Equity | 10. Equity The table below summarizes changes in the number of units outstanding for the nine months ended September 30, 2018 and 2017 (in units): Mezzanine Equity - Series A Series B Series C Common Subordinated Preferred Preferred Preferred 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 — — — — Issuance under ATM Programs — — 562,504 528,927 — Issuance under 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 — Balance as of December 31, 2017 20,146,458 3,135,109 1,568,402 2,463,015 — Issuance of units to Fund H - January 18, 2018 1,506,421 — — — — Conversion of subordinated units 3,135,109 (3,135,109 ) — — — Issuance of Series C Preferred Units - April 2, 2018 — — — — 2,000,000 Issuance under ATM Programs 27,830 — 24,747 — — Issuance under Unit Exchange Program 446,416 — — — — Unit-based compensation 3,826 — — — — Balance as of September 30, 2018 25,266,060 — 1,593,149 2,463,015 2,000,000 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. During the nine months ended September 30, 2018, 27,830 Common Units were issued under the Common Unit ATM Program generating proceeds of approximately $0.5 million before issuance costs. No Common Units were issued under the Common Unit ATM Program during the nine months ended September 30, 2017. As of September 30, 2018, we have $38.4 million remaining available to be issued under the Common Unit ATM Program. 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, 2018 and 2017, under the Unit Exchange Program, we completed an acquisition of 24 and five tenant sites in exchange for 446,416 and 70,481 Common Units, valued at approximately $6.7 million and $1.1 million, respectively. As of September 30, 2018, we have 4,153,649 Common Units remaining available to be issued under the Unit Exchange Program. 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. The requirements under our Partnership Agreement for the conversion of all the subordinated units into common units were satisfied upon the payment of our quarterly cash distribution on February 14, 2018. Therefore, effective February 15, 2018, all of our subordinated units which are owned by Landmark, were converted on a one-for-one basis into common units. The conversion of subordinated units does not impact the amount of cash distributions or total number of outstanding units. 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, 2018 and 2017, the Partnership issued 24,747 and 562,504 Series A Preferred Units under our Series A Preferred Unit ATM Program, generating proceeds of approximately $0.6 million and $14.1 million before issuance costs, respectively. As of September 30, 2018, we have $20.1 million remaining available to be issued under the Series A Preferred Unit ATM Program. 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. No Series B Preferred Units were issued under our Series B Preferred Unit ATM Program during Mezzanine Equity On April 2, 2018, the Partnership completed a public offering of 2,000,000 Series C Floating-to-Fixed Rate Cumulative Perpetual Redeemable Convertible Preferred Units (“Series C Preferred Units” and together with the Series A Preferred Units and the “Preferred Units”), representing limited partner interest in the Partnership, at a price of $25.00 per unit. We received net proceeds of approximately $47.5 million after deducting underwriters’ discounts and offering expenses paid by us of $2.5 million. We used substantially all net proceeds to repay a portion of the borrowings under our revolving credit facility. In connection with the closing of the Series C Preferred Units offering, the Partnership executed the Fourth Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP (the “Partnership Agreement”) for the purpose of defining the preferences, rights, powers and duties of holders of the Series C Preferred Units. Distributions on the Series C Preferred Units are cumulative from the date of original issue 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. The initial distribution on the Series C Preferred Units was paid on May 15, 2018 in an amount equal to $0.2090 per unit. Distributions accruing from, and including, the date of original issuance and to, but excluding May 15, 2025 will accrue at an annual rate equal to the greater of (i) 7.00% per annum, and (ii) the sum of (a) three-month LIBOR as calculated on each applicable date of determination and (b) 4.698% per annum, based on the $25.00 liquidation preference per Series C Preferred Unit. Distributions accruing on and after May 15, 2025 will accrue at 9.00% per annum of the stated liquidation preference. Holders of Series C Preferred Units, at their option, may, at any time and from time to time, convert some or all of their Series C Preferred Units based on an initial conversion rate of 1.3017 common units per Series C Preferred Unit. In the event of a fundamental change, holder of the Series C Preferred Units, at their option, may convert some or all of their Series C Preferred Units into the greater of (i) a number of common units plus a make-whole premium and (ii) a number of common units equal to the lessor of (a) the liquidation preference divided by the market value of our common units on the effective date of such fundamental change and (b) 11.13 (subject to adjustments). On May 15, 2025, May 15, 2028, and each subsequent five-year anniversary date thereafter (each such date, a “designated redemption date”), each holder of Series C Preferred Units shall have the right (a “redemption right”) to require the Partnership to redeem any or all of the Series C Preferred Units held by such holder outstanding on such designated redemption date at a redemption price equal to the liquidation preference of $25.00, plus all accrued and unpaid distributions to, but not including, in each case out of funds legally available for such payment and to the extent not prohibited by law, the designated redemption date (the “put redemption price”). At our option we may pay the redemption in our common units or cash, subject to certain limitations. At any time on or after May 20, 2025, the Partnership shall have the option to redeem the Series C Preferred Units, in whole or in part, at a redemption price of $25.00 per Series C Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to the date of redemption, whether or not declared. The Partnership has classified the Series C Preferred Units as mezzanine equity in the accompanying consolidated balance sheets based upon the terms and conditions of the holder’s redemption option. The Partnership concluded that the Series C Preferred Units are not currently redeemable and are not probable of being redeemed by the holder for cash. If redemption becomes probable, the units will be recorded to redemption value. 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 and IDRs September 30, 2017 October 18, 2017 November 14, 2017 $ 0.3575 $ 8,303 December 31, 2017 January 24, 2018 February 14, 2018 0.3675 9,304 March 31, 2018 April 19, 2018 May 15, 2018 0.3675 9,384 June 30, 2018 July 19, 2018 August 14, 2018 0.3675 9,431 September 30, 2018 (1) October 26, 2018 November 14, 2018 0.3675 9,285 Series A Preferred Units September 30, 2017 September 21, 2017 October 16, 2017 $ 0.5000 $ 713 December 31, 2017 December 21, 2017 January 16, 2018 0.5000 784 March 31, 2018 March 23, 2018 April 16, 2018 0.5000 797 June 30, 2018 June 21, 2018 July 16, 2018 0.5000 797 September 30, 2018 September 20, 2018 October 15, 2018 0.5000 797 Series B Preferred Units September 30, 2017 October 18, 2017 November 15, 2017 $ 0.4938 $ 1,203 December 31, 2017 January 22, 2018 February 15, 2018 0.4938 1,216 March 31, 2018 April 19, 2018 May 15, 2018 0.4938 1,216 June 30, 2018 July 19, 2018 August 15, 2018 0.4938 1,216 September 30, 2018 October 22, 2018 November 15, 2018 0.4938 1,216 Series C Preferred Units June 30, 2018 (2) April 19, 2018 May 15, 2018 $ 0.2090 $ 418 June 30, 2018 July 19, 2018 August 15, 2018 0.4400 880 September 30, 2018 October 22, 2018 November 15, 2018 0.4382 876 (1) The General Partner irrevocably waived its right to receive the incentive distribution and incentive allocations related to the three months ended September 30, 2018 quarterly distribution. (2) The first distribution declared by the Partnership for the Series C Preferred Units was prorated for the 43-day period following the closing of the issuance on April 2, 2018. The distribution was paid on May 15, 2018 to unitholders of record as of May 1, 2018. |