UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 30, 2017
Landmark Infrastructure Partners LP
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36735 | | 61-1742322 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
2141 Rosecrans Avenue, Suite 2100
El Segundo, CA 90245
(Address of principal executive office) (Zip Code)
(310) 598-3173
(Registrants’ telephone number, including area code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 30, 2017, Landmark Infrastructure Partners LP, a Delaware limited partnership (the “Partnership”), Landmark Infrastructure Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and Landmark Infrastructure Operating Company LLC, a Delaware limited liability company (together with the Partnership and the General Partner, the “Partnership Parties”), entered into anAt-the-Market Issuance Sales Agreement (the “ATM Agreement”) with FBR Capital Markets & Co. as sales agent (the “Agent”). Pursuant to the terms of the ATM Agreement, the Partnership may sell from time to time through the Agent the Partnership’s 7.90% Series B Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership having an aggregate offering price of up to $50,000,000 (the “Preferred Units”). Sales of the Preferred Units, if any, will be made by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, including ordinary brokers’ transactions through the facilities of The NASDAQ Global Market at market prices, to or through a market maker, or directly on or through an electronic communication network, a “dark pool” or any similar market venue, at market prices, in block transactions or as otherwise agreed upon by the Partnership and the Agent.
In connection with each sale of the Preferred Units pursuant to the ATM Agreement, the Partnership will provide a placement notice to the Agent containing the parameters in accordance with which Preferred Units are to be sold, including, but not limited to, the number of Preferred Units and the time period during which such sales are requested to be made, subject to the terms and conditions of the ATM Agreement. Preferred Units may not be sold for less than $25.00 per unit in accordance with the ATM Agreement.
The Partnership intends to use the net proceeds from any sales pursuant to the ATM Agreement, after deducting the sales agent’s commissions and the Partnership’s offering expenses, for general partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions.
The Preferred Units will be issued pursuant to the Partnership’s existing effective shelf registration statement on FormS-3 (File No. 333-216190), which was declared effective by the Securities and Exchange Commission on March 27, 2017, and a prospectus supplement thereto.
The ATM Agreement contains customary representations, warranties and agreements by the Partnership Parties, indemnification obligations of the Partnership Parties and the Agent, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The foregoing description of the ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. Legal opinions relating to the Preferred Units are filed herewith as Exhibits 5.1 and 8.1.
The Agent and certain of its affiliates have from time to time performed, and may in the future perform, various financial advisory and commercial and investment banking services for the Partnership and its affiliates, for which they have received and in the future will receive customary compensation and expense reimbursement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit Number | | Description |
| |
| 1.1 | | At-the-Market Issuance Sales Agreement, dated as of March 30, 2017, by and among Landmark Infrastructure Partners LP, Landmark Infrastructure Partners GP LLC and Landmark Infrastructure Operating Company LLC and FBR Capital Markets & Co.. |
| |
| 5.1 | | Opinion of Latham & Watkins LLP as to the legality of the offered Preferred Units. |
| |
| 8.1 | | Opinion of Latham & Watkins LLP regarding tax matters. |
| |
| 23.1 | | Consent of Latham & Watkins LLP (included in its opinions filed as Exhibits 5.1 and 8.1). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | |
| | Landmark Infrastructure Partners LP |
| | |
| | By: | | Landmark Infrastructure Partners GP LLC, |
| | | | its general partner |
| | |
| Dated: March 30, 2017 | | By: | | /s/ George P. Doyle |
| | | | Name: | | George P. Doyle |
| | | | Title: | | Chief Financial Officer and Treasurer |
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EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
| 1.1 | | At-the-Market Issuance Sales Agreement, dated as of March 30, 2017, by and among Landmark Infrastructure Partners LP, Landmark Infrastructure Partners GP LLC and Landmark Infrastructure Operating Company LLC and FBR Capital Markets & Co.. |
| |
| 5.1 | | Opinion of Latham & Watkins LLP as to the legality of the offered Preferred Units. |
| |
| 8.1 | | Opinion of Latham & Watkins LLP regarding tax matters. |
| |
| 23.1 | | Consent of Latham & Watkins LLP (included in its opinions filed as Exhibits 5.1 and 8.1). |
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