Item 5.07 Submission of Matters to a Vote of Security Holders
On December 9, 2021, Landmark Infrastructure Partners LP, a Delaware limited
partnership (the "Partnership") held a Special Meeting of Unitholders (the
"Special Meeting"). Of the 25,488,992 common units representing limited partner
interests in the Partnership ("Common Units") as of October 25, 2021, the record
date for the Special Meeting, 16,646,403 Common Units were represented at the
Special Meeting (in person or by proxy), constituting 65.31% of the outstanding
Common Units entitled to vote and a quorum to conduct business at the Special
Meeting.
At the Special Meeting, holders of Common Units approved the Transaction
Agreement, dated as of August 21, 2021, by and among the Partnership, together
with its general partner, Landmark Infrastructure Partners GP LLC, a Delaware
limited liability company (the "Partnership GP"), and its subsidiaries Landmark
Infrastructure REIT LLC, a Delaware limited liability company ("REIT LLC"), and
Landmark Infrastructure Inc., a Delaware corporation ("REIT Subsidiary"), LM DV
Infrastructure, LLC, a Delaware limited liability company ("LM DV Infra"), LM
Infra Acquisition Company, LLC, a Delaware limited liability company ("LM
Infra"), Digital LD MergerCo LLC, a Delaware limited liability company ("Merger
Sub"), Digital LD MergerCo II LLC, a Delaware limited liability company, and,
solely for purposes set forth therein, Landmark Dividend LLC, a Delaware limited
liability company, and the transactions contemplated thereby, pursuant to which,
among other things, LM Infra will acquire all of the assets of the Partnership
through the following series of transactions: (a) LM DV Infra and its
subsidiaries will acquire subsidiaries of REIT Subsidiary and REIT LLC, (b) REIT
LLC will then merge with and into REIT Subsidiary, with REIT Subsidiary
surviving the merger, (c) REIT Subsidiary will then merge with and into the
Partnership, with the Partnership surviving the merger, (d) Merger Sub II will
then merge with and into the Partnership, with the Partnership surviving the
merger and (e) the Partnership will then merge with and into Merger Sub, with
Merger Sub surviving the merger.
The following are the final voting results on the proposals considered and voted
upon at the Special Meeting certified by the Inspector of Election, all of which
are described in the Company's definitive proxy statement filed with the
Securities and Exchange Commission on October 26, 2021.
Transactions Proposal: Approval of the Transaction Agreement:
For Against Abstain Broker Non-Votes
15,463,786 1,063,957 118,660 0
No other business properly came before the Special Meeting.
Item 8.01. Other Events.
On December 9, 2021, the Partnership issued a press release announcing the
results of the unitholder vote at the Special Meeting. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
99.1 Press Release, dated December 9, 2021, issued by Landmark
Infrastructure Partners LP
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document)
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