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Landmark Infrastructure Partners, Ser C Float/Fix Cumul Red Perp Preferred Units
Ticker Symbol: LMRKN*     CUSIP: 51508J405     Exchange: NGM
Security Type:   Traditional Preferred Stock
* NOTE: This security is no longer trading as of 12/27/2021

Security has been Called for:  Wednesday, December 22, 2021

From a SEC filing filed Decmember 22, 2021 -- Transaction Statement relates to the Transaction Agreement, dated as of August 21, 2021 (as amended, the “Transaction Agreement”), by and among the Partnership, the Partnership GP, REIT LLC, REIT Subsidiary, Landmark Dividend, LM Infra, LM DV Infra, Merger Sub and Merger Sub II. Under the terms of the Transaction Agreement, at the effective time of the First Partnership Merger (the “First Partnership Merger Effective Time”), (a) each issued and outstanding Common Unit, other than those Common Units owned by Landmark Dividend or its Affiliates (as defined below) (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 of the First Partnership Merger Effective Time to, but not including, the 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 20th Business Day following the First Partnership Merger Effective Time, per Series C Preferred Unit in cash without any interest thereon.

QUANTUMONLINE.COM SECURITY DESCRIPTION:  Landmark Infrastructure Partners LP, Series C Floating-to-Fixed Rate Cumulative Perpetual Redeemable Convertible Preferred Units, liquidation preference $25 per unit, redeemable at the issuer's option on or after 5/20/2025 at $25 per unit plus accrued and unpaid dividends, and with no stated maturity. Cumulative distributions will be paid quarterly on 2/15, 5/15, 8/15 & 11/15 to holders of record on the record date that will be the first Business Day of the month of the Payment Date (NOTE: the ex-dividend date is one business day prior to the record date). Distributions for the Units will accrue from, and including the date of original issuance to, but excluding, 5/15/2025, at an annual rate equal to the greater of (i) 7.00% per annum and (ii) the sum of (a) the three-month LIBOR and (b) 4.698% per annum, based on the $25.00 liquidation preference per Unit. On and after 5/15/2025, distributions on the Units will be 9.00% per annum of the $25.000 liquidation preference per Unit (equal to $2.25 per Unit per annum). On 5/15/2025, on 5/15/2028 (the ten-year anniversary date), and on each subsequent five-year anniversary date after the ten-year anniversary date (each such date, a designated redemption date), each holder of Units shall have the right (a redemption right) to require the issuer to redeem any or all of the Units held by such holder equal to the liquidation preference of $25.00 per Unit, plus all accrued and unpaid distributions (see prospectus for further information). In the event the issuer does not redeem the Units on the designated redemption date (the target redemption date) of holders properly electing to redeem such Units (whether in cash or by delivery of our common units, or a combination of cash and our common units), then the issuer will increase the per annum distribution rate on all outstanding Units by an additional 3.00% per annum, to 12.00%, accruing daily from the target redemption date until the put redemption price, plus all unpaid distributions accrued, whether or not declared, thereon, are paid in full in respect of all such Units. Holders of Units may at any time convert some or all of their Units initially at a conversion rate of 1.3017 common units per Unit (which is equivalent to an initial conversion price of approximately $19.21 per common unit), In the event of a fundamental change holders of Units will have the right to convert some or all of their Units into the greater of a number of common units plus the make-whole premium. If holders of Units choose not to exercise the special conversion right in connection with a fundamental change the issuer will have the option to redeem Units within 90 days after the last day of the related fundamental change conversion period for cash at a price of $25.00 per Unit, plus accrued and unpaid distributions (see prospectus for further information). Holders of the Preferred Units will receive specific tax information from the company, including a Schedule K-1 which generally would be expected to provide a single income item equal to the preferred return (see page S-79 of the prospectus for details). This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of dividends and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.
Stock
Exchange
Cpn Rate
Ann Amt
LiqPref
CallPrice
Call Date
Matur Date
Moodys/S&P
Dated
Distribution Dates 15%
Tax Rate
NGM
Chart
FixFloat
n.a.
$25.00
$25.00
Called for
12/22/2021

None
NF NF
11/20/2020
2/15, 5/15, 8/15 & 11/15
Click for MW ExDiv Date
Click for Yahoo ExDiv Date
No

Go to Parent Company's Record (LMRK*)

IPO - 3/28/2018 - 2.00 Million Units @ $25.00 /unit.    Link to IPO Prospectus
Previous Ticker Symbol: LMMKP    Changed: 4/20/2018
Market Value $50.0 Million

Company's Online Information Links
HOME PAGE:     http://www.landmarkmlp.com
Company's Investor Relations Information Go to Investor Relations Information
Company's Online News Releases Go to News Releases
Online Company Profile Go to Online Profile

Company's Online SEC EDGAR Filings
Company's SEC EDGAR Filings Go to SEC Filings

Company's Email Address Links
Inv Rel Email Address ir@landmarkmlp.com
General Email Address info@landmarkmlp.com
Email Request Form on Website Go to Email Form

Address and Phone Numbers
Address:   2141 Rosecrans Avenue, Suite 2100, P.O. Box 3429, El Segundo, CA 90245
Main Phone Number 310-598-3173
Fax Number Not Available
Investor Relations   Marcelo Choi 213-788-4528
CEO - Arthur P. Brazy, Jr. CFO - George P. Doyle

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