Item 1.01 Entry into a Material Definitive Agreement.
On May 3, 2019, 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”), Landmark Infrastructure Inc., a Delaware corporation (the “Corporation”), and Landmark Infrastructure Operating Company LLC, a Delaware limited liability company (“Operating LLC,” and together with the Partnership, the General Partner and the Corporation, the “Partnership Parties”) entered into anAt-the- Market Issuance Sales Agreement (the “Common Units ATM Agreement”) with B. Riley FBR Inc. as sales agent (the “Agent”). Pursuant to the terms of the Common Units ATM Agreement, the Partnership may sell from time to time through the Agent the Partnership’s common units representing limited partner interests in the Partnership having an aggregate offering price of up to $50,000,000 (the “Common Units”).
Also on May 3, 2019, the Partnership Parties entered into anAt-the-Market Issuance Sales Agreement (the “Preferred Units ATM Agreement” and, together with the Common Units ATM Agreement, the “ATM Agreements”) with the Agent. Pursuant to the terms of the Preferred Units ATM Agreement, the Partnership may sell from time to time through the Agent the Partnership’s 8.00% Series A 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” and, together with the Common Units, the “ATM Units”).
Sales of the ATM Units, if any, will be made by any method permitted by law deemed to be an “at the market” offering, including ordinary brokers’ transactions through the facilities of the NASDAQ Global Market, 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 ATM Units pursuant to the applicable ATM Agreement, the Partnership will provide a placement notice to the Agent containing the parameters in accordance with which ATM Units are to be sold, including, but not limited to, the number of ATM Units and the time period during which such sales are requested to be made, subject to the terms and conditions of the applicable ATM Agreement. Preferred Units may not be sold for less than $25.00 per unit in accordance with the Preferred Units ATM Agreement.
The Partnership intends to use the net proceeds from any sales pursuant to the applicable 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 ATM Units will be issued pursuant to the Partnership’s existing effective shelf registration statement on FormS-3 (FileNo. 333-216190), which was declared effective by the Securities and Exchange Commission on March 27, 2017, and the applicable prospectus supplement thereto.
The ATM Agreements contain 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 Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each ATM Agreement, which are filed herewith as Exhibits 1.1 and 1.2 and incorporated by reference herein. Legal opinions relating to the Common Units are filed herewith as Exhibits 5.1 and 8.1, and legal opinions relating to the Preferred Units are filed herewith as Exhibits 5.2 and 8.2.
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.
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