UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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): May 11, 2015
Landmark Infrastructure Partners LP
(Exact name of registrant as specified in its charter)
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Delaware | | 001-36735 | | 61-1742322 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation or organization) | | File Number) | | 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 Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | |
☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On March 4, 2015, Landmark Infrastructure Operating Company LLC (“OpCo”), a wholly owned subsidiary of Landmark Infrastructure Partners LP (the “Partnership”), completed its acquisition of 81 tenant sites and related real property interests, consisting of wireless communication, outdoor advertising and renewable power sites, from Landmark Infrastructure Holding Company LLC (“HoldCo”), a wholly owned subsidiary of Landmark Dividend LLC (“Landmark”), in exchange for cash consideration of $25,205,000 (the “Transaction”). The Transaction is deemed to be between entities under common control, which, under applicable accounting guidelines, requires the assets and liabilities to be transferred at the historical cost of the parent of the entities, with prior periods retroactively adjusted to furnish comparative information. The difference between the cash consideration and the basis of Landmark was allocated to the General Partner through equity. Accordingly, the Partnership is providing financial statements and related notes with retroactive adjustments to include the results of operations and financial position of certain acquired assets on March 4, 2015 while under common control for all periods presented in the Partnership’s 2014 Form 10-K filed with the Securities and Exchange Commission on February 26, 2015 (the Partnership’s 2014 Form 10-K).
Included herein as Exhibit 99.3 are the audited consolidated and combined financial statements of the Partnership as of December 31, 2014 and 2013, and for the years ended December 31, 2014, 2013 and 2012. These audited consolidated and combined financial statements give retroactive effect to the Transaction. These audited consolidated and combined financial statements update Item 15 in the Partnership’s 2014 Form 10-K. Also included herein as Exhibit 99.1 is the Selected Financial Data, which is derived from the audited consolidated and combined financial statements, and updates Item 6 in the Partnership's 2014 Form 10-K. Included herein as Exhibit 99.2 is Management’s Discussion and Analysis of Financial Condition and Results of Operations, which relates to the audited consolidated and combined financial statements, and updates Item 7 in the Partnership’s 2014 Form 10-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | | |
Number | | Description |
| 23.1 | | Consent of Ernst & Young LLP. |
| 99.1 | | Selected Financial Data. |
| 99.2 | | Management Discussion and Analysis of Financial Condition and Results of Operations. |
| 99.3 | | Audited Consolidated Financial Statements of Landmark Infrastructure Partners LP. |
101.INS | | XBRL Instance Document. |
101.SCH | | XBRL Schema Document |
101.CAL | | XBRL Calculation Linkbase Document. |
101.LAB | | XBRL Labels Linkbase Document. |
101.PRE | | XBRL Presentation Linkbase Document. |
101.DEF | | XBRL Definition Linkbase Document. |
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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.
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| Landmark Infrastructure Partners LP |
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| By: | Landmark Infrastructure Partners GP LLC, its general partner |
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Dated: May 11, 2015 | By: | /s/ George P. Doyle |
| | Name: George P. Doyle |
| | Title: Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Exhibit | | |
Number | | Description |
| 23.1 | | Consent of Ernst & Young LLP. |
| 99.1 | | Selected Financial Data. |
| 99.2 | | Management Discussion and Analysis of Financial Condition and Results of Operations. |
| 99.3 | | Audited Consolidated Financial Statements of Landmark Infrastructure Partners LP. |
101.INS | | XBRL Instance Document. |
101.SCH | | XBRL Schema Document |
101.CAL | | XBRL Calculation Linkbase Document. |
101.LAB | | XBRL Labels Linkbase Document. |
101.PRE | | XBRL Presentation Linkbase Document. |
101.DEF | | XBRL Definition Linkbase Document. |
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