In a complicated financial deal, Landmark Infrastructure Partners LP has agreed to be acquired by its parent company, Landmark Dividend LLC, for $16.50 a share.
The transaction marks the end of an elaborate, byzantine acquisition process. Landmark Dividend, Landmark Infrastructure’s parent company, was purchased by Digital Colony – since renamed DigitalBridge – in May. As part of that deal, Digital Colony planned to purchase the Landmark Infrastructure Partners subsidiary in a transaction that would have valued the company at around $972 million.
Meanwhile, both Melody Investment Advisors and Verde Investments tried to outbid Digital Colony with higher offers. Melody said its proposal was “financially superior,” offering $16.25 per Landmark common unit compared to Digital Colony’s $13.
The Landmark companies reached a definitive agreement on August 23, after lengthy negotiations between the Conflicts Committee of the Board of Directors of Landmark Infrastructure Partners GP (general partner) and the Landmark Infrastructure’s sponsor, Landmark Dividend.
Under the terms of the agreement, Landmark public unitholders will receive $16.50 in cash for each common unit owned, representing a premium of 38 percent to the Landmark Infrastructure’s unaffected unit price on May 14, 2021, the last business day prior to the announcement of Landmark Dividend’s proposed acquisition of Landmark Infrastructure for $13.00 per common unit.
The transaction is expected to close sometime in 2021, subject to customary closing conditions and approval by the holders of a majority of Landmark’s outstanding common units. Landmark Dividend reported that it is only considering the acquisition of Landmark Infrastructure.
In a prepared statement released on Monday, Landmark Dividend said that if “the proposed transaction is not consummated as expected, it will continue operating Landmark Infrastructure in its role as the General Partner.” Alluding to the Melody and Verde bids, Landmark Dividend also said in the statement that it is “not considering third-party offers for Landmark Infrastructure or its assets.”
Landmark Infrastructure Partners LP owns and manages a portfolio of real property interests and infrastructure assets that it leases to companies in the wireless communication, digital infrastructure, outdoor advertising and renewable power generation industries. Its assets include cellular towers, rooftop wireless sites, billboards and wind turbines.
Landmark Dividend LLC is a real estate and infrastructure acquisition and development company focusing on the digital infrastructure, wireless communications, outdoor advertising and renewable power generation industries. Landmark Dividend owns, among other things, 100 percent of the membership interests in Landmark Infrastructure Partners GP (the General Partner) and 13.2 percent of the common units representing limited partner interests in Landmark Infrastructure LP.
According to Landmark’s prepared statement, “The organization currently manages over 5,000 assets originated on behalf of Landmark, its active private investment vehicles and Landmark Infrastructure Partners LP (NASDAQ: LMRK). Landmark is a publicly-traded subsidiary of Landmark Dividend LLC established to acquire, own and manage a diversified, growing portfolio of real property interests and infrastructure assets.”
Mike Harrington is a contributing editor