UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 21, 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)) |
Explanatory Note
As previously reported under Item 2.01 of the Current Report on Form 8-K of Landmark Infrastructure Partners LP (the “Partnership”), filed on September 21, 2015, the Partnership completed its acquisition of 65 tenant sites and related real property interests, consisting of wireless communication, outdoor advertising and renewable power generation sites, from an affiliate of Landmark Dividend LLC (“Landmark”), in exchange for cash consideration of $20.3 million (the “September 2015 Acquisition”). Additionally, as previously reported under Item 2.01 of the Current Report on Form 8-K of the Partnership, filed on November 19, 2015, the Partnership completed its acquisitions of 72 and 136 tenants sites and related real property interests consisting of wireless communication and outdoor advertising sites from affiliates of Landmark in exchange for (i) 847,260 and 1,266,317 common units representing limited partner interests in the Partnership valued at approximately $13.0 million and $19.5 million, respectively, and (ii) cash consideration of approximately $17.3 million and $25.0 million (the “Fund C Acquisition” and “Fund F Acquisition”, respectively, and together with the September 2015 Acquisition, the “Transactions”).
This Current Report on Form 8-K/A amends both the Form 8-K filed on September 21, 2015 and the Form 8-K filed on November 19, 2015 to file the financial information required by Items 9.01(a) and 9.01(b), as permitted by Items 9.01(a)(4) and 9.01(b)(2), respectively, of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. Substantially all tenant sites and real property interests acquired by the Partnership in connection with the Transactions are occupied by single tenants subject to lease agreements that are effectively triple net leases whereby the tenant or the property owner are responsible for all expenses associated with the property, and no single asset included in the Transactions represented 10% or more of the Partnership’s total assets as reflected on its latest balance sheet filed with the Securities and Exchange Commission (the “SEC”) prior to each acquisition. For those assets leased to single tenants that are subject to lease agreements that are effectively triple net leases, the Partnership believes that financial information about the tenants, or the parent company of which the tenant is a wholly owned subsidiary, is more relevant to investors than financial statements of the acquired tenant site. These tenants, or their parent companies, are public companies that provide publicly available financial statements in reports filed with the SEC at http://www.sec.gov. The information in the table below sets forth the portion of the Transactions purchase price attributable to assets with the tenants listed below and is provided to conform to Regulation S-X, Rule 3-14 aggregation rules:
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Tenant | | September 2015 Acquisition Purchase Price | | Fund C Acquisition Purchase Price | | Fund F Acquisition Purchase Price | Public Entity |
T‑Mobile | $ | 3,470,106 | $ | 7,617,645 | $ | 6,748,523 | T-Mobile US, Inc. |
AT&T Mobility | | 4,552,352 | | 7,795,325 | | 3,987,508 | AT&T Inc. |
Verizon | | 3,797,335 | | 4,512,623 | | 5,332,965 | Verizon Communications Inc. |
Sprint | | 4,919,871 | | 6,459,996 | | 3,794,271 | Sprint Corporation |
Crown Castle | | 3,737,549 | | 6,859,770 | | 4,056,150 | Crown Castle International Inc. |
(b) Pro forma financial information. The unaudited pro forma consolidated and combined financial statements of the Partnership as of and for the nine months ended September 30, 2015 and the year ended December 31, 2014 are filed herewith as Exhibit 99.1.
(d) Exhibits
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Exhibit | | |
Number | | Description |
99.1 | | Unaudited pro forma consolidated and combined financial statements for Landmark Infrastructure Partners LP. |
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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: December 2, 2015 | By: | /s/ George P. Doyle |
| | Name: George P. Doyle |
| | Title: Chief Financial Officer and Treasurer |
EXHIBIT INDEX
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Exhibit | | |
Number | | Description |
99.1 | | Unaudited pro forma consolidated and combined financial statements for Landmark Infrastructure Partners LP. |
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