Digital Colony to Acquire Landmark Dividend LLC
May 17 2021 - 8:30AM
Business Wire
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.
About Landmark Dividend LLC Landmark Dividend LLC is a
real estate and infrastructure acquisition and development company
focusing on the digital infrastructure, wireless communications,
outdoor advertising and renewable power generation industries.
Landmark currently manages over 5,000 assets originated on
behalf of Landmark, its active private investment vehicles and
Landmark Infrastructure Partners LP (NASDAQ: LMRK). LMRK is a
publicly-traded subsidiary of Landmark Dividend LLC established to
acquire, own and manage a diversified, growing portfolio of real
property interests and infrastructure assets.
About Digital Colony Digital Colony is a leading global
investment firm dedicated to digital infrastructure. With a
heritage of over 25 years investing in and operating businesses
across the digital ecosystem including towers, data centers, fiber,
and small cells, the Digital Colony team manages a $32 billion
portfolio of digital infrastructure assets on behalf of its
shareholders and limited partners. Digital Colony, a subsidiary of
Colony Capital (NYSE:CLNY), is headquartered in Boca Raton with
offices in New York, Los Angeles, London and Singapore, and has
over 90 investment and operating professionals. For more
information, please visit www.digitalcolony.com
Forward Looking Statements This press release contains
“forward-looking statements” that involves risks, uncertainties and
assumptions. Forward-looking statements can be identified by words
such as “anticipates,” “intends,” “plans,” “seeks,” “believes,”
“estimates,” “expects” and similar references to future periods.
These forward-looking statements include, without limitation, the
statements made concerning Digital Colony’s intent to (i)
consummate the Sponsor Acquisition and the LMRK Acquisition
Proposal, (ii) continue LD’s strategy regarding drop-down
transactions to LMRK and (iii) evaluate LMRK’s cash distribution
policy. Forward-looking statements relate to expectations, beliefs,
projections, future plans and strategies, anticipated events or
trends and similar expressions concerning matters that are not
historical facts. Since forward-looking statements relate to the
future, they are subject to inherent uncertainties, known and
unknown risks, assumptions and contingencies and changes in
circumstances that are difficult to predict and many of which are
beyond our control. Digital Colony assumes no obligation and does
not intend to update these forward-looking statements. Factors or
events that could cause Digital Colony’s actions to differ may
emerge from time to time, and it is not possible for Digital Colony
to predict all of them. Digital Colony undertakes no obligation to
publicly update any forward-looking statement, whether as a result
of new information, future developments or otherwise, except as may
be required by law.
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Digital Colony Jon Keehner / Julie Hamilton Joele Frank,
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