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Landmark merger under investigation, shareholders called in to learn legal rights

Landmark Dividend is acquiring Landmark Infrastructure Partners and it landed itself in a legal merger investigation by global rights law firm Halper Sadeh LLP.

By João Marques Lima

Founder and Editor, The Tech Capital

4 Mins

August 25, 2021 | 12:00 AM BST

Landmark Dividend LLC (LD) said it will acquire its subsidiary Landmark Infrastructure Partners LP (NASDAQ: LMRK) after negotiations between the Conflicts Committee of the Board of Directors of Landmark Infrastructure Partners GP LLC (LIP) and LD green lighted the deal.

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% to the partnership’s unaffected unit price on May 14, 2021, the last business day prior to the announcement of LD’s proposed acquisition of Landmark for $13.00 per common unit.

“The agreement between Landmark and LD reflects one of the highest premiums ever paid in a transaction where a GP purchases its MLP,” Landmark Infrastructure Partners said in a statement.

However, the transaction sparked an investigation by global investor rights law firm Halper Sadeh LLP into whether the sale for $16.50 in cash per common unit is fair to Landmark shareholders.

In a statement, Halper Sadeh LLP said: “The investigation concerns whether Landmark and its board of directors violated the federal securities laws and/or breached their fiduciary duties to shareholders by failing to, among other things: (1) obtain the best possible consideration for Landmark shareholders; (2) determine whether LD is underpaying for Landmark; and (3) disclose all material information necessary for Landmark shareholders to adequately assess and value the merger consideration.

“On behalf of Landmark shareholders, Halper Sadeh LLP may seek increased consideration for shareholders, additional disclosures and information concerning the proposed transaction, or other relief and benefits.”

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Landmark shareholders are being encouraged to get in touch with the law firm to learn more about their legal rights and options.

LD said the transaction is expected to close in 2021, subject to customary closing conditions and approval by the holders of a majority of Landmark’s outstanding common units.

TAP Securities LLC and RBC Capital Markets are acting as financial advisors and Simpson Thacher & Bartlett LLP and Latham & Watkins, LLP are acting as legal advisors to LD.

Truist Securities Inc. is acting as left lead arranger and joint bookrunner, and Citizens Bank N.A., RBC Capital Markets and TD Securities (USA) LLC are acting as joint lead arrangers and joint bookrunners for the debt financing.

Evercore is acting as exclusive financial advisor and Gibson, Dunn & Crutcher LLP is acting as legal advisor to the Conflicts Committee.

Earlier this month, LIP received a fresh proposal for the 100% stake acquisition of its business that outsizes previous bids by DigitalBridge and Verde Investments, both private equity vehicles.

Coming in at $16.25 per Landmark common unit in cash, alternative asset manager Melody Investment Advisors LP could end up paying as much as US$1.1 billion for Landmark.

LIP is a real estate and infrastructure company formed by LD to acquire, own and manage a portfolio of real property interests and infrastructure that are leased to companies in the wireless communication, outdoor advertising and renewable power generation industries.

The business’ asset portfolio includes over 390,000 locations, including over 170,000 wireless communication towers, 165,000 outdoor advertising locations, more than 48,000 renewable power hard assets (solar panels and wind turbines), and 40MM square of data centre space.

Of the nearly 2000 tenants, some of Landmark’s main logos include AT&T, Verizon, T-Mobile, American Tower, Crown Castle, Outfront Media and Southern California Edison.

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João Marques Lima

Founder and Editor, The Tech Capital

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