LANDMARK INFRASTRUCTURE PARTNERS LP : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

LMRK

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on November 15, 2018, the Partnership, Landmark Infrastructure Operating Company LLC ("Operating LLC"), REIT Subsidiary and Landmark Infrastructure Asset OpCo II LLC ("Asset OpCo II," and collectively with Operating LLC and REIT Subsidiary, the "Borrowers") entered into that Third Amended and Restated Credit Agreement (the "A&R Credit Agreement), with SunTrust Bank as Administrative Agent, SunTrust Robinson Humphrey, Inc., as Joint Lead Arranger and Joint Bookrunner, Citizens Financial Group, Inc., as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent, Royal Bank of Canada as Joint Bookrunner and Co-Syndication Agent, and a syndicate of lenders (the "Lenders"). On December 22, 2021, the Borrowers repaid all outstanding amounts owed under the A&R Credit Agreement and the parties thereto terminated the A&R Credit Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

At the effective time of the First Partnership Merger on December 22, 2021 (the "First Partnership Merger Effective Time"), (a) each issued and outstanding Common Unit (as defined in the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of April 2, 2018 (the "Partnership Agreement")), other than those Common Units owned by Landmark Dividend or its affiliates (such Common Units, the "Landmark Dividend Common Units"), was converted into the right to receive $16.50 per Common Unit in cash without any interest thereon (the "Partnership Unaffiliated Unitholders Consideration"); (b) each issued and outstanding Series A Preferred Unit (as defined in the Partnership Agreement) was converted into the right to receive $25.00 plus the amount of any accumulated and unpaid distributions per Series A Preferred Unit in cash without any interest thereon; (c) each issued and outstanding Series B Preferred Unit (as defined in the Partnership Agreement) was converted into the right to receive $25.00 plus the amount of any accumulated and unpaid distributions per Series B Preferred Unit in cash without any interest thereon and (d) each issued and outstanding Series C Preferred Unit (as defined in the Partnership Agreement) was converted into the right to receive the greater of (1) $25.00 plus the amount of any accumulated and unpaid distributions per Series C Preferred Unit to, but not including, the date of the First Partnership Merger Effective Time plus the amount of any distributions that would have accrued from the date

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of the First Partnership Merger Effective Time to, but not including, the fiftieth (50th) Business Day following the First Partnership Merger Effective Time and (2) the sum of (i) the product of (x) the Alternative Conversion Amount (as defined in the Partnership Agreement) multiplied by (y) Partnership Unaffiliated Unitholders Consideration plus (ii) the amount of any accumulated and unpaid distributions for all prior Series C Distribution Periods (as defined in the Partnership Agreement) ending on or prior to the twentieth (20th) Business Day following the First Partnership Merger Effective Time, per Series C Preferred Unit in cash without any interest thereon.

The foregoing description of the Transaction Agreement and the Transactions does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transaction Agreement, which was filed as Exhibit 2.1 to the Partnership's Current Report on Form 8-K filed on August 24, 2021, and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

To the extent applicable, the information included under Item 2.01 above is incorporated into this Item 3.01 by reference.

In connection with the completion of the Transactions, the Partnership notified Nasdaq Global Market (the "Nasdaq") on December 22, 2021 that the transaction had closed and requested that the Nasdaq (i) suspend trading of the Common Units, 8.0% Series A Cumulative Redeemable Preferred Units, 7.9% Series B Cumulative Redeemable Preferred Units, and Series C Floating-to-Fixed Rate Cumulative Redeemable Perpetual Convertible Preferred Units of the Partnership on the Nasdaq, (ii) withdraw the Common Units, 8.0% Series A Cumulative Redeemable Preferred Units, 7.9% Series B Cumulative Redeemable Preferred Units, and Series C Floating-to-Fixed Rate Cumulative Redeemable Perpetual Convertible Preferred Units of the Partnership from listing on the Nasdaq and (iii) file with the Securities and Exchange Commission (the "SEC") a notification on Form 25 to delist the Common Units, 8.0% Series A Cumulative Redeemable Preferred Units, 7.9% Series B Cumulative Redeemable Preferred Units, and Series C Floating-to-Fixed Rate Cumulative Redeemable Perpetual Convertible Preferred Units of the Partnership from the Nasdaq and deregister the Common Units, 8.0% Series A Cumulative Redeemable Preferred Units, 7.9% Series B Cumulative Redeemable Preferred Units, and Series C Floating-to-Fixed Rate Cumulative Redeemable Perpetual Convertible Preferred Units of the Partnership under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). As a result, the Common Units, 8.0% Series A Cumulative Redeemable Preferred Units, 7.9% Series B Cumulative Redeemable Preferred Units, and Series C Floating-to-Fixed Rate Cumulative Redeemable Perpetual Convertible Preferred Units of the Partnership will no longer be listed on the Nasdaq.

Additionally, the Partnership intends to file with the SEC a certification and notice on Form 15 under the Exchange Act requesting the deregistration of the Common Units of the Partnership under Section 12(g) of the Exchange Act and the suspension of the Partnership's reporting obligations under Section 15(d) of the Exchange Act as promptly as practicable.

Item 3.03 Material Modification to Rights of Security Holders.

To the extent applicable, the information included under Item 2.01 above is incorporated into this Item 3.03 by reference. The Partnership's 2014 Long-Term Incentive Plan (the "LTIP") has been terminated and the equity awards at the First Partnership Effective Time (as defined in the Transaction Agreement) will be treated pursuant to Section 3.3(a) and (b) of the Transaction Agreement.

Item 5.01 Change in Control of Registrant

To the extent applicable, the information included under Item 2.01 above is incorporated into this Item 5.01 by reference.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements to Certain Officers.

In connection with the Transactions, the board of directors adopted resolutions to terminate the LTIP, effective as of the First Partnership Effective Time (as defined in the Transaction Agreement), and for the treatment of equity awards to be treated pursuant to Section 3.3 of the Transaction Agreement.

Effective as of December 22, 2021, Thomas Carey White III, Gerald A. Tywoniuk and Keith Benson, independent directors of the Board of Directors of the Partnership GP (the "Independent Directors"), resigned as directors from the GP Board. The resignation from the GP Board of the Independent Directors was not the result of any dispute or disagreement with the Partnership or the Partnership GP on any matter relating to the Partnership's or the Partnership GP's operations, policies or practices.

Item 9.01. Financial Statements and Exhibits.

* The schedules to this Exhibit have been omitted pursuant to Item 601(b)(2) of

Regulation S-K and will be provided to the Securities and Exchange Commission

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