Equity | 9. Equity The table below summarizes changes in the number of units outstanding for the nine months ended September 30, 2017 and 2016 (in units): Series A Series B Common Subordinated Preferred Preferred Balance as of December 31, 2015 11,820,144 3,135,109 — — Issuance of Common Units 3,592,430 — — — Issuance of Preferred Units — — 800,000 1,840,000 ATM Programs 405,156 — 63,657 — Unit Exchange Program 110,678 — — — Unit-based compensation 9,840 — — — Balance as of September 30, 2016 15,938,248 3,135,109 863,657 1,840,000 Balance as of December 31, 2016 19,450,555 3,135,109 863,957 1,840,000 Issuance of units to Fund G - April 28, 2017 221,729 — — — ATM Programs — — 562,504 528,927 Unit Exchange Program 70,481 — — — Unit-based compensation 6,798 — — — Balance as of September 30, 2017 19,749,563 3,135,109 1,426,461 2,368,927 On December 3, 2015, the Partnership filed a universal shelf registration statement on Form S-3 with the SEC. The shelf registration statement was declared effective by the SEC on December 30, 2015 and permits us to issue and sell common and preferred units, from time to time, representing limited partner interests in us and debt securities up to an aggregate amount of $250.0 million. Additionally, on February 23, 2017, the Partnership filed a universal shelf registration statement on Form S-3 with the SEC. The shelf registration statement was declared effective by the SEC on March 27, 2017 and permits us to issue and sell common and preferred units, from time to time, representing limited partner interests in us and debt securities up to an aggregate amount of $750.0 million. Common Units On February 16, 2016, the Partnership established a Common Unit at-the-market offering program (the “Common Unit ATM Program”) pursuant to which we may sell, from time to time, Common Units having an aggregate offering price of up to $50.0 million pursuant to our previously filed and effective registration statement on Form S-3. The net proceeds from sales under the Common Unit ATM Program will be used for general partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions. No Common Units were issued under the Common Unit ATM Program during the nine months ended September 30, 2017. During the nine months ended September 30, 2016, the Partnership issued 405,156 Common Units under the Common Unit ATM Program generating proceeds of approximately $6.9 million before issuance costs. On February 16, 2016, the Partnership filed a shelf registration statement on Form S-4 with the SEC. The shelf registration statement was declared effective on March 10, 2016 and permits us to offer and issue, from time to time, an aggregate of up to 5,000,000 Common Units in connection with the acquisition by us or our subsidiaries of other businesses, assets or securities. During the nine months ended September 30, 2017 and 2016, under the Unit Exchange Program, we completed an acquisition of five and four tenant sites in exchange for 70,481 and 110,678 Common Units, valued at approximately $1.1 million and $1.7 million, respectively. On October 19, 2016, the Partnership completed a public offering of 3,450,000 Common Units, which includes the full exercise of the underwriters’ option to purchase 450,000 Common Units, at a price to the public of $16.30 per Common Unit, or $15.53 per Common Unit net of the underwriters’ discount. We received net proceeds of $53.3 million after deducting the underwriters’ discount and offering expenses paid by us of $2.9 million. The net proceeds from the offering were used to repay a portion of the borrowings under our revolving credit facility. In connection with the Fund G drop-down acquisition, the Partnership entered into a contractual obligation to acquire two tenant sites and related real property interests. Upon completion of the acquisitions, the Partnership issued 221,729 Common Units to Fund G on April 28, 2017, as described in Note 3, Acquisitions Subordinated Units Our Partnership Agreement provides that, during the subordination period, the Common Units have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.2875 per Common Unit, which amount is defined in our Partnership Agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the Common Units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. These units are deemed “subordinated” because for a period of time, referred to as the subordination period, the subordinated units are not entitled to receive any distributions until the Common Units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution on the Common Units from prior quarters. Furthermore, no arrearages will accrue or be payable on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that, during the subordination period, there will be available cash to be distributed on the Common Units. Preferred Units On April 4, 2016, the Partnership completed a public offering of $20.0 million of 8.0% Series A Cumulative Redeemable Perpetual Preferred Units (“Series A Preferred Units”), representing limited partner interests in the Partnership, at a price of $25.00 per unit. We received net proceeds of approximately $18.4 million after deducting underwriters’ discounts and offering expenses paid by us of $1.6 million. We used all net proceeds to repay a portion of the borrowings under our revolving credit facility. Distributions on the Series A Preferred Units are cumulative from the date of original issuance and will be payable quarterly in arrears on the 15th day of January, April, July and October of each year, when, as and if declared by the board of directors of our General Partner. Distributions on the Series A Preferred Units will accumulate at a rate of 8.0% per annum per $25.00 stated liquidation preference per Series A Preferred Unit. In connection with the closing of the Series A Preferred Unit offering, on April 4, 2016, the Partnership executed the Second Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP for the purpose of updating the form of Partnership Agreement and defining the preferences, rights, powers and duties of holders of Series A Preferred Units. On June 24, 2016, the Partnership established a Series A Preferred Unit at-the-market offering program (the “Series A Preferred Unit ATM Program”) pursuant to which we may sell, from time to time, Series A Preferred Units having an aggregate offering price of up to $40.0 million pursuant to our previously filed and effective registration statement on Form S-3. The net proceeds from sales under the Series A Preferred Unit ATM Program will be used for general Partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions. During the nine months ended September 30, 2017, the Partnership issued 562,504 Series A Preferred Units under our Series A Preferred Unit ATM Program, generating proceeds of approximately $14.1 million before issuance costs. During the nine months ended September 30, 2016, the Partnership issued 63,657 Series A Preferred Units under our Series A Preferred Unit ATM Program, generating proceeds of approximately $1.6 million before issuance costs. On August 8, 2016, the Partnership completed a public offering of $46.0 million of 7.9% Series B Cumulative Redeemable Perpetual Preferred Units, at a price of $25.00 per unit, representing limited partner interests in the Partnership (“Series B Preferred Units” and together with the Series A Preferred Units “Preferred Units”). The Partnership issued 1,840,000 Series B Preferred Units, which included the full exercise of the underwriters’ option to purchase an additional 240,000 Series B Preferred Units. We received net proceeds of approximately $44.3 million after deducting underwriters’ discounts and offering expenses paid by us of $1.5 million. We used all net proceeds to repay a portion of the borrowings under our revolving credit facility. Distributions on the Series B Preferred Units are cumulative from the date of the original issuance and will be payable quarterly in arrears on the 15th day of February, May, August and November of each year, when, as and if declared by the board of directors of our General Partner. Distributions on the Series B Preferred Units will accumulate at a rate of 7.9% per annum per $25.00 stated liquidation preference per Series B Preferred Unit. The Series B Preferred Units will rank on parity to our Series A Preferred Units with respect to distributions and distributions upon a liquidation event. In connection with the closing of the Series B Preferred Unit offering, on August 8, 2016, the Partnership executed the Third Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP (the “Partnership Agreement”) for the purpose of updating the form of Partnership Agreement and defining the preferences, rights, powers and duties of holders of Series B Preferred Units. The Preferred Units represent perpetual equity interests in us, and they have no maturity or mandatory redemption date and will remain outstanding indefinitely unless redeemed by the Partnership or converted into Common Units in connection with a change in control, as described in the Partnership Agreement. On March 30, 2017, the Partnership established a Series B Preferred Unit at-the-market offering program (the “Series B Preferred Unit ATM Program” and together with the Series A Preferred Unit ATM Program and Common Unit ATM Program the “ATM Programs”) pursuant to which we may sell, from time to time, Series B Preferred Units having an aggregate offering price of up to $50.0 million pursuant to our previously filed and effective registration statement on Form S-3. The net proceeds from sales under the Series B Preferred Unit ATM Program will be used for general Partnership purposes, which may include, among other things, the repayment of indebtedness and to potentially fund future acquisitions. During the nine months ended September 30, 2017, the Partnership issued 528,927 Series B Preferred Units under our Series B Preferred Unit ATM Program, generating proceeds of approximately $13.3 million before issuance costs. No Series B Preferred Units were issued under our Series B Preferred Unit ATM Program during the nine months ended September 30, 2016. Distributions The table below summarizes the quarterly distributions related to our quarterly financial results: Total Distribution Distribution Quarter Ended Declaration Date Distribution Date Per Unit (in thousands) Common and Subordinated Units March 31, 2016 April 20, 2016 May 13, 2016 $ 0.3300 $ 4,954 June 30, 2016 July 27, 2016 August 15, 2016 0.3325 5,089 September 30, 2016 October 26, 2016 November 15, 2016 0.3375 7,628 December 31, 2016 January 25, 2017 February 15, 2017 0.3500 7,985 March 31, 2017 April 20, 2017 May 15, 2017 0.3525 8,133 June 30, 2017 July 19, 2017 August 14, 2017 0.3550 8,222 September 30, 2017 October 18, 2017 November 14, 2017 0.3575 8,303 Series A Preferred Units June 30, 2016 June 16, 2016 July 15, 2016 $ 0.5611 $ 449 September 30, 2016 September 22, 2016 October 17, 2016 0.5000 432 December 31, 2016 December 16, 2016 January 17, 2017 0.5000 432 March 31, 2017 March 16, 2017 April 17, 2017 0.5000 432 June 30, 2017 June 22, 2017 July 17, 2017 0.5000 555 September 30, 2017 September 21, 2017 October 16, 2017 0.5000 713 Series B Preferred Units September 30, 2016 October 20, 2016 November 15, 2016 $ 0.5322 $ 979 December 31, 2016 January 20, 2017 February 15, 2017 0.4938 909 March 31, 2017 April 20, 2017 May 15, 2017 0.4938 934 June 30, 2017 July 19, 2017 August 15, 2017 0.4938 990 September 30, 2017 October 18, 2017 November 15, 2017 0.4938 1,203 |