Equity | 10. Equity The table below summarizes changes in the number of units outstanding (in units): Mezzanine Equity - Series A Series B Series C Common Preferred Preferred Preferred Balance as of December 31, 2018 25,327,801 1,593,149 2,463,015 2,000,000 Unit-based compensation 10,631 — — — Balance as of March 31, 2019 25,338,432 1,593,149 2,463,015 2,000,000 Balance as of December 31, 2019 25,353,140 1,722,041 2,544,793 1,988,700 Issuance under ATM Programs 109,724 23,287 84,139 — Unit-based compensation 7,368 — — — Balance as of March 31, 2020 25,470,232 1,745,328 2,628,932 1,988,700 On December 4, 2019, 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 January 30, 2020 and permits us to issue and sell, from time to time, common and preferred units representing limited partner interests in us, and debt securities up to an aggregate amount of $750.0 million. Common Units On May 3, 2019, the Partnership established a Common Unit at-the-market offering program (the “2019 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 2019 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 three months ended March 31, 2020, 109,724 Common Units were issued under the 2019 Common Unit ATM Program generating proceeds of approximately $1.8 million before issuance costs. On February 28, 2020, the Partnership replaced the 2019 Common Unit ATM Program and established a new Common Unit at-the-market offering program (the “2020 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 2020 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 2020 Common Unit ATM Program during the three months ended March 31, 2020. Preferred Units On March 30, 2017, the Partnership established a Series B Preferred Unit at-the-market offering program (the “Series B ATM Program”) 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 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 Series B Preferred Units under our Series B ATM Program On May 3, 2019, the Partnership established a Series A Preferred Unit at-the-market offering program (the “2019 Series A ATM Program”) pursuant to which we may sell, from time to time, Series A 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 2019 Series A 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 three months ended March 31, 2020, the Partnership issued 23,287 Series A Preferred Units under the 2019 Series A ATM Program, generating proceeds of approximately $0.6 million before issuance costs. On February 28, 2020, the Partnership replaced the 2019 Series A ATM Program and established a new Series A Preferred Unit at-the-market offering program (the “2020 Series A ATM Program”) pursuant to which we may sell, from time to time, Series A 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 2020 Series A 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 A Preferred Units were issued under the 2020 Series A ATM Program during the three months ended March 31, 2020. On February 28, 2020, the Partnership replaced the Series B ATM Program and established a new Series B Preferred Unit at-the-market offering program (the “2020 Series B ATM Program”) 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 2020 Series B 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 the 2020 Series B ATM Program during the three months ended March 31, 2020. The Common Units ATM programs, the Series A ATM programs and the Series B ATM programs described above are collectively referred to the “ATM Programs.” 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 “Amended 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. Issuance costs related to the Series C Preferred Units classified as mezzanine equity are initially recorded as a reduction of the units balances and accreted up to the redemption value. No Series C Preferred Units were converted during the three months ended March 31, 2020. 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 Units and IDRs March 31, 2019 (1) April 19, 2019 May 15, 2019 $ 0.3675 $ 9,312 June 30, 2019 (1) July 19, 2019 August 14, 2019 0.3675 9,312 September 30, 2019 (1) October 25, 2019 November 14, 2019 0.3675 9,317 December 31, 2019 (1) January 24, 2020 February 14, 2020 0.3675 9,360 March 31, 2020 April 21, 2020 May 15, 2020 0.2000 5,096 Series A Preferred Units March 31, 2019 March 21, 2019 April 15, 2019 $ 0.5000 $ 797 June 30, 2019 June 20, 2019 July 15, 2019 0.5000 828 September 30, 2019 September 20, 2019 October 15, 2019 0.5000 837 December 31, 2019 December 20, 2019 January 15, 2020 0.5000 861 March 31, 2020 March 20, 2020 April 15, 2020 0.5000 873 Series B Preferred Units March 31, 2019 April 19, 2019 May 15, 2019 $ 0.4938 $ 1,216 June 30, 2019 July 19, 2019 August 15, 2019 0.4938 1,257 September 30, 2019 October 22, 2019 November 15, 2019 0.4938 1,257 December 31, 2019 January 23, 2020 February 18, 2020 0.4938 1,298 March 31, 2020 April 20, 2020 May 15, 2020 0.4938 1,298 Series C Preferred Units March 31, 2019 April 19, 2019 May 15, 2019 $ 0.4614 $ 923 June 30, 2019 July 19, 2019 August 15, 2019 0.4510 902 September 30, 2019 October 22, 2019 November 15, 2019 0.4375 870 December 31, 2019 January 23, 2020 February 18, 2020 0.4375 870 March 31, 2020 April 20, 2020 May 15, 2020 0.4375 867 (1) The General Partner irrevocably waived its right to receive the incentive distribution and incentive allocations for the respective quarterly distribution. |