Benzinga | May 17, 2021 08:32AM EDT

Digital Colony To Acquire Landmark Dividend LLC, Deal Valued At $972M.NOTE: Landmark Infrastructure Partners Is Subsidiary Of Landmark Dividend LLC

Digital Colony Intends to Submit Acquisition Proposal for Landmark Infrastructure Partners LP Upon Completion of Sponsor Acquisition

Digital Colony Management, LLC ("Digital Colony"), a leading global digital infrastructure investment firm, today announced that affiliates of Digital Colony have entered into a definitive agreement to acquire Landmark Dividend LLC ("LD"), a real estate and infrastructure acquisition and development company (the "Sponsor Acquisition"). LD owns, among other things, 100% of the membership interests in the general partner (the "General Partner") of Landmark Infrastructure Partners LP (NYSE:LMRK) and 13.2% of the common units representing limited partner interests in LMRK.

Digital Colony has informed the General Partner that, subject to completion of the Sponsor Acquisition, it intends to submit a proposal to the board of directors of the General Partner (the "LMRK Board") to acquire substantially all of the assets of LMRK. Such acquisition, if consummated, would result in the payment of $13.00 per common unit in cash to LMRK's unaffiliated unit holders in a transaction valuing LMRK at approximately $972 million (the "LMRK Acquisition Proposal"). Digital Colony expects that the LMRK Acquisition Proposal would be reviewed by the conflicts committee of the LMRK Board.

Digital Colony has also informed the General Partner that when the Sponsor Acquisition is completed, it intends to continue LD's current strategy of not pursuing additional drop-down acquisitions to LMRK and would evaluate LMRK's distribution policy in order to maintain reserves sufficient to provide for the proper conduct of LMRK's business.

Steven M. Sonnenstein, Senior Managing Director at Digital Colony, said, "The acquisition of LD is our first strategic step to secure a stronger future for LD and its various affiliated entities, including LMRK. We look forward to working with the LD team to advance our shared mission of acquiring and managing critical digital infrastructure assets that deliver quick, reliable and responsive service for customers."

"As a recognized leader in the digital infrastructure space with a proven track record, we believe the Digital Colony team's expertise is crucial to advancing our strategy in today's rapidly evolving market," said Tim Brazy, Chief Executive Officer at LD. "We are confident this acquisition by Digital Colony will position us to accelerate our pursuit of strategic consolidation in our fragmented industry and drive growth over the long-term."

The Sponsor Acquisition is expected to close within several weeks, subject to customary closing conditions.

TAP Advisors is serving as financial advisor to Digital Colony, and Simpson Thacher & Bartlett LLP is serving as legal advisor to Digital Colony. RBC Capital Markets, LLC is serving as exclusive financial advisor to LD, Latham & Watkins LLP is serving as legal advisor to LD, and Regions Securities LLC, as LD's existing financing bank, is supporting the transaction.