UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Landmark Infrastructure Partners LP | ||||||
| By: | Landmark Infrastructure Partners GP LLC, its general partner | |||||
| Dated: December 9, 2021 | ||||||
| By: | /s/ George P. Doyle | |||||
| Name: George P. Doyle | ||||||
| Title: Chief Financial Officer and Treasurer | ||||||