Exhibit 99.2
Digital Colony Acquisitions, LLC
750 Park of Commerce Dr., Suite 210
Boca Raton, FL 33487
June 2, 2021
Board of Directors
Landmark Infrastructure Partners GP LLC
400 N. Continental Blvd., Suite 500
El Segundo, CA 90245
| RE: | Proposal to Acquire Landmark Infrastructure Partners LP (“LMRK”) |
Dear Board of Directors:
As you are aware, an affiliate of Digital Colony Acquisitions, LLC (“DCA”, and together with its affiliates, “Digital Colony”) recently completed its acquisition of Landmark Dividend LLC and as a result now indirectly owns (i) 3,360,308 common units representing limited partner interests (the “Common Units”), representing a 13.2% limited partner interest in LMRK, (ii) 100% of the incentive distribution rights in LMRK and (iii) 100% of the non-economic general partner interest in LMRK through its subsidiary, Landmark Infrastructure Partners GP LLC, the general partner of LMRK (the “General Partner”).
DCA is pleased to submit this proposal (the “Proposal”) to acquire substantially all of the assets of LMRK. We expect that the transaction would be structured as an acquisition by a Digital Colony-controlled vehicle of subsidiaries and/or assets of Landmark Infrastructure Inc. (“LMRK REIT”) and Landmark Infrastructure REIT LLC (“REIT Subsidiary”), followed by the following mergers: (i) REIT Subsidiary would merge into LMRK REIT, with LMRK REIT surviving the merger, (ii) LMRK REIT would then merge into LMRK, with LMRK surviving the merger and (iii) LMRK would then merge with a Digital Colony-controlled vehicle (“MergerCo”), with MergerCo surviving the merger (the “Transaction”).
As a result of the Transaction, the holders of Common Units of LMRK (other than Digital Colony), would receive $13.00 per Common Unit in cash, which represents a premium of 11% to the volume weighted average price of the Common Units over the 6-months preceding May 17, 2021, the date on which we announced our intention to make a proposal.
We expect the definitive agreements for the Transaction would contain terms customary for a transaction of this type. In connection with the execution of definitive agreements, we would deliver an equity commitment letter from a fund affiliated with Digital Colony and debt commitment letters from lending institutions in amounts sufficient to fund the aggregate cash consideration to consummate the Transaction.
We have engaged TAP Advisors as our financial advisor and Simpson Thacher & Bartlett LLP as our legal advisor in connection with the Transaction.
We anticipate that the Board of Directors of the General Partner will delegate to a Conflicts Committee comprised entirely of directors satisfying the independence requirements of LMRK’s partnership agreement the authority to evaluate and, if it determines to, negotiate the Proposal.
