Equity | 11. 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, 2019 25,353,140 1,722,041 2,544,793 1,988,700 Conversion of Series C Preferred Units 7,810 — — (6,000 ) Issuance under ATM Programs 109,724 64,734 84,139 — Unit-based compensation 7,368 — — — Balance as of September 30, 2020 25,478,042 1,786,775 2,628,932 1,982,700 Balance as of December 31, 2020 25,478,042 1,788,843 2,628,932 1,982,700 Unit-based compensation 10,950 — — — Balance as of September 30, 2021 25,488,992 1,788,843 2,628,932 1,982,700 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 nine months ended September 30, 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 Preferred Units On March 30, 2017, the Partnership established a Series B Preferred Unit at-the-market offering program (the “2017 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 2017 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 the nine months ended September 30, 2020 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 nine months ended September 30, 2020 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. During the nine months ended September 30, 2020, the Partnership issued 41,447 Series A Preferred Units under the 2020 Series A ATM Program, generating proceeds of approximately $1.0 million before issuance costs. No On February 28, 2020, the Partnership replaced the 2017 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 nine months ended September 30, 2021 and 2020, respectively 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, holders 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 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. During the nine months ended September 30, 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 September 30, 2020 October 23, 2020 November 13, 2020 $ 0.2000 $ 5,096 December 31, 2020 January 22, 2021 February 12, 2021 0.2000 5,098 March 31, 2021 April 23, 2021 May 14, 2021 0.2000 5,098 June 30, 2021 July 23, 2021 August 13, 2021 0.2000 5,098 September 30, 2021 October 22, 2021 November 12, 2021 0.2000 5,098 Series A Preferred Units September 30, 2020 September 18, 2020 October 15, 2020 $ 0.5000 $ 893 December 31, 2020 December 22, 2020 January 15, 2021 0.5000 894 March 31, 2021 March 19, 2021 April 15, 2021 0.5000 894 June 30, 2021 June 18, 2021 July 15, 2021 0.5000 894 September 30, 2021 September 20, 2021 October 15, 2021 0.5000 894 Series B Preferred Units September 30, 2020 October 22, 2020 November 16, 2020 $ 0.4938 $ 1,298 December 31, 2020 January 21, 2021 February 16, 2021 0.4938 1,298 March 31, 2021 April 22, 2021 May 17, 2021 0.4938 1,298 June 30, 2021 July 22, 2021 August 16, 2021 0.4938 1,298 September 30, 2021 October 21, 2021 November 15, 2021 0.4938 1,298 Series C Preferred Units September 30, 2020 October 22, 2020 November 16, 2020 $ 0.4375 $ 867 December 31, 2020 January 21, 2021 February 16, 2021 0.4375 867 March 31, 2021 April 22, 2021 May 17, 2021 0.4375 867 June 30, 2021 July 22, 2021 August 16, 2021 0.4375 867 September 30, 2021 October 21, 2021 November 15, 2021 0.4375 867 |