Landmark Dividend, LLC entered into a definitive agreement to acquire remaining 86.8% interest in Landmark Infrastructure Partners LP (NasdaqGM:LMRK) for approximately $370 million on August 21, 2021. Under the terms of the agreement, Landmark public unitholders will receive $16.50 in cash for each common unit owned while each issued and outstanding Series A Preferred Unit, Series B Preferred Unit and each issued and outstanding Series C Preferred Unit will be converted into the right to receive $25 plus the amount of any accumulated and unpaid distributions per Preferred Unit in cash without any interest. The transaction will be funded through an equity commitment of $510 million and a revolving credit facility commitment of $500 million provided by Digital Colony Partners II, LP. In case of termination, Landmark Infrastructure is obligated to pay Landmark Dividend a termination fee of $7.3 million and Landmark Dividend will be obligated to pay a fee of $18.25 million.

The transaction is subject to customary closing conditions and approval by the holders of a majority of Landmark's outstanding common units, regulatory approvals including expiry or termination of any applicable waiting periods and others. The agreement was reviewed and unanimously approved by the full Board of Directors of Landmark Infrastructure Partners GP LLC, as the general partner of Landmark Infrastructure Partners LP. A committee of the Board of Directors of the Landmark Infrastructure Partners GP LLC was established to serve as a conflicts committee to review the transaction. The board recommends that the unitholders vote “FOR” the approval of the transaction. As of October 26, 2021, the shareholders meeting of Landmark Infrastructure Partners LP shall be held on December 9, 2021. Landmark Infrastructure Partners LP Unitholders Approve Acquisition by Landmark Dividend LLC. The transaction is targeted to close in the fourth quarter of 2021. The approved transaction is expected to close by year-end 2021. TAP Advisors LLC and RBC Capital Markets are acting as financial advisors and David Lieberman and Christopher May of Simpson Thacher & Bartlett LLP and William Finnegan IV of Latham & Watkins, LLP are acting as legal advisors to Landmark Dividend. Evercore Group L.L.C. is acting as exclusive financial advisor and provided fairness opinion to the Conflicts Committee of Landmark Infrastructure Partners and Hillary H. Holmes and Tull Florey of Gibson, Dunn & Crutcher LLP is acting as legal advisors to the Conflicts Committee of Landmark Infrastructure Partners. Truist Securities Inc. is acting as left lead arranger and joint bookrunner, and Citizens Bank N.A., RBC Capital Markets and TD Securities (USA) LLC are acting as joint lead arrangers and joint bookrunners for the debt financing. Okapi Partners LLC acted as proxy solicitor and information agent to Landmark Infrastructure Partners LP and will receive a fee of $0.36 million for its services. Evercore will receive a fee of $2.5 million for its services, of which $0.25 million became payable upon the execution of its engagement, $1.25 million became payable upon delivery of its opinion, and $1 million will become payable upon successful completion of the merger.

Landmark Dividend, LLC completed the acquisition of remaining 86.8% stake in Landmark Infrastructure Partners LP (NasdaqGM:LMRK) on December 22, 2021. Mark Young of Hunton Andrews Kurth acted as legal advisor to financial advisor.