LANDMARK INFRASTRUCTURE PARTNERS LP Item 8.01 Other Events.
Supplement to Definitive Proxy Statement
This is a supplement to the Definitive Proxy Statement on Schedule 14A filed byLandmark Infrastructure Partners LP , aDelaware limited partnership (the "Partnership"), together with its general partner,Landmark Infrastructure Partners GP LLC , aDelaware limited liability company (the "Partnership GP"), and its subsidiariesLandmark Infrastructure REIT LLC , aDelaware limited liability company ("REIT LLC "), andLandmark Infrastructure Inc. , aDelaware corporation ("REIT Subsidiary", and together with the Partnership, thePartnership GP and REIT LLC , the "Partnership Parties") with theSecurities and Exchange Commission (the "SEC") onOctober 25, 2021 (the "Definitive Proxy Statement") that was mailed to unitholders in connection with the solicitation of proxies for use at a special meeting of Partnership unitholders scheduled to be held onDecember 9, 2021 . OnAugust 21, 2021 ,Landmark Infrastructure Partners LP (the "Partnership"), together with its general partner,Landmark Infrastructure Partners GP LLC (the "Partnership GP"), and its subsidiariesLandmark Infrastructure REIT LLC ("REIT LLC "), andLandmark Infrastructure Inc. ("REIT Subsidiary", and together with the Partnership, thePartnership GP and REIT LLC , the "Partnership Parties"), entered into a definitive Transaction Agreement (the "Transaction Agreement") withLM DV Infrastructure, LLC ("LM DV Infra"),LM Infra Acquisition Company, LLC ("LM Infra"),Digital LD MergerCo LLC ("Merger Sub"),Digital LD MergerCo II LLC ("Merger Sub II", and together with LM DV Infra, LM Infra and Merger Sub, the "Buyer Parties"), and, solely for purposes set forth therein,Landmark Dividend LLC ("Landmark Dividend"). The Definitive Proxy Statement is amended and supplemented by, and should be read as part of, and in conjunction with, the information set forth in this Current Report on Form 8-K. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings ascribed to those terms in the Definitive Proxy Statement. The Partnership believes the Definitive Proxy Statement contains all material information required to be disclosed. However, to furnish further information to unitholders, we are providing certain additional disclosures ("Supplemental Disclosures") in this supplement to the Definitive Proxy Statement.
The following underlined language is added to the fourth full paragraph on page 16 of the Definitive Proxy Statement concerning Background of the Transactions:
Prior to entering into the PSA withDigitalBridge , Landmark Dividend entered into customary non-disclosure agreements (some of which included so-called "Don't Ask, Don't Waive" provisions) with 39 potential acquirers of Landmark Dividend, pursuant to which such counterparties agreed to customary standstill provisions restricting their ability to purchase units of the Partnership.
The following underlined language is added to the fifth full paragraph on page 19 of the Definitive Proxy Statement concerning Background of the Transactions:
OnAugust 5, 2021 ,Gibson Dunn had several calls with Simpson about the Melody Proposal, the Sponsor Proposal and the Counterproposal. Simpson reported thatDigitalBridge and the Partnership GP, exercising the GP's discretionary rights under the Partnership Agreement, did not plan to engage with Melody with respect to the Melody Proposal. Simpson confirmed that the Board had not authorized the Conflicts Committee to engage with Melody.Gibson Dunn requested, on behalf of the Conflicts Committee, for the Board to delegate authority to the Conflicts Committee so that the Conflicts Committee would be authorized to review, consider and evaluate transactions or proposals that may be proposed or presented to the Board by third parties unaffiliated withDigitalBridge , including with respect to the Melody Proposal. Simpson, on behalf ofDigitalBridge and the Partnership GP and per the Partnership Agreement, rejected the request and indicated the request would not be reconsidered asDigitalBridge was not interested in selling the Partnership or its assets to any third party. Simpson, on behalf ofDigitalBridge , inquired whether anything had changed with respect to the Conflicts Committee's -------------------------------------------------------------------------------- Counterproposal and whether the Conflicts Committee would engage in negotiations of transaction documents ifDigitalBridge proposed a revised price per Common Unit of at least$16.00 .Gibson Dunn requested that the Partnership GP provide the Conflicts Committee with any valuation materials that might be provided by Melody. No valuation materials were provided by Melody. Evercore also had calls with TAP with respect to the Melody Proposal, the Sponsor Proposal and the Counterproposal. The following underlined language is added to the second full paragraph on page 29 of the Definitive Proxy Statement concerning Unaudited Financial Projections of the Partnership: In developing the financial projections for the years 2021 through 2026, the Partnership made numerous material assumptions with respect to its business for the periods covered by the projections. The Partnership developed a management case (referred to as the "Management Case" or, alternatively, the "LMRK Financial Projections") of financial projections, and the Management Case assumptions included, but were not limited to, the following: • the timing, construction and start-up of growth projects of the Partnership, as well as the annual expenditures and costs to the Partnership associated with such projects; • the amount and timing of distributions to the Unitholders by the Partnership; • the amounts and nature of future capital expenditures;
• the amounts and timing of tenant churn on existing portfolio assets;
• the sources of funding for future growth projects, including the
structure, terms, amount, and timing of debt financings;
• the expiration of the cap on the Partnership's agreement for thePartnership GP to reimburse the Partnership for a portion of its general
and administrative expenses on November 19, 2021 ;
• the amount and timing of reimbursements paid by the Partnership to thePartnership GP for costs and expenses it incurs for services provided to
the Partnership;
• the amounts of revenue and expenses per budget; and
• other general business, market, industry, and interest rate assumptions.
The following underlined language is added to the fourth full paragraph on page 49 of the Definitive Proxy Statement concerning Interests of Certain Persons in the Transactions:
Each of the executive officers of Partnership GP were and are expected to continue to serve as executive officers of the Partnership GP following the Transactions. Post-transaction employment was not discussed during negotiations with the Conflicts Committee.
The disclosure appearing in the table on page 36 of the Definitive Proxy Statement concerning Precedent M&A Transaction Analysis is hereby amended and supplemented by the following:
Transaction Date Transaction Relevant
Industry Announced Acquiror / Target (Seller) Value ($mm) Multiple
Target
EV/EBITDA
Data Center 6/7/21 The Blackstone Group Inc. / 28 data 10,000
centers across North America and Europe
("QTS", QTS Realty Trust) 29.7x
5/3/21 Switch, Inc. / 4 data centers in Austin 420
and Houston ("Data Foundry", Data Foundry,
Inc.) 19.0x
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9/29/20 DataBank / 44 data centers across the United 1,215
States and Europe ("zColo", Zayo Group Holdings,
Inc.) 13.5x
7/7/20 Colony Capital, Inc. / Stake in 12 North 1,200
American data centers comprising 150MW of IT
capacity (Vantage Data Centers) 21.0x
6/1/20 Equinix, Inc. / 13 data center sites comprising 780
~2 million gross square feet of data center
space ("Bell", BCE Inc.) 15.0x
10/29/19 Digital Realty Trust Inc. / 54 data centers 8,750
across 11 European countries ("InterXion",
InterXion Holding N.V.) 29.0x
12/21/17 CyrusOne Inc. / 4 data centers in London and 442
Frankfurt ("Zenium", Zenium Topco Ltd.) 18.0x
Target
EV/TCF
2/3/21 SBA Communications Corporation / License 973
agreements granting 100-year rights to lease
700+ transmission towers to wireless providers
(PG&E Corporation) 24.6x
Communication 11/5/20 American Tower Corporation / InSite Wireless 3,500
and Carrier Group, LLC 30.4x
Towers 8/11/20 Vertical Bridge Holdings, LLC / Cumulus Media 213
New Holdings Inc. 14.3x
7/7/20 Melody Communications Infrastructure Fund II 220
(Melody Investment Advisors LP) / 90% of Uniti
Group Inc. 34.0x
Target
EV/EBITDA
4/19/21 Next Era Energy Partners, LP / 4 long-term 733
contracted wind energy assets located in
Wind Energy California and New Hampshire (Brookfield
Infrastructure Renewable Partners L.P.) 11.6x
4/8/21 Atlantica Sustainable Infrastructure / 4 wind 197
energy assets located in Illinois, Texas, Oregon
and Minnesota ("Vento II", OMERS Infrastructure) 5.9x
Target
EV/EBITDA
Outdoor 12/5/18 Lamar Advertising Company / Fairway Outdoor 419
Advertising Advertising billboard operations (GTCR, LLC) 11.6x
The disclosure appearing in the table beginning on page 37 of the Definitive
Proxy Statement concerning Peer Group Trading Analysis is hereby amended and
supplemented by the following:
Enterprise Enterprise
Price Equity Enterprise Value / Value /
Master Limited Partnerships 8/20/21 ($/share) Value ($mm)
Value ($mm) 2021 EBITDA 2022
7.83 1,021 1,479 3.2x 3.5x
Calumet Specialty Products
Partners, L.P. 6.18 511 1,761 13.7x 6.7x
Cheniere Energy Partners, L.P. 41.14 20,319 36,830 12.6x 11.5x
CSI Compressco LP 1.20 58 709 7.7x 6.5x
CVR Partners, LP 53.96 576 1,174 NM NM
Cypress Environmental Partners ,
L.P. 1.32 16 116 NM NM
Enviva Partners, LP 53.58 2,412 3,122 11.9x 9.6x
Green Plains Partners LP 12.78 304 354 6.8x 6.8x
Martin Midstream Partners L.P. 3.12 124 641 6.5x 6.3x
NGL Energy Partners LP 1.45 188 4,527 8.7x 7.8x
Suburban Propane Partners, L.P. 15.14 966 2,097 7.5x 7.4x
USA Compression Partners, LP 14.51 1,408 3,814 9.5x 8.8x
Westlake Chemical Partners LP 25.42 895 1,259 11.2x 12.0x
-------------------------------------------------------------------------------- Real Estate Investment Trusts Agree Realty Corporation 74.67 5,171 6,537 23.6x 18.8x CorEnergy Infrastructure Trust, Inc. 4.25 63 514 13.3x 11.0x CoreSite Realty Corporation 146.67 7,243 8,998 26.0x 24.1x Crown Castle International Corp. 198.05 85,993 104,989 27.7x 26.2x CyrusOne, Inc. 76.18 9,467 12,670 21.9x 20.0x DigitalBridge 6.80 3,988 12,121 36.1x 32.2x Essential Properties Trust 30.74 3,668 4,571 24.7x 19.6x Hannon Armstrong 57.08 5,052 6,732 69.1x 61.0x Lamar Advertising Company 109.34 11,063 13,818 17.5x 16.4x OUTFRONT Media Inc. 23.57 4,081 6,668 23.5x 15.2x SBA Communications Corp. 362.16 40,511
52,550 32.8x 30.9x
The disclosure appearing in the table beginning on page 38 of the Definitive Proxy Statement concerning Premiums Paid Analysis is hereby amended and supplemented by the following:
Premium
Date
Announced Acquiror (s) / Target Consideration 1-Day 30-Day 60-Day
3/5/21 Chevron Corporation / Noble Midstream Partners LP Stock-for-Unit 16.7 % 23.5 % 33.6 %
12/15/20 TC Energy Corporation / TC PipeLines, LP Stock-for-Unit 19.5 % 10.0 % 3.6 %
7/27/20 CNX Resources Corporation / CNX Midstream Partners Stock-for-Unit 28.1 % 16.1 % 16.9 %
2/27/20 Equitrans Midstream Corporation / EQM Midstream Partners, LP Stock-for-Unit (1.5 %) (11.2 %) (16.8 %)
12/17/19 Blackstone Infrastructure Partners / Tallgrass Energy LP Cash-for-Unit 56.4 % 22.7 % 13.4 %
10/1/19 Brookfield Business Partners L.P. / Teekay Offshore Partners L.P. Cash-for-Unit 28.1 % 9.8 % 20.6 %
9/16/19 Energy Transfer LP / SemGroup Corporation Cash/Unit-for-Share 65.4 % 80.2 % 62.1 %
8/21/19 Pembina Pipeline Corporation / Kinder Morgan Canada Limited Share-for-Share 37.7 % 32.5 % 30.3 %
5/10/19 IFM Investors / Buckeye Partners, L.P. Cash-for-Unit 27.5 % 22.9 % 23.9 %
4/2/19 UGI Corporation / AmeriGas Partners, L.P. Cash/Stock-for-Unit 13.5 % 22.0 % 20.2 % 3/18/19 ArcLight Energy Partners Fund V, L.P. / American Midstream, LP Cash-for-Unit 31.3 % 32.0 % 32.1 % 2/5/19 SunCoke Energy, Inc. / SunCoke Energy Partners, L.P. Stock-for-Unit 9.3 % 31.2 % 26.5 %
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Stock-for-Unit 3.9 % N/A N/A
Unit-for-Unit 7.6 % 13.8 % 9.3 %
10/22/18 EnLink Midstream, LLC /EnLink Midstream Partners, LP
Unit-for-Unit 1.1 % (0.6 %) 1.5 %
10/18/18 Valero Energy Corporation /Valero Energy Partners LP
Cash-for-Unit 6.0 % 11.9 % 10/9 %
10/9/18 Antero Midstream GP LP /Antero Midstream Partners LP
Cash/Stock-for-Unit 63.7 % 6.6 % 7.3 %
8/1/18 Energy Transfer Equity, L.P. / Energy Transfer Partners, L.P. Unit-for-Unit 11.2 % 19.2 % 22.3 %
6/19/18 Cheniere Energy, Inc. / Cheniere Energy Partners LP Holdings, LLC Stock-for-Unit 6.6 % 8.2 % 7.7 %
5/17/18 The Williams Companies, Inc. / Williams Partners L.P. Stock-for-Unit 13.6 % 5.8 % 1.0 %
5/17/18 Enbridge Inc. / Enbridge Energy Partners, L.P. Stock-for-Unit 13.9 % 15.9 % 10.4 %
5/17/18 Enbridge Inc. / Spectra Energy Partners, LP Stock-for-Unit 20.8 % 18.7 % 13.7 %
3/26/18 Tallgrass Energy GP, LP / Tallgrass Energy Partners, L.P. Stock-for-Unit 0.1 % N/A N/A
2/8/18 Nustar Energy L.P. / Nustar GP Holdings, LLC Unit-for-Unit 1.7 % 0.3 % 8.5 %
1/2/18 Archrock, Inc. / Archrock Partners, L.P. Stock-for-Unit 23.4 % 27.7 % 21.6 %
6/2/17 World Point Terminals, Inc. / World Point Terminals, LP Cash-for-Unit 5.8 % 3.4 % 3.2 %
5/18/17 Energy Transfer Partners, LP / PennTex Midstream Partners, LP Cash-for-Unit 20.1 % 19.9 % 22.6 %
3/2/17 VTTI B.V. / VTTI Energy Partners LP Cash-for-Unit 6.0 % 6.6 % 14.2 %
2/1/17 ONEOK, Inc. / ONEOK Partners, L.P. Stock-for-Unit 25.8 % 22.4 % 26.2 %
1/27/17 Enbridge Energy Co, Inc. / Midcoast Energy Partners, L.P. Cash-for-Unit (8.6 %) 5.4 % 11.3 %
Cash-for-Unit / Stock Only
Transactions
1-Day 30-Day 60-Day
Median 20.1 % 9.8 % 13.4 %
Mean 22.6 % 13.6 % 15.3 %
Max 63.7 % 32.0 % 32.1 %
Min (8.6 %) 3.4 % 3.2 %
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All Transactions
1-Day 30-Day 60-Day
Median 13.5 % 14.9 % 13.5 %
Mean 17.8 % 16.2 % 15.5 %
Max 65.4 % 80.2 % 62.1 %
Min (8.6 %) (11.2 %) (16.8 %)
Based on the relevant median premiums, Evercore calculated implied equity value
per unit ranges of: (i) $13.53 to $14.13 for all transactions and (ii) $13.36 to
$14.32 for cash transactions.
Certain Litigation
The below disclosure supplements the Definitive Proxy Statement by replacing Certain Litigation it in its entirety:
As described in the Definitive Proxy Statement on Schedule 14A filed byLandmark Infrastructure Partners LP , aDelaware limited partnership (the "Partnership"), together with its general partner,Landmark Infrastructure Partners GP LLC , aDelaware limited liability company (the "Partnership GP"), and its subsidiariesLandmark Infrastructure REIT LLC , aDelaware limited liability company ("REIT LLC "), andLandmark Infrastructure Inc. , aDelaware corporation ("REIT Subsidiary", and together with the Partnership, thePartnership GP and REIT LLC , the "Partnership Parties") with theSecurities and Exchange Commission (the "SEC") onOctober 25, 2021 (the "Definitive Proxy Statement"), Unitholders have filed lawsuits against the Partnership and each of the Partnership GP's directors under the federal securities laws in theUnited States District Court for the Southern District of New York , theUnited States District Court for the District of New Jersey , theUnited States District Court for the District of Delaware , theUnited States District Court for the Eastern District of Pennsylvania , and theUnited States District Court for the Central District of California challenging the accuracy of the disclosures made in connection with the Transactions. OnSeptember 13, 2021 , a unitholder action was filed in theUnited States District Court, Southern District ofNew York , against the Partnership and each of the Partnership GP's directors, captioned O'Dell v.Landmark Infrastructure LP , et al., Case No. 1:21-cv-07635 (theO'Dell Action "). OnSeptember 15, 2021 , a unitholder action was filed in theUnited States District Court, Southern District ofNew York , against the Partnership and each of the Partnership GP's directors, captioned Whitfield v.Landmark Infrastructure Partners LP , et al., Case No. 1:21-cv-07731 (the "Whitfield Action"). OnSeptember 24, 2021 , a unitholder action was filed in theUnited States District Court, Southern District ofNew York , against the Partnership and each of the Partnership GP's directors, captioned Robinson v.Landmark Infrastructure Partners LP , et al., Case No. 1:21-cv-07988 (the "Robinson Action"). OnOctober 1, 2021 , a unitholder action was filed in theUnited States District Court, Central District ofCalifornia , against the Partnership and each of the Partnership GP's directors as well as three of the Partnership GP's former directors individually (Matthew P. Carbone ,James F. Brown andEdmund G. Leung ), captioned Unger v.Landmark Infrastructure Partners LP , et al., Case No. 2:21-cv-07849 (the "Unger Action"). OnNovember 2, 2021 the unitholder in the Unger Complaint voluntarily dismissed his claims as to the Partnership GP's former directors individually (Matthew P. Carbone ,James F. Brown andEdmund G. Leung ). OnOctober 1, 2021 , a unitholder action was filed in theUnited States District Court , District ofNew Jersey , against the Partnership and each of the Partnership GP's directors, captioned Delancy v.Landmark Infrastructure Partners LP , et al., Case No. 2:21-cv-17971 (the "Delancy Action"). OnOctober 7, 2021 , a unitholder action was filed in theUnited States District Court, Southern District ofNew York , against the Partnership and each of the Partnership GP's directors, captioned Boulanger v.Landmark Infrastructure Partners LP , et al., Case No. 1:21-cv-08298 (the "Boulanger Action"). OnNovember 18, 2021 , a unitholder action was filed in theUnited States District Court, Central District ofCalifornia , against the Partnership and each of the Partnership GP's directors, captioned Coffman v.Landmark Infrastructure Partners LP , et al., Case No. 2:21-cv-09055 (the "Coffman Action"). OnNovember 18, 2021 , a unitholder action was filed in theUnited States District Court , District ofDelaware , against the Partnership and each of the Partnership GP's directors, captioned Jones v.Landmark Infrastructure Partners LP , et al., Case No. 1:21-cv-01628 -------------------------------------------------------------------------------- (the "Jones Action"). OnNovember 19, 2021 , a unitholder action was filed in theUnited States District Court, Southern District ofNew York , against the Partnership and each of the Partnership GP's directors, captioned Finger v.Landmark Infrastructure Partners LP , et al., Case No. 1:21-cv-09612 (the "Finger Action"). OnNovember 19, 2021 , a unitholder action was filed in theUnited States District Court, Eastern District ofPennsylvania , against the Partnership and each of the Partnership GP's directors, captioned Hopkins v.Landmark Infrastructure Partners LP , et al., Case No. 2:21-cv-05128 (the "Hopkins Action" and collectively with the O'Dell Action,Whitfield Action ,Robinson Action ,Unger Action ,Delancy Action ,Boulanger Action ,Coffman Action , theJones Action, and the Finger Action, the "Unitholder Actions"). Each of the Unitholder Actions allege violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder based on various alleged omissions of material information for the Partnership'sSeptember 10, 2021 andOctober 6, 2021 preliminary proxy statements andOctober 26, 2021 Definitive Proxy Statement filed in connection with the Transactions. All ten Unitholder Actions seek damages, expert and attorneys' fees, and to enjoin the Unitholders vote required to consummate the proposed Transactions unless and until the defendants disclose the allegedly omitted material information. The Boulanger Action, the Coffman Action, the Delancy Action, the Finger Action, theHopkins Action, the Jones Action, the O'Dell Action, and the Whitfield Action, also seek a rescission of the proposed Transactions to the extent already consummated, or an award of rescissory damages. Each of the Partnership and the Partnership GP believes that the Actions are without merit and, along with the individual defendants, intends to defend against the Actions; however, neither the Partnership nor Partnership GP can predict the amount of time and expense that will be required to resolve the Actions or their outcomes. Additional lawsuits arising out of or related to the proposed Transactions may also be filed in the future.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other forward-looking information. You can identify forward-looking statements by words such as "anticipate," "believe," "estimate," "expect," "forecast," "project," "could," "may," "should," "would," "will" or other similar expressions that convey the uncertainty of future events or outcomes. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. These statements are often based upon various assumptions, many of which are based, in turn, upon further assumptions, including examination of historical operating trends made by the management of the Partnership. Although the Partnership believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies, which are difficult or impossible to predict and are beyond its control, the Partnership cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in the Partnership's filings with theU.S. Securities and Exchange Commission (the "Commission"), including the Partnership's annual report on Form 10-K for the year endedDecember 31, 2020 and Current Report on Form 8-K filed with the . . .
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