and at a minimum, 20,000 sites as per DOJ mandate Sprint/T-Mobile is 12.4% of NTM telecom revenue (as of 6/31/21) Projected churn assumes 30% of Sprint revenue churns over the course of 2 years and 25bps of annual telecom churn DISH Re-leasing Assumptions DISH is expected to retain some of these sites, but the ultimate churn could easily exceed the assumption of 30.0% based on T-Mobile’s public guidance DISH is expected to “re-lease” a subset of the Sprint churn sites, which is captured in the net 30% churn assumption for Sprint. The assumption implies that DISH “re-leases” all of their allocated sites, likely an optimistic assumption 2021 Budget churn of $0 vs. Landmark Financial Projections annualized H2 2021E churn of $226,330 Historical and Projected Telecom Churn Benchmarking On average, annual forecasted churn is 1.0% lower than annual historical churn 23


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LMRK Situation Analysis Churn Analysis Source: LMRK management. LMRK management forecast Churn Sensitivities M&A Churned Revenue Benchmarking TBU: Pending response from LMRK regarding number of sites 24


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LMRK Situation Analysis Commentary LP Coverage Distribution per LP Unit Consolidated Leverage Note: Historical Average based on 2015-2020; Projected Average based on 2021E-2026E Distribution Coverage Summary Historical Average: 1.01x Historical Average: 7.5x Average Projected Leverage – Flat DPU: 7.3x Average Projected Leverage – Target Coverage: 7.6x Historical Average: $1.31 Average Projected Distribution per Unit – Flat DPU: $0.80 Average Projected Distribution per Unit – Target Coverage: $1.14 LMRK has historically paid a distribution resulting in average LP distribution coverage of approximately 1.01x LMRK’s current and forecasted quarterly distribution of $0.20 per LP unit result improves coverage and reduces leverage to 6.2x in 2026E, approximately 1.3x below the 2015-2020 average and approximately 2.0x below the 2021E starting point A distribution based on targeted LP coverage of 1.25x results in 2026E leverage that is approximately 0.5x below the 2015-2020 average and approximately 1.2x below the 2021E starting point 25


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LMRK Situation Analysis G&A Sensitivity Churn Sensitivity The LMRK Financial Projections utilize a formula for G&A expense equal to the greater of (a) $3.0 million per year or (b) $3.0 million + 15% of revenues above $70.0 million G&A Sensitivity assumes $6 million of G&A expense in 2022, increasing by 3% annually thereafter ($ in millions, except per unit amounts) Sensitivity Analyses Summary Source: LMRK management Evercore ran four sensitivity cases with respect to (i) general and administrative expenses, (ii) churn, (iii) capital expenditures and (iv) LMRK’s distribution policy Capital Expenditure Sensitivity Distribution Sensitivity The LMRK Financial Projections assume churn of $0.9 million in 2022, $1.5 million in 2023, $1.7 million in 2024, $1.8 million in 2025 and $1.9 million in 2026 The Churn Sensitivity analysis assumes a projected churn equal to 300% of Landmark-forecasted churn Assumes LMRK is able to spend up to $15 million of growth capital expenditures annually Incremental growth capital expenditures assumed to generate EBITDA equal to 11% of deployed capital The LMRK Financial Projections assume a flat distribution equal to $0.20 per quarter throughout the forecast The Distribution Sensitivity analysis targets an LP distribution coverage of 1.25x LMRK Financial Projections Sensitivity Case 26


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Preliminary Valuation of LMRK Units


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Preliminary Valuation of LMRK Units Valuation Methodologies Methodology Description Metrics / Assumptions DCF Analysis Values LMRK shares based on the concepts of the time value of money Utilizing the LMRK Financial Projections, as previously reviewed herein, Evercore: Utilized varying WACC discount rates and applied various perpetuity growth rates to derive after-tax valuation ranges for a LMRK unit Calculated terminal values based on a range of multiples of EBITDA derived from precedent transactions as well as assumed perpetuity growth rates Discounted the projected cash flows to the assumed September 30, 2021 effective date Effective corporate tax rate of 29.6% Tax depreciation based on immediate expensing of capital expenditures and a full step-up in tax basis WACC based on the Capital Asset Pricing Model (“CAPM”) for MLPs and REITS with assets comparable to those owned by LMRK For the terminal value, tax depreciation assumed to be equal to maintenance capital expenditures EBITDA exit multiple of 13.0x to 17.0x and a perpetuity growth rate of 2.0% to 3.0% Discounted Distribution Analysis Values LMRK units based on the present value of the future cash distribution to LMRK unitholders Projected distributions based on the LMRK Financial Projections and discounted projected cash flows to the assumed September 30, 2021 effective date Terminal yield range of 6.0% to 7.5% based on the distribution yield at which LMRK has traded since the first ex-distribution date following distribution cut in 2020 Cost of equity of 12.5% to 13.5% based on the CAPM and 8.5% to 10.5% based on total expected market return for comparable MLPs and REITs Precedent M&A Transactions Valuation based on multiples of enterprise value / relevant EBITDA for similar assets to those owned by LMRK Based on multiples of enterprise value to EBITDA for real estate assets similar to those owned by LMRK Peer Group Trading Analysis Valuation based on multiples of enterprise value / relevant EBITDA for publicly traded entities with assets similar to those owned by LMRK Based on multiples of enterprise value to EBITDA for MLPs and REITS with assets similar to those owned by LMRK Reference Only Premiums Paid in MLP Mergers Values LMRK units based on historical premiums paid in selected relevant cash MLP acquisitions Median 1-Day, 30-Day and 60-Day premiums paid applied to relevant equity prices Evercore utilized the following analytical approaches and methodologies in its valuation of the LMRK units with an effective date of September 30, 2021 Source: LMRK management 27


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Preliminary Valuation of LMRK Units Valuation Summary For Reference Capital Expenditure Sensitivity Churn Sensitivity G&A Sensitivity LMRK Financial Projections Distribution Sensitivity 28


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DCF Analysis – LMRK Financial Projections Preliminary Valuation of LMRK Units Source: LMRK management 2021E tax DD&A assumes 100.0% bonus depreciation calculated as the midpoint of the enterprise value range plus 2021E capital expenditures; 2022E and 2023E tax DD&A assumes 100.0% bonus depreciation on capital expenditures; bonus depreciation phase-down on growth capital expenditures in 2024E (80.0%), 2025E (60.0%) and 2026E (40.0%) Assumes 29.6% tax rate ($ in millions, except per unit amounts) EBITDA Exit Multiple Sensitivity Analysis Perpetuity Growth Rate Sensitivity Analysis 29


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DCF Analysis – G&A Sensitivity Preliminary Valuation of LMRK Units Source: LMRK management 2021E tax DD&A assumes 100.0% bonus depreciation calculated as the midpoint of the enterprise value range plus 2021E capital expenditures; 2022E and 2023E tax DD&A assumes 100.0% bonus depreciation on capital expenditures; bonus depreciation phase-down on growth capital expenditures in 2024E (80.0%), 2025E (60.0%) and 2026E (40.0%) Assumes 29.6% tax rate ($ in millions, except per unit amounts) EBITDA Exit Multiple Sensitivity Analysis 30


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DCF Analysis – Churn Sensitivity Preliminary Valuation of LMRK Units Source: LMRK management 2021E tax DD&A assumes 100.0% bonus depreciation calculated as the midpoint of the enterprise value range plus 2021E capital expenditures; 2022E and 2023E tax DD&A assumes 100.0% bonus depreciation on capital expenditures; bonus depreciation phase-down on growth capital expenditures in 2024E (80.0%), 2025E (60.0%) and 2026E (40.0%) Assumes 29.6% tax rate ($ in millions, except per unit amounts) EBITDA Exit Multiple Sensitivity Analysis 31


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DCF Analysis – Capital Expenditure Sensitivity Preliminary Valuation of LMRK Units Source: LMRK management 2021E tax DD&A assumes 100.0% bonus depreciation calculated as the midpoint of the enterprise value range plus 2021E capital expenditures; 2022E and 2023E tax DD&A assumes 100.0% bonus depreciation on capital expenditures; bonus depreciation phase-down on growth capital expenditures in 2024E (80.0%), 2025E (60.0%) and 2026E (40.0%) Assumes 29.6% tax rate ($ in millions, except per unit amounts) EBITDA Exit Multiple Sensitivity Analysis 32


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Preliminary Valuation of LMRK Units Discounted Distributions Analysis – LMRK Financial Projections Based on the distribution yield at which LMRK has traded since the first ex-distribution date following distribution cut in 2020 (May 15, 2020) 33


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Preliminary Valuation of LMRK Units Discounted Distributions Analysis – Distribution Sensitivity Based on the distribution yield at which LMRK has traded since the first ex-distribution date following distribution cut in 2020 (May 15, 2020) 34


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Selected Precedent M&A ($ in millions) Preliminary Valuation of LMRK Units Data Center Transactions 35


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Selected Precedent M&A ($ in millions) Preliminary Valuation of LMRK Units Communication and Carrier Towers Transactions 36


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Selected Precedent M&A ($ in millions) Preliminary Valuation of LMRK Units Wind Energy Infrastructure Transactions 37


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Selected Precedent M&A ($ in millions) Preliminary Valuation of LMRK Units Outdoor Advertising Transactions 38


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Precedent M&A Transaction Analysis – LMRK Financial Projections Summary Results ($ in millions, except per unit amounts) Preliminary Valuation of LMRK Units 39


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Peer Group Trading Source: FactSet, Public filings, Wall Street Research ($ in millions, except per share / unit amounts) Preliminary Valuation of LMRK Units 40


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Peer Group Trading Analysis – LMRK Financial Projections ($ in millions, except per unit amounts) Preliminary Valuation of LMRK Units Summary Results 41


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Preliminary Valuation of LMRK Units Premiums Paid in MLP Acquisitions Source: Bloomberg, FactSet, Public filings VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares / units on the last trading day prior to announcement plus any cash received, by the 30-, 60- or 90-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement WMB / WPZ VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of WMB’s shares on the last trading day prior to announcement by the 30-, 60- or 90-trading day VWAP of the WPZ as calculated from March 15, 2018, or after the FERC announcement of MLP income tax recovery disallowance For Reference Only 42


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Preliminary Valuation of LMRK Units Premiums Paid Analysis Source: FactSet, Bloomberg Note: Based on unaffected date of May 14, 2021 Summary Results – All Transactions Summary Results – Cash Transactions For Reference Only 43


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Appendix


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Weighted Average Cost of Capital Analysis


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Weighted Average Cost of Capital Analysis Capital Asset Pricing Model 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes partnership tax rate of 29.6% and corporate tax rate of 0.0% 3. 20-year Treasury as of July 27, 2021 4. Source: Duff & Phelps 5. Decile: Micro Cap (9) with equity value range of $190.0 million to $451.8 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on median of peer group long-term senior notes yield-to-worst ($ in millions, except per share / unit amounts) 44


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Weighted Average Cost of Capital Analysis Expected Market Return Source: FactSet, Public filings ($ in millions, except per unit amounts) 45


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Additional Supporting Detail


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LMRK Financial Projections – 1.25x Target LP Distribution Coverage – Summary Cash Flows Additional Supporting Detail ($ in millions, except per unit amounts) Source: LMRK management 46


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LMRK Financial Projections – 1.25x Target LP Distribution Coverage – Sources & Uses Additional Supporting Detail ($ in millions) Source: LMRK management 47

EX-99.(c)(5)

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The Conflicts Committee of the Board of Directors of Landmark Infrastructure Partners GP LLC Discussion Materials Regarding Project Solo August 21, 2021 Exhibit (c)(5)


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Table of Contents Section Executive Summary LMRK Situation Analysis Valuation of the Common Units Appendix Weighted Average Cost of Capital Analysis I II III


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These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors of Landmark Infrastructure Partners GP LLC (the “Conflicts Committee”), the general partner of Landmark Infrastructure Partners LP (the “Partnership”) to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Conflicts Committee, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared for the benefit and internal use of the Conflicts Committee. These materials were compiled on a confidential basis for use by the Conflicts Committee and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. Disclaimer (i)


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Executive Summary


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Evercore Group L.L.C. (“Evercore”) is pleased to provide the following materials to the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of Landmark Infrastructure Partners GP LLC (the “Partnership GP”), the general partner of Landmark Infrastructure Partners LP (the “Partnership”, “Landmark” or “LMRK”), regarding the proposal to enter into a Transaction Agreement (the “Transaction Agreement”) by and among LM DV Infrastructure, LLC (“LM DV Infra”), LM Infra Acquisition Company, LLC (“LM Infra”), Digital LD MergerCo LLC (“Merger Sub”), Digital LD MergerCo II LLC (“Merger Sub II” and, together with LM DV Infra, LM Infra, and Merger Sub, the “Buyer Parties”), Landmark Infrastructure Inc., Landmark Infrastructure REIT LLC, the Partnership, Landmark Infrastructure Partners GP LLC, the general partner of the Partnership (the “Partnership GP”), and Landmark Dividend LLC, the sole member of the Partnership GP (“Landmark Dividend”) Pursuant to the Transaction Agreement, among other things, Merger Sub II will merge (the “Merger”) with and into the Partnership, with the Partnership surviving as the surviving entity. As a result of the Merger, each common unit representing limited partner interests in the Partnership (the “Common Units”) of the Partnership, other than Common Units held by Landmark Dividend, issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $16.50 in cash without any interest thereon (the “Consideration”) The Consideration represents a 38.4% premium to the closing price of $11.92 per unit on May 14, 2021, the day of the Landmark Dividend’s original offer of $13.00 per unit (the “Initial Offer”), a 35.6% premium to LMRK’s 30-day volume-weighted average price (“VWAP”), a 32.6% premium to LMRK’s 60-day VWAP and a 34.0% premium to LMRK’s 90-day VWAP as of May 14, 2021 The Consideration represents a 26.9% increase from the Initial Offer The materials herein include the following: An executive summary including: (i) an overview of the Merger detailing summary proposed terms, (ii) an overview of the current LMRK organizational structure, (iii) a review of certain financial metrics for LMRK implied by the Merger and (iv) an overview of the historical trading performance of LMRK relative to the Consideration A current situation analysis for LMRK, including an overview of LMRK’s business including a review of the financial projections for LMRK as provided by LMRK management (the “LMRK Financial Projections”) A valuation of the Common Units based on the LMRK Financial Projections Executive Summary Introduction 1


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Executive Summary Overview of the Merger Source: LMRK management and Partnership Evercore has been asked by the Conflicts Committee, whether, in Evercore’s opinion, as of the date hereof, the Consideration is fair, from a financial point of view, to the Partnership Unaffiliated Common Unitholders Opinion Requested: Counterparties Landmark Infrastructure Partners LP Landmark Infrastructure Partners GP LLC LM DV Infrastructure, LLC LM Infra Acquisition Company, LLC Landmark Infrastructure Inc. Landmark Infrastructure REIT LLC Landmark Dividend LLC Digital LD MergerCo LLC Digital LD MergerCo II LLC Merger Summary Merger Sub II proposes to merge with the Partnership, as a result of which all Common Units other than those owned by Landmark Dividend will be converted into the right to receive cash as described below LMRK will cease to be publicly traded Consideration Holders of Common Units other than those owned by the Landmark Dividend, the General Partner and its respective affiliates (the “Partnership Unaffiliated Common Unitholders”) will receive $16.50 in cash without any interest thereon for each Common Unit held Timing and Approvals Requires approval of the Conflicts Committee Other The Merger is structured to be taxable to the Partnership Unaffiliated Common Unitholders 2


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Executive Summary Current Summary LMRK Partnership Structure Source: FactSet, Partnership filings and LMRK management Note: Market data as of August 20, 2021 Partnership Unaffiliated Common Unitholders 100.0% Ownership Interest 86.8% LP Interest 22.1 MM Common Units 13.2% LP Interest 3.4 MM Common Units Landmark Infrastructure Partners LP (NASDAQ: LMRK) Market Capitalization: $361 MM Net Debt: $490 MM DigitalBridge Group, Inc. (NYSE: DBRG) Digital Colony Acquisitions, LLC 100.0% Ownership Interest Landmark Infrastructure REIT Subsidiary Landmark Infrastructure Partners GP LLC (“General Partner”) 100.0% Ownership Interest Non-economic GP and IDRs 3


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Executive Summary Overview of the Consideration ($ in millions, except per unit amounts) Source: FactSet, Public filings, LMRK management Note: Market data as of August 20, 2021 LMRK 2Q 2021 Cover Page Includes 1,982,700 Series C Preferred Units, which each have a redemption price of $25 per unit and have the right to convert to common units upon delisting of the common units at a conversion rate of 1.3017 Common Units per Series C Preferred Unit implying an initial conversion price of approximately $19.21 per Common Unit Unaffected Common Unit price as of May 14, 2021 Consideration Implied Transaction Premiums (%) 4


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Executive Summary Historical Common Unit Price vs. Consideration Sources: FactSet as of August 20, 2021 5


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Executive Summary In connection with rendering our opinion, Evercore has, among other things: Reviewed certain publicly available historical business and financial information relating to the Partnership that we deemed relevant, including as set forth in the Annual Report on Form 10-K for the year ended December 31, 2020, the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, and certain Current Reports on Form 8-K, in each case as filed with or furnished to the U.S. Securities and Exchange Commission by the Partnership since December 31, 2020; Reviewed certain internal projected financial and operating data and assumptions relating to the Partnership that were prepared and furnished to us by management of the Partnership; Discussed with management of the Partnership their assessment of the past and current operations of the Partnership, the current financial condition of the Partnership, the prospects of the Partnership, the historical financial and operating data of the Partnership, and the LMRK Financial Projections (including management’s views of the risks and uncertainties of achieving such projections); Reviewed the reported prices and the historical trading activity of the Common Units; Reviewed publicly available research analyst estimates for the Partnership’s future financial performance on a standalone basis; Performed a discounted cash flow analysis for the Partnership based on forecasts and other data provided by management of the Partnership; Performed a discounted distribution analysis on the Partnership based on forecasts and other data prepared and furnished to us by management of the Partnership; Compared the financial performance of the Partnership and its stock market trading multiples with those of certain other publicly traded partnerships and companies that we deemed relevant; Reviewed the financial metrics of certain historical transactions that we deemed relevant and compared them to the forecasts and other data provided by management of the Partnership; Reviewed the premiums paid in certain historical transactions that we deemed relevant and compared such premiums to those implied by the proposed Merger; Reviewed the financial terms and conditions included in a draft of the Transaction Agreement, dated August 20, 2021; and Performed such other analyses and examinations, held such other discussions, reviewed such other information and considered such other factors that we deemed appropriate for the purposes of providing the opinion contained herein. Evercore Evaluation Process 6


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LMRK Situation Analysis


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LMRK Situation Analysis LMRK, headquartered in El Segundo, California, acquires, owns and manages a wide portfolio of real property interests and client-essential infrastructure assets that it leases to wireless communication, information technology, outdoor advertising and renewable power companies As of December 31, 2020, LMRK’s portfolio consisted of approximately 1,980 assets across 1,487 locations in the U.S., Australia and Canada, generating a diversified revenue stream while allowing for multiple tenants within sub-industries LMRK leases cell-tower infrastructure and underlying property interests to wireless carriers and tower companies, comprising ~43% of total revenue1 Vertex / FlexGrid “smart-poles” transmit 5G/4G broadband for multiple carriers and provide LED lighting, security camera, public Wi-Fi and power-grid backup solutions, with some also supporting EV charging capabilities for future implementation The Partnership leases property interests for data center infrastructure to information technology companies, outdoor billboards and interactive digital kiosks to advertising companies and renewable energy infrastructure to power companies Benefits from triple-net lease arrangements on long-term lease contracts with annual escalators, i.e., property-level expenses including tax borne by tenant Source: Public filings, LMRK management 2020A revenue As of December 31, 2020 Overview of LMRK Company Overview ($ in thousands) Revenue by Segment Tenant Locations and Occupancy2 7


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Summary Market Data LMRK Situation Analysis General Partner Incentive Distribution Rights Source: FactSet as of August 20, 2021, Public filings ($ in millions, except per unit amounts) Balance Sheet and Credit Data 8


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LMRK Situation Analysis Common Unit Price and Distribution Decreased distribution ex-distribution date of May 1, 2020 Source: FactSet as of August 20, 2021 9


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LMRK Situation Analysis Wall Street Research Estimates Source: FactSet as of August 20, 2021, LMRK management Analyst price targets from latest available reports: Raymond James (8/4/21), B Riley (8/4/21), Wells Fargo Securities (7/2/21) and RBC Capital Markets (8/12/21) Common Unit price as of August 20, 2021 Distribution per unit estimates unavailable for Raymond James ($ in millions, except per unit amounts) Premium / (Discount) to Current 8.2% 1.13% 13.0% 4.7% Current Analyst Price Targets1 Current Unit Price: $14.16 2 AFFO per Unit Cash Distribution per Unit3 EBITDA May 17, 2021: Digital Colony Announcement LTM Broker Price Targets 10


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LMRK Situation Analysis Unitholder Overview Source: FactSet as of August 20, 2021, Public filings 11


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LMRK Situation Analysis Source: LMRK management Assumptions for the LMRK Financial Projections Evercore reviewed standalone financial projections for LMRK as provided by LMRK management The LMRK Financial Projections include EBITDA, interest, taxes, growth capital expenditures and financing assumptions as provided by LMRK management LMRK management confirmed that the Data Center Securitization will still be issued in August 2021. The Data Center Securitization has been added back to the LMRK Financial Projections Indicated pricing has increased from 2.50% to 3.00% Growth capital expenditures financed with LMRK revolving credit facility No common equity or preferred equity issuances throughout the projection period Assumes an annual distribution of $0.80 per unit throughout the projection period 12


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LMRK Financial Projections – Summary Cash Flows LMRK Situation Analysis ($ in millions, except per unit amounts) Source: LMRK management 13


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LMRK Financial Projections – Sources & Uses LMRK Situation Analysis ($ in millions) Source: LMRK management 14


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Valuation of the Common Units


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Valuation of the Common Units Valuation Methodologies Methodology Description Metrics / Assumptions DCF Analysis Values the Common Units based on the concepts of the time value of money Utilizing the LMRK Financial Projections, as previously reviewed herein, Evercore: Utilized varying WACC discount rates and applied various perpetuity growth rates to derive after-tax valuation ranges for a Common Unit Calculated terminal values based on a range of multiples of EBITDA derived from precedent transactions as well as assumed perpetuity growth rates Discounted the projected cash flows to the assumed September 30, 2021 effective date Effective partnership tax rate of 29.6% Tax depreciation based on immediate expensing of capital expenditures and a full step-up in tax basis WACC based on the Capital Asset Pricing Model (“CAPM”) for MLPs and REITS with assets comparable to those owned by LMRK For the terminal value, tax depreciation assumed to be equal to maintenance capital expenditures EBITDA exit multiple of 13.0x to 17.0x and a perpetuity growth rate of 2.0% to 3.0% Discounted Distribution Analysis Values the Common Units based on the present value of the future cash distribution to Partnership Unaffiliated Common Unitholders Projected distributions based on the LMRK Financial Projections and discounted projected cash flows to the assumed September 30, 2021 effective date Terminal yield range of 6.0% to 7.5% based on the distribution yield at which LMRK has traded since the first ex-distribution date following distribution cut in 2020 Cost of equity of 12.5% to 14.5% based on the CAPM and 10.5% to 12.5% based on total expected market return for comparable MLPs and REITs Precedent M&A Transactions Valuation based on multiples of enterprise value / relevant EBITDA for similar assets to those owned by LMRK Based on multiples of enterprise value to EBITDA for real estate assets similar to those owned by LMRK Peer Group Trading Analysis Valuation based on multiples of enterprise value / relevant EBITDA for publicly traded entities with assets similar to those owned by LMRK Based on multiples of enterprise value to EBITDA for MLPs and REITS with assets similar to those owned by LMRK Reference Only Premiums Paid in MLP Mergers Values Common Units based on historical premiums paid in selected relevant cash MLP acquisitions Median 1-Day, 30-Day and 60-Day premiums paid applied to relevant equity prices Evercore utilized the following analytical approaches and methodologies in its valuation of the Common Units with an effective date of September 30, 2021 Source: LMRK management 15


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Valuation of the Common Units Valuation Summary For Reference 16


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DCF Analysis – LMRK Financial Projections Valuation of the Common Units Source: LMRK management 2021E tax DD&A assumes 100.0% bonus depreciation calculated as the midpoint of the enterprise value range plus 2021E capital expenditures; 2022E and 2023E tax DD&A assumes 100.0% bonus depreciation on capital expenditures; bonus depreciation phase-down on growth capital expenditures in 2024E (80.0%), 2025E (60.0%) and 2026E (40.0%) Assumes 29.6% tax rate ($ in millions, except per unit amounts) EBITDA Exit Multiple Sensitivity Analysis Perpetuity Growth Rate Sensitivity Analysis 17


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Valuation of the Common Units Discounted Distributions Analysis – LMRK Financial Projections Based on the distribution yield at which LMRK has traded since the first ex-distribution date following distribution cut in 2020 (May 15, 2020 distribution payable date) 18


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Selected Precedent M&A ($ in millions) Valuation of the Common Units Data Center Transactions 19


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Selected Precedent M&A ($ in millions) Valuation of the Common Units Communication and Carrier Towers Transactions 20


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Selected Precedent M&A ($ in millions) Valuation of the Common Units Wind Energy Infrastructure Transactions 21


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Selected Precedent M&A ($ in millions) Valuation of the Common Units Outdoor Advertising Transactions 22


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Precedent M&A Transaction Analysis – LMRK Financial Projections Summary Results ($ in millions, except per unit amounts) Valuation of the Common Units 23


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Peer Group Trading Source: FactSet, Public filings, Wall Street Research ($ in millions, except per share / unit amounts) Valuation of the Common Units 24


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Peer Group Trading Analysis – LMRK Financial Projections ($ in millions, except per unit amounts) Valuation of the Common Units Summary Results 25


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Valuation of the Common Units Premiums Paid in MLP Acquisitions Source: Bloomberg, FactSet, Public filings VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares / units on the last trading day prior to announcement plus any cash received, by the 30-, 60- or 90-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement WMB / WPZ VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of WMB’s shares on the last trading day prior to announcement by the 30-, 60- or 90-trading day VWAP of the WPZ as calculated from March 15, 2018, or after the FERC announcement of MLP income tax recovery disallowance For Reference Only 26


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Valuation of the Common Units Premiums Paid Analysis Source: FactSet, Bloomberg Note: Based on unaffected date of May 14, 2021 Summary Results – All Transactions Summary Results – Cash Transactions For Reference Only 27


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Appendix


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Weighted Average Cost of Capital Analysis


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Weighted Average Cost of Capital Analysis Capital Asset Pricing Model 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes partnership tax rate of 29.6% and corporate tax rate of 0.0% 3. 20-year Treasury as of August 20, 2021 4. Source: Duff & Phelps 5. Decile: Micro Cap (9) with equity value range of $190.0 million to $451.8 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on median of peer group long-term senior notes yield-to-worst as of August 19, 2021 ($ in millions, except per share / unit amounts) 28


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Weighted Average Cost of Capital Analysis Expected Market Return Source: FactSet, Public filings ($ in millions, except per share / unit amounts) 29

EX-99.(f)(2)

Exhibit (f)(2)

Delaware Revised Uniform Limited Partnership Act

Delaware Code Title 6 § 17-212: A partnership agreement or an agreement of merger or consolidation or a plan of merger or a plan of division may provide that contractual appraisal rights with respect to a partnership interest or another interest in a limited partnership shall be available for any class or group or series of partners or partnership interests in connection with any amendment of a partnership agreement, any merger or consolidation in which the limited partnership or a registered series of the limited partnership is a constituent party to the merger or consolidation, any division of the limited partnership, any conversion of the limited partnership to another business form, any conversion of a protected series of the limited partnership to a registered series of such limited partnership, any conversion of a registered series of the limited partnership to a protected series of such limited partnership, any transfer to or domestication or continuance in any jurisdiction by the limited partnership, or the sale of all or substantially all of the limited partnership’s assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such appraisal rights.