S-11/A 1 a2221988zs-11a.htm S-11/A

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 2014

Registration No. 333-199221


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Amendment No. 2
to

Form S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Landmark Infrastructure Partners LP
(Exact name of Registrant as Specified in Its Charter)



Delaware   6519   61-1742322
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

2141 Rosecrans Avenue, Suite 2100
P.O. Box 3429
El Segundo, CA 90245
(Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices)



George P. Doyle
Chief Financial Officer and Treasurer
2141 Rosecrans Avenue, Suite 2100
El Segundo, CA 90245
(310) 598-3173
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)



Copies to:

William N. Finnegan IV
Keith Benson
William J. Cernius
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
(713) 546-5400

 

G. Michael O'Leary
William J. Cooper
Andrews Kurth LLP
600 Travis Street, Suite 4200
Houston, Texas 77002
(713) 220-4200



         Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

         If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o



CALCULATION OF REGISTRATION FEE

 
Title of Each Class of
Securities to be Registered

  Amount
to be
Registered(1)

  Proposed
Maximum
Offering
Price
Per Unit(2)

  Proposed
Maximum
Aggregate
Offering
Price(1)(2)

  Amount of
Registration
Fee(3)

 
Common units representing limited partner interests   3,450,000   $21.00   $72,450,000   $8,418.69
 
(1)
Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes 450,000 common units issuable upon exercise of the underwriters' option to purchase additional common units.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a).
(3)
The total registration fee includes $5,810 that was previously paid for the registration of $50,000,000 of proposed maximum aggregate offering price in the filing of the Registration Statement on October 8, 2014 and $2,608.69 for the registration of an additional $22,450,000 of proposed maximum aggregate offering price registered hereby.

         The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated November 5, 2014

Landmark Infrastructure Partners LP

LOGO

3,000,000 Common Units

Representing Limited Partner Interests



         This is an initial public offering of common units representing limited partner interests of Landmark Infrastructure Partners LP.

         We were recently formed by Landmark Dividend LLC ("Landmark"), and no public market currently exists for our common units. We are offering 3,000,000 common units in this offering. We expect that the initial public offering price will be between $19.00 and $21.00 per common unit. Our common units have been approved for listing on the NASDAQ Global Market under the symbol "LMRK".

         Concurrently with this offering, Landmark will purchase from us 2,066,995 subordinated units for cash at the initial public offering price.

         We are an "emerging growth company" as that term is used in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. Please read "Risk Factors" and "Prospectus Summary – Emerging Growth Company Status."

         Investing in our common units involves a high degree of risk. Before buying any common units, you should carefully read the discussion of material risks of investing in our common units in "Risk Factors" beginning on page 20. These risks include the following:

    We may not generate sufficient distributable cash flow to support the payment of the minimum quarterly distribution to our unitholders.

    Our general partner and its affiliates, including Landmark, have conflicts of interest with us and limited fiduciary duties to us and our unitholders, and they may favor their own interests to our detriment and that of our unitholders. Additionally, we have no control over the business decisions and operations of Landmark, and Landmark is under no obligation to adopt a business strategy that favors us.

    If we are unable to make accretive acquisitions of real property interests, our growth could be limited.

    Unitholders have very limited voting rights and, even if they are dissatisfied, they cannot initially remove our general partner without its consent. Removal of the general partner requires the vote of at least 66 2/3% of the limited partner interests.

    Our tax treatment depends on our status as a partnership for federal income tax purposes. If the Internal Revenue Service were to treat us as a corporation for federal income tax purposes, which would subject us to entity-level taxation, or if we were otherwise subjected to a material amount of additional entity-level taxation, then our distributable cash flow would be substantially reduced.

    Our unitholders' share of our income will be taxable to them for federal income tax purposes even if they do not receive any cash distributions from us.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 
  Per Common Unit   Total  

Initial public offering price

  $     $    
   

Underwriting discounts and commissions(1)

  $     $    
   

Proceeds to Landmark Infrastructure Partners LP, before expenses

  $     $    
   
(1)
Excludes an aggregate structuring fee equal to 0.75% of the gross proceeds of this offering payable to Robert W. Baird & Co. Incorporated and Raymond James & Associates, Inc. Please read "Underwriting" beginning on page 197 of this prospectus for additional information regarding underwriting compensation.

         We have granted the underwriters an option to purchase up to an additional 450,000 common units at the initial public offering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus.

         The underwriters are offering the common units as set forth under "Underwriting." The underwriters expect to deliver the common units on or about                     , 2014 through the book-entry facilities of the Depository Trust Company.



Baird   Raymond James   RBC Capital Markets

Janney Montgomery Scott

                      , 2014


Table of Contents

GRAPHIC


Table of Contents


TABLE OF CONTENTS

PROSPECTUS SUMMARY

    1  

Overview

    1  

Business Strategies

    2  

Business Strengths

    3  

Our Initial Portfolio of Real Property Interests

    5  

Right of First Offer Assets

    6  

Our Relationship with Landmark

    6  

Our Emerging Growth Company Status

    7  

Risk Factors

    7  

The Formation Transactions

    9  

Organizational Structure After the Formation Transactions

    9  

Management of Landmark Infrastructure Partners LP

    11  

Principal Executive Offices and Internet Address

    11  

Summary of Conflicts of Interest and Duties

    11  

THE OFFERING

   
13
 

SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

   
18
 

RISK FACTORS

   
20
 

Risks Related to Our Business

    20  

Risks Inherent in an Investment in Us

    33  

Tax Risks

    43  

USE OF PROCEEDS

   
48
 

CAPITALIZATION

   
49
 

DILUTION

   
51
 

CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS

   
52
 

General

    52  

Our Minimum Quarterly Distribution

    54  

Unaudited Pro Forma Distributable Cash Flow for the Twelve Months Ended September 30, 2014, and the Year Ended December 31, 2013

    55  

Estimated Distributable Cash Flow for the Twelve Months Ending December 31, 2015 and the Twelve Months Ending September 30, 2015

    58  

Significant Forecast Assumptions

    61  

PROVISIONS OF OUR PARTNERSHIP AGREEMENT RELATING TO CASH DISTRIBUTIONS

   
65
 

Distributions of Available Cash

    65  

Operating Surplus and Capital Surplus

    66  

Capital Expenditures

    68  

Subordinated Units and Subordination Period

    68  

Distributions of Available Cash From Operating Surplus During the Subordination Period

    70  

Distributions of Available Cash From Operating Surplus After the Subordination Period

    70  

General Partner Interest and Incentive Distribution Rights

    71  

Percentage Allocations of Available Cash from Operating Surplus

    71  

Right to Reset Incentive Distribution Levels

    72  

Distributions from Capital Surplus

    74  

Adjustment of the Minimum Quarterly Distribution and Target Distribution Levels

    75  

Distributions of Cash Upon Liquidation

    76  

SELECTED HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

   
79
 

Non-GAAP Financial Measures

    81  

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    83  

Overview

    83  

How We Generate Rental Revenue

    83  

How We Evaluate Our Operations

    84  

Factors Affecting the Comparability of Our Financial Results

    85  

Factors That May Influence Future Results of Operations

    86  

Critical Accounting Policies

    87  

Historical Results of Operations of our Predecessor

    89  

Liquidity and Capital Resources

    94  

Off Balance Sheet Arrangements

    97  

Inflation

    97  

Newly Issued Accounting Standards

    97  

Quantitative and Qualitative Disclosure About Market Risk

    98  

INDUSTRY

   
99
 

Overview of Real Property Interests

    99  

Opportunity for Consolidation of Real Property Interests

    100  

Real Property Interests Position in Our Initial Target Industries

    100  

U.S. Wireless Communication Market Overview

    100  

U.S. Outdoor Advertising Market Overview

    104  

U.S. Renewable Power Generation Market Overview

    107  

BUSINESS AND PROPERTIES

   
110
 

Overview

    110  

Business Strategies

    111  

Business Strengths

    112  

Our Initial Portfolio of Real Property Interests

    114  

Our Tenants

    127  

Our Relationship with Landmark

    130  

Right of First Offer Assets

    131  

Landmark's Acquisition Platform

    132  

Regulation

    134  

Seasonality

    134  

Competition

    134  

Employees

    135  

Legal Proceedings

    135  

POLICIES WITH RESPECT TO CERTAIN ACTIVITIES

   
136
 

Investment Policies

    136  

Dispositions

    136  

Financings and Leverage Policy

    136  

Equity Capital Policies

    137  

Code of Business Conduct and Ethics

    137  

Reporting Policies

    137  

MANAGEMENT

   
138
 

Management of Landmark Infrastructure Partners LP

    138  

Directors and Executive Officers of Landmark Infrastructure Partners GP LLC

    139  

Board Leadership Structure

    142  

Board Role in Risk Oversight

    142  

Compensation of Our Officers and Directors

    143  

SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   
146
 

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    147  

Distributions and Payments to Our General Partner and Its Affiliates

    147  

Agreements Governing the Transactions

    149  

Other Agreements with Landmark and Related Parties

    151  

Procedures for Review, Approval and Ratification of Related Person Transactions

    151  

CONFLICTS OF INTEREST AND DUTIES

   
152
 

Conflicts of Interest

    152  

Duties of the General Partner

    158  

DESCRIPTION OF THE COMMON UNITS

   
161
 

The Common Units

    161  

Transfer Agent and Registrar

    161  

Transfer of Common Units

    161  

OUR PARTNERSHIP AGREEMENT

   
163
 

Organization and Duration

    163  

Purpose

    163  

Capital Contributions

    163  

Voting Rights

    163  

Limited Liability

    165  

Issuance of Additional Securities

    166  

Amendment of Our Partnership Agreement

    166  

Merger, Consolidation, Conversion, Sale or Other Disposition of Assets

    168  

Termination and Dissolution

    168  

Liquidation and Distribution of Proceeds

    169  

Withdrawal or Removal of Our General Partner

    169  

Transfer of General Partner Interest

    170  

Transfer of Ownership Interests in Our General Partner

    171  

Transfer of Incentive Distribution Rights

    171  

Change of Management Provisions

    171  

Limited Call Right

    171  

Non-Citizen Assignees; Redemption

    171  

Meetings; Voting

    172  

Status as Limited Partner

    172  

Indemnification

    173  

Reimbursement of Expenses

    173  

Books and Reports

    173  

Right to Inspect Our Books and Records

    174  

Registration Rights

    174  

Exclusive Forum

    174  

UNITS ELIGIBLE FOR FUTURE SALE

   
175
 

Rule 144

    175  

Our Partnership Agreement and Registration Rights

    175  

Lock-up Agreements

    176  

Registration Statement on Form S-8

    176  

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

   
177
 

Partnership Status

    178  

Limited Partner Status

    180  

Tax Consequences of Unit Ownership

    180  

Tax Treatment of Operations

    186  

Disposition of Common Units

    187  

Uniformity of Units

    189  

Tax-Exempt Organizations and Other Investors

    190  

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Administrative Matters

    190  

Recent Legislative Developments

    193  

State, Local, Foreign and Other Tax Considerations

    193  

INVESTMENT IN LANDMARK INFRASTRUCTURE PARTNERS LP BY EMPLOYEE BENEFIT PLANS

   
195
 

UNDERWRITING

   
197
 

Stabilization, Short Positions and Penalty Bids

    199  

Electronic Distribution

    200  

Other Relationships

    200  

Selling Restrictions

    200  

VALIDITY OF THE COMMON UNITS

   
203
 

EXPERTS

   
203
 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

   
203
 

FORWARD-LOOKING STATEMENTS

   
204
 

INDEX TO FINANCIAL STATEMENTS

   
F-i
 

Appendix A FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LANDMARK INFRASTRUCTURE PARTNERS LP

   
A-1
 

Appendix B GLOSSARY OF TERMS

   
B-1
 



       You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered to you. We have not, and the underwriters have not, authorized any other person to provide you with information different from that contained in this prospectus and any free writing prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell the common units in any jurisdiction where an offer or sale is not permitted. The information in this prospectus is accurate only as of the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

       This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read "Risk Factors" and "Forward-Looking Statements."

       Through and including                     , 2014 (the 25th day after the date of this prospectus), federal securities laws may require all dealers that effect transactions in these securities, whether or not participating in this offering, to deliver a prospectus. This requirement is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.


INDUSTRY AND MARKET DATA

       When we make statements in this prospectus about our position in the wireless communication ground lease industry, the outdoor advertising ground lease industry, the renewable power generation ground lease industry or any sector of those industries, or about our market share, we are making those statements based on our belief as to their accuracy. This belief is based on data regarding those industries, including trends in such markets and our position and the position of our competitors within those industries, derived from a variety of sources, including independent industry publications, government publications, information obtained from customers, tenants, subtenants, trade and business organizations and other publicly available information (including the reports and other information our competitors, tenants and subtenants file with the U.S. Securities and Exchange Commission ("SEC"), which we did not participate in

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preparing and as to which we make no representation), as well as our good faith estimates, which have been derived from management's knowledge and experience in the areas in which our business operates. Estimates of market size and relative positions in a market are difficult to develop and inherently uncertain. Accordingly, investors should not place undue weight on the industry and market share data presented in this prospectus.

       In this prospectus, we rely on and refer to information regarding the wireless communication industry, the outdoor advertising industry and related forecasts from SNL Kagan, a media and communications research and consulting division of SNL Financial LC ("SNL Kagan"). Unless otherwise indicated, the information set forth in the "Industry" section of this prospectus regarding the wireless communication industry and the outdoor advertising industry is derived from information provided by SNL Kagan as of September 15, 2014 and is included in this prospectus in reliance upon the authority of SNL Kagan as experts on the wireless communication industry and the outdoor advertising industry. SNL Kagan is not affiliated with us. SNL Kagan has consented to being named in this prospectus.

       We do not have any knowledge that the market and industry data and forecasts provided to us from third party sources are inaccurate in any material respect. However, we have been advised that certain information provided to us from third party sources is derived from estimates or subjective judgments, and while such third party sources have assured us that they have taken reasonable care in the compilation of such information and believe it to be accurate and correct, data compilation is subject to limited audit and validation procedures. We believe that, notwithstanding such qualification by such third party sources, the market and industry data provided in this prospectus is accurate in all material respects.

       Our estimates, in particular as they relate to market share and our general expectations, involve risks and uncertainties and are subject to change based on various factors, including those discussed under the section entitled "Risk Factors."

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PROSPECTUS SUMMARY

       This summary highlights selected information contained elsewhere in this prospectus. You should carefully read the entire prospectus, including "Risk Factors" and the historical and unaudited pro forma combined financial statements and related notes included elsewhere in this prospectus before making an investment decision. Unless otherwise indicated, the information in this prospectus assumes (1) an initial public offering price of $20.00 per common unit (the midpoint of the price range set forth on the cover of this prospectus) and (2) that the underwriters do not exercise their option to purchase additional common units. You should read "Risk Factors" beginning on page 20 for more information about important factors that you should consider before purchasing our common units.

       Unless the context otherwise requires, references in this prospectus to "Landmark Infrastructure Partners LP," "our partnership," "we," "our," "us," or like terms, when used in a historical context, refer to Landmark Infrastructure Partners Predecessor, which we sometimes refer to as our "Predecessor." Our Partnership will succeed our Predecessor, which includes substantially all the assets and liabilities that will be contributed to us in connection with our formation transactions by Landmark Dividend Growth Fund-A LLC and Landmark Dividend Growth Fund-D LLC, two funds managed by Landmark Dividend LLC, and includes the results of such assets during any period they were previously owned by Landmark Dividend LLC or any of its affiliates. When used in the present tense or future tense, these terms refer to Landmark Infrastructure Partners LP and its subsidiaries. References to "our general partner" refer to Landmark Infrastructure Partners GP LLC. References to "Landmark" refer collectively to Landmark Dividend LLC and its subsidiaries, other than us, our subsidiaries and our general partner. References to "Fund A" refer to Landmark Dividend Growth Fund-A LLC and references to "Fund D" refer to Landmark Dividend Growth Fund-D LLC. References to "the Contributing Landmark Funds" refer to Fund A and Fund D, collectively and references to "the Remaining Landmark Funds," which will grant us a right of first offer on their assets, refer to Landmark Dividend Growth Fund-C LLC, Landmark Dividend Growth Fund-E LLC, Landmark Dividend Growth Fund-F LLC, Landmark Dividend Growth Fund-G LLC and Landmark Dividend Growth Fund-H LLC, collectively. We have provided definitions for some of the real property and other industry terms used in this prospectus in the Glossary of Terms, attached to this prospectus as Appendix B.


Landmark Infrastructure Partners LP

Overview

       We are a growth-oriented master limited partnership formed by Landmark to acquire, own and manage a portfolio of real property interests that we lease to companies in the wireless communication, outdoor advertising and renewable power generation industries. Our real property interests underlie our tenants' infrastructure assets, which include cellular towers, rooftop wireless sites, billboards and wind turbines. These assets are essential to the operations and profitability of our tenants. We seek to acquire real property interests subject to tenant lease arrangements that are effectively triple net, containing contractual rent increase clauses, or "rent escalators," which we believe provide us with stable, predictable and growing cash flow.

       Our real property interests consist of a diversified portfolio of long-term and perpetual easements, tenant lease assignments and, to a lesser extent, fee simple properties located in 42 states and the District of Columbia. These real property interests entitle us to receive rental payments from leases on our 701 tenant sites. Approximately 88% of our leased tenant sites are occupied by large, publicly traded companies (or their affiliates) that have a national footprint. These tenants (and their affiliates), which we refer to as our "Tier 1" tenants, are comprised of AT&T Mobility, Sprint, T-Mobile and Verizon in the wireless carrier industry, American Tower, Crown Castle and SBA Communications in the cellular tower industry and CBS Outdoor, Clear Channel Outdoor and Lamar Advertising in the outdoor advertising industry.

       We believe the terms of our tenant lease arrangements provide us with stable, predictable and growing cash flow that will support consistent, growing distributions to our unitholders. Substantially all of our tenant lease arrangements are effectively triple net, meaning that our tenants or the underlying property owners are contractually responsible for

 

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property-level operating expenses, including maintenance capital expenditures, property taxes and insurance. Substantially all of our tenant leases have contractual rent escalators, and some of our tenant leases contain revenue-sharing provisions in addition to the base monthly or annual rental payments. In addition, we believe the infrastructure assets at our tenant sites are essential to the ongoing operations and profitability of our tenants. When combined with the challenges and costs of relocating those assets and the key strategic locations of our real property interests, we expect continued high tenant retention and occupancy rates. As of October 13, 2014, we had a 99% occupancy rate, with 695 of our 701 total available tenant sites leased.

       For the nine months ended September 30, 2014 and for the year ended December 31, 2013, on a pro forma basis, we had revenue of $10.6 million and $12.6 million, net income of $4.9 million and $5.4 million, and Adjusted EBITDA of $9.6 million and $11.5 million, respectively. Please read "Selected Historical and Pro Forma Combined Financial Data" for the definition of the term Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP").

       We benefit significantly from our relationship with Landmark, our sponsor. Landmark, a private company formed in 2010, is one of the largest acquirers of real property interests underlying operationally essential infrastructure assets in the wireless communication, outdoor advertising and renewable power generation industries. Our initial assets and liabilities will be contributed to us from Fund A and Fund D, two private investment funds sponsored, managed and controlled by Landmark. As of October 13, 2014, excluding the assets that will be contributed to us in connection with this offering, Landmark controlled 832 additional available tenant sites through the Remaining Landmark Funds. The Remaining Landmark Funds have agreed that they will grant us a right of first offer on real property interests that they currently own or acquire in the future before selling or transferring those assets to any third party. We refer to these real property interests as the "right of first offer assets." We believe Landmark's asset acquisition and management platform will benefit us by providing us with drop-down acquisition opportunities from Landmark's substantial and growing acquisition pipeline, as well as the capability to make direct acquisitions from third parties. Please read "– Our Relationship with Landmark."


Business Strategies

       Our primary business objectives are to generate stable and predictable cash flow and to increase our quarterly cash distribution per unit over time. We intend to accomplish these objectives by executing the following strategies:

    Grow Through Additional Acquisitions.  We intend to pursue acquisitions of real property interests from Landmark and its affiliates, including those real property interests subject to our right of first offer. We also intend to pursue acquisitions of real property interests from third parties, utilizing the expertise of our management and other Landmark employees to identify and assess potential acquisitions, for which we would pay Landmark mutually agreed reasonable fees. When acquiring real property interests, we will target infrastructure locations that are essential to the ongoing operations and profitability of our tenants, which we expect will result in continued high tenant occupancy and enhance our cash flow stability. We expect the vast majority of our acquisitions will include leases with our Tier 1 tenants or tenants whose sub-tenants are Tier 1 companies. In addition, we believe the ability to also offer our limited partner interests as consideration for assets will provide property owners with multiple benefits including tax-efficiency and diversification, allowing us to increase our acquisition volume and accelerate our growth. Further, we intend to grow our renewable power generation portfolio and expand into other fragmented asset classes and may pursue acquisitions internationally.

    Increase Cash Flow Without Additional Capital Investment.  We will seek to organically grow our cash flow without additional capital investment through (i) contractual fixed-rate or CPI-based rent escalators, (ii) rent increases based on equipment, technology or site modification upgrades at our infrastructure locations and (iii) revenue sharing arrangements based on tenant performance.

 

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    Generate Stable Cash Flow through Effectively Triple Net Lease Arrangements and Portfolio Diversification.  We intend to focus on the acquisition and management of tenant sites with effectively triple net lease arrangements. We believe our focus on effectively triple net lease arrangements enhances our profitability and minimizes volatility in our cash flow. As of October 13, 2014, substantially all of our leased tenant sites were subject to effectively triple net lease arrangements. We will seek to further diversify our portfolio to avoid dependence on any single real property interest or geographic region, and enhance our diversification across structure types, tenants and industries over time.

    Maintain a Conservative Capital Structure.  We will target a leverage profile of less than 50% total debt to total market capitalization, which we define as the market value of our limited partner interests and the principal amount of our debt. In addition, we will actively manage our balance sheet to address interest rate risk and preserve flexibility. In connection with the closing of this offering, we will amend and restate the secured debt facilities as a new $190.0 million secured revolving credit facility, which we believe will provide us with an attractive capital structure and significant capacity to execute our acquisition growth plans.


Business Strengths

       We believe we are well-positioned to execute our business strategies based on the following characteristics and strengths:

    Strategic Relationship with Landmark.  We have a significant strategic relationship with our sponsor, Landmark, which we believe will enable us to rapidly grow our portfolio of real property interests. Members of Landmark's management team have significant experience and have overseen the acquisition of over 5,000 real property interests in our initial target industries. We believe Landmark's acquisition practices and the scalability of its proprietary technology platform should permit Landmark to substantially increase its acquisition volumes in the existing target market of several hundred thousand real property interests. We believe that we will have opportunities to purchase additional real property interests through the right of first offer assets, as well as other assets that Landmark owns or may identify for future acquisition. Landmark has increased its acquisition volume every year since its inception and acquired 580 tenant sites in 2013, equivalent to roughly 83% of the total tenant sites in our initial portfolio.

    Stable Cash Flow with Contracted Growth.  Our initial portfolio includes 701 tenant sites with an average remaining tenant lease term of 18 years including renewal options and an average remaining tenant lease term of four years excluding renewal options. In Landmark's five-year history, including assets in our initial portfolio as well as assets held by the Remaining Landmark Funds, it has had 427 tenant sites come up for renewal and 424 (over 99%) have been renewed. Substantially all of our tenant lease arrangements are effectively triple net and require payment of fixed monthly or annual rent. For the two-year period ended December 31, 2013, our property operating expenses were less than 1% of revenue and we had no maintenance capital expenditures, enhancing our cash flow stability. Furthermore, under the omnibus agreement that we will enter into at the closing of this offering, Landmark will agree to cap certain of our general and administrative expenses for a period of up to five years from the closing of this offering. As of October 13, 2014, 95% of our tenant sites contained contractual rent escalators, 88% of which were fixed-rate (with an average annual escalation rate of approximately 2.6%) and 7% of which were tied to CPI.

    Strategic Locations Highly Desired by Tier 1 Tenants.  We believe our initial portfolio consists of attractive real property interests underlying infrastructure assets in strategically-desirable locations that are essential to the operations and profitability of our tenants.

    Long Lived, Established Infrastructure Assets.  Our real property interests underlie infrastructure assets that are essential to our tenants' core businesses. We believe the substantial majority of our real property interests are in difficult-to-replicate locations or underlie essential infrastructure assets in which our tenants have made significant investments of capital and committed considerable resources. Additionally, operators

 

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        of these infrastructure assets would incur substantial time and costs relocating equipment and structures, decommissioning an existing site and returning it to its former condition, and permitting, constructing and installing equipment and structures at a new site.

      Nationally Recognized Tenants.  Approximately 88% of our leased tenant sites are leased to Tier 1 tenants, who we believe carefully selected these sites based on their specific business preferences and requirements.

      Large Presence in Highly Populated Markets and Well-Trafficked Locations.  Approximately 55% of our tenant sites are located in Top 20-ranked Basic Trading Areas, or "BTAs." We believe our locations in these major metropolitan areas are highly desirable for our tenants in the wireless communication and outdoor advertising industries seeking to reach a large customer base.

    Low Concentration Risk from a Geographically Diversified Portfolio.  Our initial portfolio of 701 tenant sites is located in 42 states and the District of Columbia, with no state accounting for more than 14% of our total tenant sites. In addition, for the nine months ended September 30, 2014, our largest tenant lease generated less than 1% of our revenue. We believe our diversification substantially mitigates the risk of any single event resulting in a material decrease in our cash flow.

    Opportunities to Increase Rent and Share Revenue Without Additional Capital Investment.  We expect to organically increase the rental revenue from our real property interests without additional capital investment by capturing additional rent from our tenants as they grow. For example, we expect to receive increased rent as our tenants request lease amendments (to accommodate equipment upgrades, increase tenant co-location or extend their leases) and share in incremental revenue from revenue sharing agreements at certain tenant sites.

    Attractive Cost of Capital.  We believe that as a publicly traded partnership, we will have a cost of capital advantage over our private competitors seeking to acquire real property interests in our target asset classes. We believe that our ability to make acquisitions with both cash and limited partner interests will expand our universe of potential acquisition opportunities and help us pursue further accretive growth for our unitholders.

 

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Our Initial Portfolio of Real Property Interests

       Our initial portfolio of real property interests consists primarily of (i) long-term and perpetual easements combined with lease assignment contracts, which we refer to as our "lease assignments," (ii) lease assignments without easements and (iii) to a lesser extent, properties we own in fee simple. In connection with each real property interest, we have also acquired the rights to receive payment under pre-existing ground leases from property owners, which we refer to as our "tenant leases." Under our easements, property owners have granted us the right to use and lease the space occupied by our tenants, which we refer to as tenant sites, and when we have not been granted easements, we have acquired economic rights under lease assignments that are substantially similar to the economic rights granted under our easements, including the right to re-lease the same space if the tenant lease expires or terminates.

       The table below provides an overview of our initial portfolio of real property interests as of October 13, 2014.


Our Real Property Interests

 
   
  Available Tenant
Sites(1)
   
   
   
   
   
   
 
 
   
  Leased Tenant Sites    
   
   
   
 
 
   
   
  Average
Monthly
Effective
Rent
Per Tenant
Site(4)(5)
  Adjusted
Quarterly Revenue(6)
 
 
   
   
  Average
Remaining
Property
Interest
(Years)
   
  Average
Remaining
Lease
Term
(Years)(2)
   
 
Real Property Interest
  Number of
Infrastructure
Locations(1)
  Number   Number   Tenant Site
Occupancy
Rate(3)(4)
  Total   Percent of
Total
 

Tenant Lease Assignment with Underlying Easement

                                                       

Wireless Communication

    356     480     75.1 (7)   474     19.2               $ 2,326,352     67 %

Outdoor Advertising

    84     111     87.0 (7)   111     14.2                 437,535     13 %

Renewable Power Generation

    1     2     29.8     2     23.3                 6,356      
                                               

Subtotal

    441     593     77.2 (7)   587     18.3               $ 2,770,243     80 %
                                               

Tenant Lease Assignment only(8)

                                                       

Wireless Communication

    64     95     55.0     95     18.4               $ 583,359     17 %

Outdoor Advertising

    7     7     82.1     7     17.3                 38,425     1 %
                                               

Subtotal

    71     102     56.8     102     18.3               $ 621,784     18 %
                                               

Tenant Lease on Fee Simple

                                                       

Wireless Communication

    2     5     99.0 (7)   5     11.8               $ 21,410     1 %

Outdoor Advertising

    1     1     99.0 (7)   1     18.7                 27,717     1 %
                                               

Subtotal

    3     6     99.0 (7)   6     12.9               $ 49,127     2 %
                                               

Total

    515     701     74.4 (9)   695     18.3               $ 3,441,154     100 %
                                               
                                               

Aggregate Portfolio

                                                       

Wireless Communication

    422     580     72.0     574     19.0     99 % $ 1,682   $ 2,931,121     85 %

Outdoor Advertising

    92     119     86.8     119     14.4     100 %   1,351     503,677     15 %

Renewable Power Generation

    1     2     29.8     2     23.3     100 %   1,491     6,356      
                                               

Total

    515     701     74.4 (9)   695     18.3     99 % $ 1,625   $ 3,441,154     100 %
                                               
                                               

(1)
"Available Tenant Sites" means the number of individual sites that could be leased. For example, if we have an easement on a single rooftop, on which three different tenants can lease space from us, this would be counted as three "tenant sites," and all three tenant sites would be at a single infrastructure location with the same address.
(2)
Assumes the exercise of all remaining renewal options of tenant leases. Assuming no exercise of renewal options, the average remaining lease terms for our wireless communication, outdoor advertising, renewable power generation and aggregate portfolios as of October 13, 2014 were 2.7, 7.3, 23.3 and 3.5 years, respectively.
(3)
Represents number of leased tenant sites divided by number of available tenant sites.
(4)
Occupancy and average monthly effective rent per tenant site are shown only on an aggregate portfolio basis by industry.
(5)
Represents total adjusted monthly revenue excluding the impact of amortization of above and below market lease intangibles divided by the number of leased tenant sites.
(6)
Represents GAAP rental revenue of $3,396,517 recognized under existing tenant leases for the three months ended September 30, 2014 adjusted to include three months of minimum contractual rental amounts for assets acquired after September 30, 2014. Excludes interest income on receivables.
(7)
Fee simple ownership and perpetual easements are shown as having a term of 99 years for purposes of calculating the average remaining term.

 

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(8)
Reflects "springing lease agreements" whereby the cancellation or nonrenewal of a tenant lease entitles us to enter into a new ground lease with the property owner (up to the full property interest term) and a replacement tenant lease. The remaining lease assignment term is, therefore, equal to or longer than the remaining lease term. Also represents properties for which the "springing lease" feature has been exercised and has been replaced by a lease for the remaining lease term.
(9)
Excluding perpetual ownership rights, the average remaining property interest term on our tenant sites is approximately 57 years.

       Our real property interests entitle us to receive rental payments from tenant leases in the wireless communication, outdoor advertising and renewable power generation industries. The table below summarizes our Tier 1 tenants which comprised approximately 88% of our tenants as of October 13, 2014.


Our Tier 1 Tenants by Industry

Wireless Communication Industry   Outdoor Advertising Industry  
Wireless Carriers   Tower Companies    
   
 
Tenant   % of Total
Leased
Tenant Sites
  Tenant   % of Total
Leased
Tenant Sites
  Tenant   % of Total
Leased
Tenant Sites
 

T-Mobile

    16 %

Crown Castle

    15 %

Lamar Advertising

    5 %

Verizon

    15 %

American Tower

    4 %

CBS Outdoor

    5 %

AT&T Mobility

    12 %

SBA Communications

    3 %

Clear Channel Outdoor

    3 %

Sprint

    10 %                    
                       

Total

    53 %

    Total

    22 %

    Total

    13 %
                       


Right of First Offer Assets

       In connection with this offering, the Remaining Landmark Funds have agreed that they will grant us a right of first offer on real property interests that they currently own or acquire in the future before selling or transferring those interests to any third party. Neither Landmark nor any of the Remaining Landmark Funds are obligated to offer to sell us any additional assets, except for the right of first offer assets, which the Remaining Landmark Funds are obligated to offer to sell to us, only if and when those funds otherwise decide, in their sole discretion, to dispose of such assets. We expect the right of first offer assets will have attributes (e.g. tenants, geography, lease terms) similar to the assets we currently own.

       The right of first offer assets consist of over 650 infrastructure locations and underlie over 800 tenant sites, substantially all of which are currently leased. For additional information regarding the right of first offer assets, please read "Business and Properties – Right of First Offer Assets" on page 131.


Our Relationship with Landmark

       One of our principal strengths and greatest competitive advantages is our relationship with Landmark. Landmark is one of the largest and most active acquirers of real property interests underlying infrastructure assets in the wireless communication, outdoor advertising and renewable power generation industries. Landmark, headquartered in Los Angeles, California, has approximately 125 employees and has offices and origination team members who work remotely across the United States.

       Landmark has stated that it intends to continue to acquire additional real property interests in the wireless communication, outdoor advertising, renewable power generation and other fragmented industries, and that it intends to facilitate our growth through the sale of additional assets to us. In addition to the contribution of our initial assets to us, Landmark will make a cash investment in us to purchase 2,066,995 subordinated units at the initial public offering price of our common units. Following the completion of all of the formation transactions, including this offering and Landmark's purchase of subordinated units, Landmark will own our general partner, all of the incentive distribution rights and a 40% limited partner interest in us consisting entirely of subordinated units. Given its substantial cash investment and

 

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significant ownership in us, we believe Landmark will promote and support the successful execution of our business strategies.

       We believe Landmark is incentivized to support us. However, there are no restrictions on the ability of Landmark or its affiliates, including the Remaining Landmark Funds and new private funds that Landmark may form, to compete with us, including for the acquisition of future real property interests. We are under no obligation to buy any additional assets from Landmark or the Remaining Landmark Funds. The consideration to be paid by us, as well as the consummation and timing of any acquisition by us of those assets, would depend upon, among other things, the timing of Landmark's decision to sell those assets and our ability to successfully negotiate a price and other purchase terms for those assets. Please read "Risk Factors – Risks Related to Our Business – If we are unable to make accretive acquisitions of real property interests, our growth could be limited" and "Conflicts of Interest and Duties – Conflicts of Interest."


Our Emerging Growth Company Status

       We are an "emerging growth company" within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with certain requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the "Securities Act," for complying with new or revised accounting standards, but we have irrevocably opted out of the extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

       We intend to take advantage of these exemptions until we are no longer an emerging growth company. We will cease to be an "emerging growth company" upon the earliest of: (i) the last day of the fiscal year in which we have $1.0 billion or more in annual revenue; (ii) the date on which we become a "large accelerated filer" (the fiscal year-end on which the total market value of our common equity securities held by non-affiliates is $700.0 million or more); (iii) the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period; or (iv) the last day of the fiscal year following the fifth anniversary of our initial public offering. As a result of these exemptions, the information that we provide in this prospectus may be different from the information you may receive from other public companies in which you hold equity interests.


Risk Factors

       An investment in our common units involves risks associated with our business, our partnership structure and the tax characteristics of our common units. You should carefully consider the risks described in "Risk Factors" and the other information in this prospectus before investing in our common units.

    Risks Related to Our Business

    We may not generate sufficient distributable cash flow to support the payment of the minimum quarterly distribution to our unitholders.

    The assumptions underlying the forecast of distributable cash flow that we include in "Cash Distribution Policy and Restrictions on Distributions" are inherently uncertain and subject to significant business, economic, financial, regulatory and competitive risks that could cause our actual distributable cash flow to differ materially from our forecast.

 

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    The amount of cash we will have available for distribution to unitholders depends primarily on our cash flow rather than on our profitability, which may prevent us from making distributions, even during periods in which we record net income.

    Our growth strategy requires access to new capital. Unfavorable capital markets could impair our ability to grow.

    If we are unable to make accretive acquisitions of real property interests, our growth could be limited.

    We are dependent on Landmark for acquisitions and our ability to expand may be limited if Landmark's business does not grow as expected.

    Our hedging strategy may be ineffective in reducing the impact of interest rate volatility on our cash flows, which could result in financial losses and adversely impact our distributable cash flow.

    Substantially all of our tenant leases may be terminated upon 30 to 180 days' notice, by our tenants, and unexpected lease cancellations could materially impact our cash flow from operations.

    If we are unable to protect our rights to our real property interests, which may be subject to risks such as land use regulation change, condemnation, unpaid real property taxes, or breach of the easement (or tenant lease assignment) by the property owner, our business and operating results could be adversely affected.

    Risks Inherent in an Investment in Us

    Our general partner and its affiliates, including Landmark, have conflicts of interest with us and limited fiduciary duties to us and our unitholders, and they may favor their own interests to our detriment and that of our unitholders. Additionally, we have no control over the business decisions and operations of Landmark, and Landmark is under no obligation to adopt a business strategy that favors us.

    Our partnership agreement restricts the remedies available to holders of our common and subordinated units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.

    Unitholders have very limited voting rights and, even if they are dissatisfied, they cannot remove our general partner without its consent.

    Landmark and the Remaining Landmark Funds may compete with us, and Landmark, as owner of our general partner, will decide when, if, and how we complete acquisitions.

    There is no existing market for our common units, and a trading market that will provide you with adequate liquidity may not develop. The price of our common units may fluctuate significantly, and you could lose all or part of your investment.

    Tax Risks

    Our tax treatment depends on our status as a partnership for federal income tax purposes. If the Internal Revenue Service ("IRS") were to treat us as a corporation for federal income tax purposes, which would subject us to entity-level taxation, or if we were otherwise subjected to a material amount of additional entity-level taxation, then our distributable cash flow to our unitholders would be substantially reduced.

    Our unitholders' share of our income will be taxable to them for federal income tax purposes even if they do not receive any cash distributions from us.

 

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The Formation Transactions

       We were formed in July 2014 by Landmark to acquire, own and manage a portfolio of real property interests that we lease to companies in the wireless communication, outdoor advertising and renewable power generation industries.

       In connection with the closing of this offering, the following formation transactions will occur:

    Fund A and Fund D will contribute to us substantially all of their assets and liabilities, including their obligations under their secured debt facilities in exchange for, in the aggregate, 1,702,665 common units, 1,068,114 subordinated units and cash, which will then be distributed to their respective members, including Landmark, as part of each fund's liquidation;

    Landmark will purchase from us an additional 2,066,995 subordinated units for cash at the initial public offering price of our common units;

    we will issue all of the incentive distribution rights to our general partner, which will also retain a non-economic general partner interest in us;

    the secured debt facilities assumed from Fund A and Fund D will be amended and restated as a new $190.0 million secured revolving credit facility;

    we will issue 3,000,000 common units to the public in this offering, representing a 38.3% limited partner interest in us;

    we will apply the net proceeds from this offering, together with the proceeds from our concurrent sale of subordinated units to Landmark, as described in "Use of Proceeds";

    we will contribute certain of our assets to Landmark Infrastructure Asset OpCo LLC, a taxable subsidiary, as discussed under "Material Federal Income Tax Considerations" on page 177; and

    we will enter into an omnibus agreement with Landmark and each of the Remaining Landmark Funds.


Organizational Structure After the Formation Transactions

       After giving effect to the formation transactions described above, assuming the underwriters' option to purchase additional common units from us is not exercised, our units will be held as follows:

Common units issued to the public in this offering

    38.3 %

Common units distributed to the legacy members of the Contributing Landmark Funds(1)

    21.7 %

Landmark Interests(1):

       

Subordinated Units

    40.0 %(1)

Non-Economic General Partner Interest

    0.0 %(2)

Incentive Distribution Rights

    (3)

Total

    100.0 %
       
       

(1)
Reflects the liquidation of the Contributing Landmark Funds and the distribution to the legacy members of the Contributing Landmark Funds, including Landmark, of the cash, common units and subordinated units issued to the Contributing Landmark Funds in connection with their contribution of assets to us, as well as Landmark's purchase of additional subordinated units. Landmark will not receive any common units in the distribution from the Contributing Landmark Funds assuming we price at the midpoint of the price range set forth on the cover page of this prospectus. For more information, please read "Security Ownership and Certain Beneficial Owners and Management."
(2)
Our general partner owns a non-economic general partner interest in us. Please read "Provisions of Our Partnership Agreement Relating to Cash Distributions – General Partner Interest and Incentive Distribution Rights."
(3)
Incentive distribution rights represent a variable interest in distributions and thus are not expressed as a fixed percentage. Please read "Provisions of Our Partnership Agreement Relating to Cash Distributions – General Partner Interest and Incentive Distribution Rights." Distributions with respect to the incentive distribution rights will be classified as distributions with respect to equity interests. All of the incentive distribution rights will be issued to our general partner, which is wholly owned by Landmark.

 

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       The following simplified diagram depicts our organizational structure after giving effect to the formation transactions described above.

GRAPHIC


(1)
Assumes the subsequent liquidation of Fund A and Fund D and the distribution of their respective assets, including our units, to Landmark and each fund's legacy members, as described herein.

 

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Management of Landmark Infrastructure Partners LP

       We are managed by the board of directors and executive officers of our general partner, Landmark Infrastructure Partners GP LLC. The executive officers of our general partner will remain employees of Landmark. Landmark is the sole owner of our general partner and has the right to appoint the entire board of directors of our general partner, including the independent directors appointed in accordance with the listing standards established by The NASDAQ Stock Market LLC ("NASDAQ"). Unlike shareholders in a publicly traded corporation who are entitled to vote in the election of directors, our unitholders will not be entitled to elect our general partner or the board of directors of our general partner. For more information about the directors and executive officers of our general partner, please read "Management – Directors and Executive Officers of Landmark Infrastructure Partners GP LLC."

       Neither we nor our subsidiaries have any employees. Our general partner has the sole responsibility for providing the personnel necessary to conduct our operations. All of the employees and other personnel that will conduct our business immediately following the closing of this offering will be employed or contracted by our general partner and its affiliates, including Landmark, but we sometimes refer to these individuals in this prospectus as our employees because they provide services directly to us. Under the omnibus agreement that we will enter into at the closing of this offering, we will agree to reimburse Landmark for expenses related to certain general and administrative services Landmark will provide to us in support of our business, subject to a quarterly cap equal to the greater of $162,500 and 3% of our revenue during the preceding calendar quarter. This cap on expenses will last until the earlier to occur of: (i) the date on which our revenue for the immediately preceding four consecutive fiscal quarters exceeded $80.0 million and (ii) the fifth anniversary of the closing of this offering. Please read "Certain Relationships and Related Party Transactions – Agreements Governing the Transactions – Omnibus Agreement."


Principal Executive Offices and Internet Address

       Our principal executive offices are located at 2141 Rosecrans Avenue, Suite 2100, El Segundo, CA 90245, and our telephone number is (310) 598-3173. Following the completion of this offering, our website will be located at http://www.landmarkmlp.com. We expect to make our periodic reports and other information filed with or furnished to the Securities and Exchange Commission ("SEC") available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.


Summary of Conflicts of Interest and Duties

       Under our partnership agreement, our general partner has a legal duty to manage us in a manner it believes is in our best interest. However, because our general partner is a wholly owned subsidiary of Landmark, the officers and directors of our general partner also have duties to manage the business of our general partner in a manner beneficial to Landmark. As a result of this relationship, conflicts of interest may arise in the future between us and our unitholders, on the one hand, and our general partner and its affiliates, including Landmark, on the other hand. For example, our general partner will be entitled to make determinations that affect the amount of cash distributions we make to the holders of common units, which in turn has an effect on whether our general partner receives cash distributions on the incentive distribution rights it owns. These actions are permitted under our partnership agreement and will not be a breach of any duty of our general partner. For a more detailed description of the conflicts of interest and fiduciary duties of our general partner, please read "Conflicts of Interest and Duties."

       Delaware law provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary duties otherwise owed by the general partner to limited partners and the partnership, provided that partnership agreements may not eliminate the implied contractual covenant of good faith and fair dealing. This implied covenant is a judicial doctrine utilized by Delaware courts in connection with interpreting ambiguities in partnership agreements and other contracts and does not form the basis of any separate or independent fiduciary duty

 

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in addition to the express contractual duties set forth in our partnership agreement. Under the implied contractual covenant of good faith and fair dealing, a court will enforce the reasonable expectations of the partners where the language in the partnership agreement does not provide for a clear course of action.

       As permitted by Delaware law, our partnership agreement contains various provisions replacing the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing the duties of the general partner and contractual methods of resolving conflicts of interest. The effect of these provisions is to restrict the remedies available to unitholders for actions that might otherwise constitute breaches of our general partner's fiduciary duties. Our partnership agreement also provides that affiliates of our general partner, including Landmark and its affiliates, are not restricted from competing with us, and neither our general partner nor its affiliates have any obligation to present business opportunities to us. For example, Landmark may secure leases on vacant properties in Landmark's portfolio before securing leases for competing vacant properties in our portfolio. Moreover, Landmark may form new private funds that would then compete with us for acquisitions and leasing opportunities and such funds would not be subject to our right of first offer. By purchasing a common unit, the purchaser agrees to be bound by the terms of our partnership agreement, and pursuant to the terms of our partnership agreement each holder of common units consents to various actions and potential conflicts of interest contemplated in our partnership agreement that might otherwise be considered a breach of fiduciary or other duties under Delaware law. Please read "Conflicts of Interest and Duties – Duties of the General Partner" for a description of the fiduciary duties imposed on our general partner by Delaware law, the replacement of those duties with contractual standards under our partnership agreement and certain legal rights and remedies available to holders of our common units and subordinated units. For a description of our other relationships with our affiliates, please read "Certain Relationships and Related Party Transactions."

 

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THE OFFERING

Common units offered to the public

  3,000,000 common units.

 

3,450,000 common units if the underwriters exercise in full their option to purchase additional common units from us.

Subordinated units sold to Landmark

 

Concurrently with this offering, Landmark will purchase 2,066,995 subordinated units from us at the initial public offering price of our common units.

Units outstanding after this offering

 

4,702,665 common units and 3,135,109 subordinated units, representing, respectively, a 60% and 40% limited partner interest in us.

 

Landmark Infrastructure Partners GP LLC will hold a non-economic general partner interest in us and all of the incentive distribution rights.

Use of proceeds

 

We expect to receive net proceeds of approximately $50.8 million from the sale of common units offered by this prospectus based on the initial public offering price of $20.00 per common unit (the midpoint of the price range set forth on the cover of this prospectus), after deducting underwriting discounts and commissions, the structuring fee and estimated offering expenses. We intend to use the net proceeds from this offering, together with the proceeds from our sale of subordinated units to Landmark, as follows:

 

to make a distribution to Fund A and Fund D; and

 

to pay commitment fees under our new revolving credit facility.

 

In addition, after amendment and restatement of the assumed secured debt facilities into the new revolving credit facility, we will pay down $19.0 million of outstanding indebtedness under our new revolving credit facility.

 

Please read "Use of Proceeds."

 

If the underwriters exercise in full their option to purchase additional common units, the additional net proceeds to us would be approximately $8.4 million (based on the midpoint of the price range set forth on the cover of this prospectus), after deducting underwriting discounts and commissions, the structuring fee and estimated offering expenses. The net proceeds from any exercise by the underwriters of their option to purchase additional common units from us will be used to redeem from the Contributing Landmark Funds a number of common units equal to the number of common units issued upon exercise of the option at a price per common unit equal to the net proceeds per common unit in this offering before expenses but after deducting underwriting discounts and commissions and the structuring fee.

 

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Cash distributions

 

We intend to pay a minimum quarterly distribution of $0.287500 per unit to the extent we have sufficient available cash at the end of each quarter after establishment of cash reserves and payment of fees and expenses, including payments to our general partner. We refer to this cash amount after reserves and the payment of fees and expenses as "available cash." Our ability to pay the minimum quarterly distribution is subject to various restrictions and other factors described in more detail under the caption "Cash Distribution Policy and Restrictions on Distributions."

 

For the quarter in which this offering closes, we will pay a prorated distribution on our units covering the period from the completion of this offering through December 31, 2014, based on the actual length of that period.

 

In general, we will pay any cash distributions we make each quarter in the following manner:

 

first, to the holders of common units, until each common unit has received a minimum quarterly distribution of $0.287500, plus any arrearages in the payment of the minimum quarterly distribution from prior quarters during the subordination period;

 

second, to the holders of subordinated units until each subordinated unit has received a minimum quarterly distribution of $0.287500; and

 

third, to the holders of common and subordinated units, pro rata, until each unit has received a distribution of $0.330625.

 

If cash distributions to our unitholders exceed $0.330625 per unit in any quarter, our general partner, as the initial holder of the incentive distribution rights will receive increasing percentages, up to 50.0%, of the cash we distribute in excess of that amount. We refer to these distributions as "incentive distributions." In certain circumstances, our general partner, as the initial holder of the incentive distribution rights, has the right to reset the target distribution levels described above to higher levels based on our cash distributions at the time of the exercise of this reset election. Please read "Provisions of Our Partnership Agreement Relating to Cash Distributions."

 

If we do not have sufficient available cash at the end of each quarter, we may, but are under no obligation to, borrow funds to pay the minimum quarterly distribution to our unitholders.

 

The amount of distributable cash flow we must generate to support the payment of the minimum quarterly distribution for four quarters on all of our common units and subordinated units to be outstanding immediately after this offering is approximately $9.0 million (or an average of approximately $2.3 million per quarter).

 

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Pro forma distributable cash flow generated during the twelve months ended September 30, 2014, and the year ended December 31, 2013, was approximately $10.6 million and $9.1 million, respectively. As a result, we would have had sufficient distributable cash flow on a pro forma basis to pay the full minimum quarterly distributions on our common and subordinated units for the twelve months ended September 30, 2014 and for the year ended December 31, 2013. Please read "Cash Distribution Policy and Restrictions on Distributions – Unaudited Pro Forma Distributable Cash Flow for the Twelve Months Ended September 30, 2014, and the Year Ended December 31, 2013."

 

We believe, based on our financial forecast and related assumptions included in "Cash Distribution Policy and Restrictions on Distributions – Estimated Distributable Cash Flow for the Twelve Months Ending December 31, 2015 and the Twelve Months Ending September 30, 2015" that we will generate sufficient distributable cash flow to support the payment of the aggregate minimum quarterly distributions of $2.3 million on all of our common units and subordinated units for the twelve months ending December 31, 2015 and the twelve months ending September 30, 2015. However, we do not have a legal obligation to pay distributions at our minimum quarterly distribution rate or at any other rate except as provided in our partnership agreement, and there is no guarantee that we will pay quarterly cash distributions to our unitholders. Please read "Cash Distribution Policy and Restrictions on Distributions."

Subordinated units

 

Landmark will initially own all of our subordinated units. The principal difference between our common units and subordinated units is that for any quarter during the subordination period, the subordinated units will not be entitled to receive any distribution until the common units have received the minimum quarterly distribution for such quarter plus any arrearages in the payment of the minimum quarterly distribution from prior quarters during the subordination period. Subordinated units will not accrue arrearages.

Conversion of subordinated units

 

The subordination period will end on the first business day after the date that we have earned and paid distributions of at least (1) $1.15 (the annualized minimum quarterly distribution) on each of the outstanding common units and subordinated units for each of three consecutive, non-overlapping four quarter periods ending on or after December 31, 2017, or (2) $1.725 (150% of the annualized minimum quarterly distribution) on each of the outstanding common units and subordinated units and the related distributions on the incentive distribution rights for any four-quarter period ending on or after December 31, 2015, in each case provided there are no arrearages in payment of the minimum quarterly distributions on our common units at that time.

 

The subordination period also will end upon the removal of our general partner other than for cause if no subordinated units or common units held by the holders of subordinated units or their affiliates are voted in favor of that removal.

 

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When the subordination period ends, each outstanding subordinated unit will convert into one common unit, and common units will no longer be entitled to arrearages. Please read "Provisions of Our Partnership Agreement Relating to Cash Distributions – Subordinated Units and Subordination Period."

Limited voting rights

 

Our general partner will manage and operate us. Unlike the holders of common stock in a corporation, our unitholders will have only limited voting rights on matters affecting our business. Our unitholders will have no right to elect our general partner or its directors on an annual or other continuing basis. Our general partner may not be removed except by a vote of the holders of at least 66 2/3% of the outstanding common and subordinated units, voting together as a single class, including any units owned by our general partner and its affiliates. Upon consummation of this offering and after giving effect to the formation transactions, Landmark will own subordinated units representing 40% of our total outstanding common units and subordinated units on an aggregate basis. This ownership percentage will initially give Landmark the ability to prevent the removal of our general partner. Please read "Our Partnership Agreement – Voting Rights."

Issuance of additional units

 

Our partnership agreement authorizes us to issue an unlimited number of additional units without the approval of our unitholders. Our unitholders will not have preemptive or participation rights to purchase their pro rata share of any additional units issued. Please read "Units Eligible for Future Sale" and "Our Partnership Agreement – Issuance of Additional Securities."

Limited call right

 

If at any time our general partner and its affiliates own more than 80% of the outstanding common units, our general partner has the right, but not the obligation, to purchase all of the remaining common units at a price equal to the greater of (1) the average of the daily closing price of our common units over the 20 trading days preceding the date that is three business days before notice of exercise of the call right is first mailed and (2) the highest per-unit price paid by our general partner or any of its affiliates for common units during the 90-day period preceding the date such notice is first mailed. At the completion of this offering and assuming the underwriters' option to purchase additional common units from us is not exercised, our general partner and its affiliates will not own any of our common units (excluding common units distributed to legacy investors in Fund A and Fund D in connection with their contribution of assets to us). After the end of the subordination period (which could occur as early as within the quarter ending December 31, 2015), assuming no additional issuances of common units by us (other than upon the conversion of the subordinated units), Landmark will own 40% of our outstanding common units and therefore would not be able to exercise the call right at that time. Please read "Our Partnership Agreement – Limited Call Right."

 

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Estimated ratio of taxable income to distributions

 

We estimate that if you own the common units you purchase in this offering through the record date for distributions for the period ending December 31, 2017, you will be allocated, on a cumulative basis, an amount of federal taxable income for that period that will be 30% or less of the cash distributed to you with respect to that period. For example, if you receive an annual distribution of $1.15 per unit, we estimate that your average allocable federal taxable income per year will be no more than approximately $0.35 per unit. Thereafter, the ratio of allocable taxable income to cash distributions to you could substantially increase. Please read "Material Federal Income Tax Consequences – Tax Consequences of Unit Ownership – Ratio of Taxable Income to Distributions" for the basis of this estimate.

Material federal income tax consequences

 

For a discussion of the material federal income tax consequences that may be relevant to prospective unitholders who are individual citizens or residents of the United States, please read "Material Federal Income Tax Consequences."

Exchange listing

 

Our common units have been approved for listing on the NASDAQ Global Market under the symbol "LMRK".

 

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SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

       The following table shows summary historical and pro forma combined financial data of our Predecessor, and summary unaudited pro forma combined financial data of Landmark Infrastructure Partners LP for the periods and as of the dates indicated. The summary historical interim combined financial data of our Predecessor as of September 30, 2014, and for the nine months ended, September 30, 2014 and 2013, are derived from the unaudited interim combined financial statements of our Predecessor appearing elsewhere in this prospectus. The summary historical interim balance sheet data of our Predecessor as of September 30, 2013, are derived from the unaudited interim balance sheet not included herein. The summary historical combined financial data of our Predecessor as of, and for the years ended, December 31, 2013 and 2012, are derived from the audited combined financial statements of our Predecessor appearing elsewhere in this prospectus. The following table should be read together with, and is qualified in its entirety by reference to, the historical and unaudited pro forma combined financial statements and the accompanying notes included elsewhere in this prospectus. The table should also be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations."

       The summary unaudited pro forma combined financial data presented in the following table as of, and for the nine months ended, September 30, 2014, and for the year ended December 31, 2013, are derived from the unaudited pro forma combined financial statements included elsewhere in this prospectus. The unaudited pro forma combined balance sheet assumes the offering and the related transactions occurred as of September 30, 2014, and the unaudited pro forma combined statements of operations for the year ended December 31, 2013, and the nine months ended September 30, 2014, assume the offering and the related transactions occurred as of January 1, 2013. These transactions include, and the unaudited pro forma combined financial statements give effect to, the following:

    the contribution by Fund A and Fund D to us of substantially all of their assets and liabilities, including their obligations under their secured debt facilities, in exchange for, in the aggregate, 1,702,665 common units, 1,068,114 subordinated units and cash, which will then be distributed to their respective members, including Landmark, as part of each fund's liquidation;

    the purchase by Landmark from us of an additional 2,066,995 subordinated units for cash at the initial public offering price of our common units;

    our issuance of all the incentive distribution rights to our general partner, which will also retain a non-economic general partner interest in us;

    our issuance of 3,000,000 common units to the public in this offering, representing a 38.3% limited partner interest in us;

    the assumption of the secured debt facilities from Fund A and Fund D, the amendment and restatement of such facilities as a new $190.0 million secured revolving credit facility, and the payment of $19.0 million to the lenders to reduce the outstanding principal amount in respect of such facility;

    the application of the net proceeds from this offering, together with the proceeds from our sale of subordinated units to Landmark as described in "Use of Proceeds";

    our entry into an omnibus agreement with Landmark and each of the Remaining Landmark Funds; and

    the adjustment of the basis of certain contributed assets and liabilities to Landmark's basis, which reflects the change in control of Landmark that occurred in December 2012, as a result of accounting for the transaction as a reorganization of entities under common control pursuant to Accounting Standards Codification 805, Business Combinations (ASC 805).

       The unaudited pro forma combined financial statements do not give effect to an estimated $1.8 million in incremental general and administrative expenses that we expect to incur annually as a result of being a separate publicly traded partnership. In addition, while we give pro forma effect to the costs we will incur under the omnibus

 

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agreement that we will enter into with Landmark and certain of its affiliates, including the Remaining Landmark Funds, at the closing of this offering, those adjustments in the aggregate have yielded a similar result to the costs that our Predecessor incurred historically.

 
  Nine Months Ended September 30,   Year Ended December 31,  
 
  Partnership
Pro Forma
Combined
  Predecessor
Historical Combined
  Partnership
Pro Forma
Combined
  Predecessor
Historical Combined
 
 
  2014   2014   2013   2013   2013   2012  

Statement of Operations Data:

                                     

Revenue

                                     

Rental revenue

  $ 10,022,882   $ 10,010,077   $ 8,522,894   $ 11,833,067   $ 11,887,802   $ 6,414,441  

Interest income on receivables

    562,393     522,994     567,500     792,362     742,185     356,348  
                           

Total revenue

    10,585,275     10,533,071     9,090,394     12,625,429     12,629,987     6,770,789  

Expenses

                                     

Management fees to affiliate

    306,043     306,043     270,314     370,625     370,625     209,091  

Property operating

    21,138     21,138     6,997     6,454     6,454     26,267  

General and administrative

    579,679     579,679     537,030     722,028     722,028     191,293  

Acquisition-related

    29,775     29,775     318,600     318,600     318,600     727,158  

Amortization

    2,599,741     1,937,361     1,689,430     3,254,868     2,313,092     1,381,265  

Impairments

    8,450     8,450     126,500     1,040,437     573,575     183,271  
                           

Total expenses

    3,544,826     2,882,446     2,948,871     5,713,012     4,304,374     2,718,345  

Other income and expenses

                                     

Interest expense

    (2,115,000 )   (3,500,806 )   (2,778,002 )   (2,820,000 )   (3,840,359 )   (1,476,207 )

Unrealized gain (loss) on derivative financial instruments

    11,502     11,502     995,246     1,279,176     1,279,176     (1,016,716 )
                           

Total other income and expenses

    (2,103,498 )   (3,489,304 )   (1,782,756 )   (1,540,824 )   (2,561,183 )   (2,492,923 )
                           

Net income

  $ 4,936,951   $ 4,161,321   $ 4,358,767   $ 5,371,593   $ 5,764,430   $ 1,559,521  
                           
                           

Net income per limited partner unit (basic and diluted):

                                     

Common units

  $ 0.63               $ 0.69              

Subordinated units

    0.63                 0.69              

Balance Sheet Data (End of Period):

                                     

Land and real property interests, before accumulated amortization

  $ 173,365,233   $ 126,628,076   $ 123,390,176         $ 122,955,842   $ 92,777,396  

Land and real property interests, after accumulated amortization

  $ 168,274,035   $ 121,686,260   $ 120,546,948         $ 119,598,353   $ 91,326,506  

Total assets

  $ 185,587,392   $ 142,453,585   $ 141,315,085         $ 138,405,319   $ 133,803,753  

Secured debt facilities

  $ 75,000,000   $ 91,850,894   $ 84,419,665         $ 89,336,688   $ 67,301,683  

Total liabilities

  $ 84,518,576   $ 103,898,733   $ 98,699,234         $ 97,708,413   $ 74,485,876  

Equity

  $ 101,068,816   $ 38,554,852   $ 42,615,851         $ 40,696,906   $ 59,317,877  

Statement of Cash Flow Data:

                                     

Cash flow provided by operating activities

        $ 5,479,720   $ 6,268,163         $ 8,271,287   $ 4,275,673  

Cash flow used in investing activities

        $ (1,894,976 ) $ (23,070,173 )       $ (27,809,401 ) $ (63,953,318 )

Cash flow provided by (used in) financing activities

        $ (4,144,802 ) $ (5,806,768 )       $ (4,672,696 ) $ 84,767,223  

Other Data:

                                     

Total number of leased tenant sites (end of period)

    686     686     672     672     672     501  

EBITDA

  $ 9,651,692   $ 9,599,488   $ 8,826,199   $ 11,446,461   $ 11,917,881   $ 4,416,993  

Adjusted EBITDA

  $ 9,582,144   $ 9,167,486   $ 7,829,685   $ 11,464,090   $ 10,930,271   $ 6,003,895  

(1)
For a definition of the non-GAAP financial measure of EBITDA and Adjusted EBITDA and a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, please read "Selected Historical and Pro Forma Combined Financial Data – Non-GAAP Financial Measures."

 

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RISK FACTORS

       Investing in our common units involves a high degree of risk. You should carefully consider the risks described below with all of the other information included in this prospectus, including the matters addressed under "Forward-Looking Statements," before deciding to invest in our common units. Limited partner interests are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. If any of the following risks actually occur, they may materially harm our results of operations and distributable cash flow. In this event, we might not be able to pay distributions on our common units, the trading price of our common units could decline, and you could lose part or all of your investment.


Risks Related to Our Business

    We may not generate sufficient distributable cash flow to support the payment of the minimum quarterly distribution to our unitholders.

       In order to support the payment of the minimum quarterly distribution of $0.287500 per unit per quarter, or $1.15 per unit on an annualized basis, we must generate distributable cash flow of approximately $2.3 million per quarter, or approximately $9.0 million per year, based on the number of common units and subordinated units to be outstanding immediately after completion of this offering. We may not generate sufficient distributable cash flow each quarter to support the payment of the minimum quarterly distribution. The amount of cash we can distribute on our units principally depends upon the amount of cash we generate from our tenant leases, which may fluctuate from quarter to quarter based on, among other things:

    any cancellations under our tenant leases, which are typically cancelable with 30 to 180 days' prior written notice;

    our lease renewal rate and the turnover rate in our tenant base;

    our ability to identify and secure suitable tenants for sites that may become available for lease;

    the amount and timing of rental payments under our tenant leases, including leases where rent is not paid monthly (such as leases where rent is paid annually);

    our ability to maintain or increase rents on our tenant leases;

    damage to our real property interests and/or our tenants' assets caused by hurricanes, earthquakes, floods, fires, severe weather, explosions and other natural disasters and acts of terrorism; and

    prevailing economic and market conditions in the wireless communication, outdoor advertising and renewable power generation industries, as well as in the broader economy.

       In addition, the actual amount of distributable cash flow we generate will also depend on other factors, some of which are beyond our control, including:

    the amount of our operating expenses and general and administrative expenses, including reimbursements to Landmark, some of which are not subject to any caps or other limits, in respect of those expenses;

    the level of capital expenditures we make;

    the cost of acquisitions, if any;

    our debt service requirements and other liabilities;

    changes in interest rates;

    fluctuations in our working capital needs;

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    our ability to borrow funds and access capital markets;

    restrictions contained in our new revolving credit facility and other debt service requirements;

    the amount of cash reserves established by our general partner; and

    other business risks affecting our cash levels.

    The assumptions underlying the forecast of distributable cash flow that we include in "Cash Distribution Policy and Restrictions on Distributions" are inherently uncertain and subject to significant business, economic, financial, regulatory and competitive risks that could cause our actual distributable cash flow to differ materially from our forecast.

       The forecast of distributable cash flow set forth in "Cash Distribution Policy and Restrictions on Distributions" includes our forecast of our results of operations and distributable cash flow for the twelve months ending December 31, 2015 and the twelve months ending September 30, 2015. Based on this forecast, we would have had sufficient distributable cash flow on a pro forma basis to pay the full minimum quarterly distributions on our common and subordinated units for the twelve months ended September 30, 2014 and for the year ended December 31, 2013. Our ability to pay the full minimum quarterly distribution in the forecast period is based on a number of assumptions that may not prove to be correct and that are discussed in "Cash Distribution Policy and Restrictions on Distributions." Our financial forecast has been prepared by management, and we have neither received nor requested an opinion or report on it from our or any other independent auditor. The assumptions underlying the forecast are inherently uncertain and are subject to business, economic, regulatory and competitive risks, including those discussed in this prospectus, which could cause our actual results to be materially less than the amount forecasted. Investors are cautioned not to place undue reliance on these forward-looking statements in the forecast of distributable cash flow and are advised to carefully review the discussion of forward-looking statements and risk factors in the forecast of distributable cash flow. If we do not generate the forecasted results, we may not be able to make the minimum quarterly distribution or pay any amount on our common units or subordinated units, and the market price of our common units may decline materially.

    The amount of cash we will have available for distribution to unitholders depends primarily on our cash flow rather than on our profitability, which may prevent us from making distributions, even during periods in which we record net income.

       The amount of cash we have available for distribution depends primarily on our cash flow and not solely on profitability, which will be affected by non-cash items. As a result, we may make cash distributions during periods when we record losses for financial accounting purposes and may not make cash distributions during periods when we record net earnings for financial accounting purposes.

    Our right of first offer is subject to risks and uncertainty, and ultimately we may not acquire any of those assets.

       Our omnibus agreement provides us with a right of first offer on certain existing assets of, and certain assets that may be acquired in the future by, the Remaining Landmark Funds. We do not have a current agreement or understanding with Landmark or any of the Remaining Landmark Funds to purchase any of the right of first offer assets. The consummation and timing of any future acquisitions of these assets will depend upon, among other things, Landmark's or the Remaining Landmark Funds' willingness to offer these assets for sale, our ability to negotiate acceptable purchase agreements and commercial agreements with respect to the assets, the ability to obtain third-party consents, which may be necessary to transfer such assets, and our ability to obtain financing on acceptable terms. We can offer no assurance that we will be able to successfully consummate any future acquisitions in keeping with our right of first offer, and Landmark and the Remaining Landmark Funds are under no obligation to accept any offer that we may choose to make. Landmark may also contribute assets to new private funds that it may form that will not be subject to our right of first offer. In addition, we may decide not to exercise our right of first offer if and when any assets are offered for sale, and our decision will not be subject to unitholder approval.

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    Our growth strategy requires access to new capital; unfavorable capital markets could impair our ability to grow.

       We continuously consider and enter into discussions regarding potential acquisitions or growth capital expenditures. Any limitations on our access to new capital will impair our ability to execute this strategy. If the cost of capital becomes too expensive, our ability to develop or acquire strategic and accretive assets will be limited. We may not be able to raise the necessary funds on satisfactory terms, if at all. The primary factors that influence our cost of equity include market conditions, including our then current unit price, fees we pay to underwriters and other offering costs, which include amounts we pay for legal and accounting services. Weak economic conditions and volatility and disruption in the financial markets could increase the cost of raising money in the debt and equity capital markets substantially while diminishing the availability of funds from those markets.

    If we are unable to make accretive acquisitions of real property interests, our growth could be limited.

       We are experiencing increased competition for the types of real property interests we contemplate acquiring. Weak economic conditions and competition for such acquisitions could limit our ability to fully execute our growth strategy. Additionally, Landmark is not restricted from competing with us and has no obligation or duty to present us with acquisition opportunities. It may acquire and sell future real property interests to the Remaining Landmark Funds, other funds that it may sponsor in the future or other third parties. Please read "Conflicts of Interest and Duties."

       If we are unable to make accretive acquisitions from Landmark, the Remaining Landmark Funds or third-parties, because, among other reasons, (i) the Remaining Landmark Funds elect not to sell assets subject to our right of first offer, (ii) Landmark does not offer other acquisition opportunities to us, (iii) we are unable to identify attractive third-party acquisition opportunities, (iv) we are unable to negotiate acceptable purchase contracts with Landmark, the Remaining Landmark Funds or third parties, (v) we are unable to obtain financing for these acquisitions on economically acceptable terms, (vi) we are outbid by competitors or (vii) we are unable to obtain necessary governmental or third-party consents, then our future growth and ability to increase distributions will be limited. Furthermore, even if we do make acquisitions that we believe will be accretive, these acquisitions may nevertheless result in a decrease in the cash generated from operations on a per unit basis. Any acquisition involves potential risk, including, among other things:

    mistaken assumptions about revenue and costs, including potential growth;

    an inability to secure adequate tenant commitments to lease the acquired properties;

    an inability to integrate successfully the assets we acquire;

    the assumption of unknown liabilities for which we are not indemnified or for which our indemnity is inadequate;

    the diversion of management's and employees' attention from other business concerns; and

    unforeseen difficulties of operating in new geographic areas or industries.

    We are dependent on Landmark for acquisitions and our ability to expand may be limited if Landmark's business does not grow as expected.

       A major component of our growth strategy is dependent on acquisitions from Landmark and its affiliates and third parties. We do not have any employees and will rely on Landmark to offer us acquisition opportunities and to provide acquisition services including identifying, underwriting and closing on acquisitions from third parties. If Landmark is unsuccessful in completing acquisitions for us, our growth will be limited.

       Furthermore, our growth strategy depends on the growth of Landmark's business. If Landmark focuses on other growth areas or does not or can not make acquisitions of real property interests in our target industries, we may not be able to fully execute our growth strategy.

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    We have limited experience acquiring real property interests associated with assets in the renewable power generation industry and other fragmented industries and international real property interests.

       Although we believe we will be able to effectively expand into new markets (in particular the renewable power generation industry), our experience in acquiring real property interests in the renewable power generation industry and other fragmented industries, as well as real property interests internationally, is limited. As a result, we may encounter unforeseen difficulties in our efforts to identify essential assets, assess and underwrite the risk levels associated with such assets, negotiate favorable terms with property owners, negotiate favorable terms with operators of these assets, and comply with applicable laws and regulations.

       If we are unable to correctly predict rental rates, cancellation rates, demand, consolidation trends and growth trends in these industries, a material adverse impact on our results of operations and distributable cash flow could result. If we are unable to effectively expand internationally or into the renewable power generation industry and other fragmented industries, our growth rate may be adversely impacted.

    Renewable power generation, including wind and solar power generation, is still in the early stages of its formation, and as such, widespread use of wind and solar generation assets may not develop. Weak growth in the renewable power generation industry could hamper our growth prospects.

       Renewable power generation is only beginning to be implemented in the United States and, as such, renewable power sources such as wind turbines and solar arrays are not widespread. Part of our growth strategy is to continue to acquire real property interests in this industry, and a failure of the renewable power generation industry to grow quickly enough in the United States could negatively impact our future growth and negatively impact our future revenue.

    Increases in interest rates could adversely impact the price of our common units, our ability to issue equity or incur debt for acquisitions or other purposes and our ability to make cash distributions at our intended levels.

       Interest rates on future credit facilities and debt offerings could be higher than current levels, causing our financing costs to increase accordingly. As with other yield-oriented securities, our unit price will be impacted by our level of our cash distributions and our implied distribution yield. The distribution yield is often used by investors to compare and rank yield-oriented securities for investment decision-making purposes. As a result, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our units, and a rising interest rate environment could have an adverse impact on the price of our common units, our ability to issue equity or incur debt for acquisitions or other purposes and our ability to make cash distributions at our intended levels.

    Our debt service payments will reduce our net income. Moreover, we may not be able to meet our debt service obligations and, to the extent that we cannot, we risk the loss of some or all of our assets to foreclosure or sale to satisfy our debt obligations.

       We may not be able to access financing sources on favorable terms, or at all, which could adversely affect our ability to execute our business plan.

       We intend to finance all or a portion of our acquisitions of real property interests through the issuance of debt, credit facility borrowings and a variety of other means. Our ability to access sources of financing will depend on various conditions in the markets for financing in this manner which are beyond our control, including lack of liquidity and greater credit spreads, prevailing interest rates and other factors. We cannot assure prospective investors that any sources of debt financing markets will become or remain an efficient and cost-effective source of long-term financing for our assets. If our current debt financing strategy is not viable, we will have to find alternative forms of financing for our acquisitions. This could require us to incur costlier financing which could result in a material adverse effect on our results of operations and distributable cash flow.

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    Our hedging strategy may be ineffective in reducing the impact of interest rate volatility on our cash flows, which could result in financial losses and adversely impact our distributable cash flow.

       To achieve more predictable cash flow and to reduce our exposure to fluctuations in prevailing market interest rates, we intend to hedge interest rate risks related to a portion of our borrowings over time by means of interest rate swap agreements or other arrangements. To the extent that these derivative instruments are ineffective, fluctuations in market interest rates could result in financial losses and adversely impact our distributable cash flow.

    If we are unable to borrow at favorable rates, we may not be able to acquire new real property interests, which could reduce our income and our ability to make cash distributions to our unitholders.

       If we are unable to borrow money at favorable rates, we may be unable to acquire additional real property interests or refinance loans at maturity. Further, we will amend and restate the secured debt facilities as a new secured revolving credit facility and may enter into other credit arrangements that require us to pay interest on amounts we borrow at variable or "adjustable" rates. Increases in interest rates increase our interest costs. If interest rates are higher when we refinance our loans, our expenses will increase and we may not be able to pass on this added cost in the form of increased rents, thereby reducing our cash flow and the amount available for distribution to you. Further, during periods of rising interest rates, we may be forced to sell one or more of our real property interests in order to repay existing loans, which may not permit us to maximize the return on the particular real property interests being sold.

    Landmark's level of indebtedness, the terms of its borrowings and any future credit ratings could adversely affect our ability to grow our business, our ability to make cash distributions to our unitholders, and our ability to obtain debt financing.

       If the level of Landmark's indebtedness increases significantly in the future, it would increase the risk that Landmark may default on its obligations to us under our omnibus agreement, including its agreement to cap the amount of our reimbursement for general and administrative expenses. The terms of Landmark's indebtedness may limit its ability to borrow additional funds and may impact our operations in a similar manner. If Landmark were to default under its debt obligations, Landmark's creditors could attempt to assert claims against our assets during the litigation of their claims against Landmark. The defense of any such claims could be costly and could materially impact our financial condition, absent any adverse determination. If these claims were successful, our ability to meet our obligations to our creditors, make distributions, and finance our operations could be materially adversely affected.

    The industries in which our tenants and their sub-lessees operate could experience further consolidation, which may put one or more of our tenants or our tenants' sub-lessees at risk of going out of business or significantly changing its operations.

       Existing and potential tenants may enter into joint ventures, mergers, acquisitions or other cooperative agreements with other of our tenants. Such industry consolidation can potentially reduce the diversity of our tenant base and give tenants greater leverage over us, as their landlord, due to overlapping coverage, ability to increase co-location on nearby existing sites and through aggressive lease negotiations on multiple sites. Such actions have the potential to reduce our revenue in the future. Significant consolidation among our tenants in the wireless communication industry (or our tenants' sub-lessees) may result in the decommissioning of certain existing communications sites, because certain portions of these tenants' (or their sub-lessees') networks may be redundant. For example, we expect that T-Mobile's acquisition of MetroPCS (completed in 2013) will potentially result in the termination of certain of MetroPCS's tenant leases included in our asset portfolio. Other recent consolidation events include Sprint's acquisition of the remaining interest in Clearwire (completed in 2013), and AT&T's acquisition of Leap Wireless (completed in 2014). The loss of any one of our large customers as a result of joint ventures, mergers, acquisitions or other cooperative agreements may result in (1) a material decrease in our revenue, (2) an impairment of the value of our real property interests, or (3) other adverse effects to our business. In addition, certain combined companies have undergone or are currently undergoing a modernization of their networks, and these and other tenants and/or sub-lessees could determine not to renew leases with us (or our tenants) as a result. Our future results may be negatively impacted if a significant number of these leases are terminated, and our ongoing contractual revenue would be reduced as a result.

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    Our business depends significantly on the demand for wireless communication and related wireless infrastructure, and we may be adversely affected by any slowdown in such demand. Additionally, a reduction in carrier network investment may materially and adversely affect our business (including reducing demand for new tenant additions or network services).

       We derive a significant amount of our revenue from our real property interests associated with wireless communication and related wireless infrastructure. This infrastructure ultimately depends on the demand for wireless voice and data services by consumers. The willingness of consumers to utilize the existing wireless infrastructure, and the willingness of our tenants to renew or extend existing leases, is affected by numerous factors, including:

    a decrease in consumer demand for wireless services due to general economic conditions or other factors;

    the financial condition of wireless carriers and/or cellular tower operators;

    the ability and willingness of wireless carriers and/or cellular tower operators to maintain or increase capital expenditures on network infrastructure;

    the growth rate of the wireless communication industry or of a particular industry segment;

    mergers or consolidations among wireless carriers and/or cellular tower operators;

    increased use of network sharing, roaming or resale arrangements by wireless carriers;

    delays or changes in the deployment of next generation wireless technologies;

    zoning, environmental, health or other government regulations or changes in the application and enforcement thereof; and

    unforeseen technological changes.

       A slowdown in demand for wireless communication or wireless infrastructure may negatively impact our growth or otherwise have a material adverse effect on our results of operations and distributable cash flow.

    New technologies may significantly reduce demand for our wireless infrastructure or negatively impact our revenue.

       Improvements in the efficiency of wireless networks could reduce the demand for our tenants' wireless infrastructure. For example, signal combining technologies that permit one antenna to service multiple frequencies and, thereby, multiple customers may reduce the need for our tenants' wireless infrastructure. In addition, other technologies, such as Wi-Fi, femtocells, other small cells, or satellite (such as low earth orbiting) and mesh transmission systems may, in the future, serve as substitutes for, or alternatives to, leasing that might otherwise be anticipated on wireless infrastructure had such technologies not existed. Any significant reduction in wireless infrastructure leasing demand resulting from the previously mentioned technologies or other technologies may negatively impact our revenue or otherwise have a material adverse effect on us.

    Our business depends significantly on the demand for outdoor advertising, and we may be adversely affected by any slowdown in such demand. Additionally, a change in advertising strategies and/or zoning regulations may materially and adversely affect our business (including reducing demand for outdoor advertising space).

       We derive a significant amount of our revenue from our real property interests associated with the outdoor advertising industry. The value of these real property interests ultimately depends on the demand for outdoor advertising space and the market rates for advertising. The willingness of advertisers to utilize and willingness of billboard owners to upgrade existing bulletin boards, and the willingness of our tenants to renew or extend existing leases, is affected by numerous factors, including:

    a decrease in advertisers' budgets due to general economic conditions or other factors;

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    the financial condition of outdoor advertising companies and/or their customers;

    the ability and willingness of outdoor advertising companies to maintain or increase capital expenditures on upgrading bulletin billboards to digital billboards;

    mergers or consolidations among outdoor advertising companies;

    zoning, environmental, health or other government regulations or changes in the application and enforcement thereof; and

    unforeseen technological changes.

       A slowdown in demand for outdoor advertising may negatively impact our growth or otherwise have a material adverse effect on our results of operations and distributable cash flow.

    Due to the long-term expectations of revenue from tenant leases, our results are sensitive to the creditworthiness and financial strength of our tenants and their sub-lessees.

       Due to the long-term nature of our tenant leases and their sub-leases, our performance is dependent on the continued financial strength of our tenants and their sub-lessees, many of whom operate with substantial leverage. Many tenants and potential tenants rely on capital raising activities to fund their operations and capital expenditures, and downturns in the economy or disruptions in the financial and credit markets may make it more difficult and more expensive to raise capital. If our tenants or sub-lessees (or potential tenants or sub-lessees) are unable to raise adequate capital to fund their business plans, they may reduce their spending, which could materially and adversely affect demand for our sites and equipment upgrades. If, as a result of a prolonged economic downturn or otherwise, one or more of our tenants experienced financial difficulties or filed for bankruptcy, it could result in uncollectible accounts receivable and an impairment of our deferred rent asset. In addition, it could result in the loss of significant customers and all or a portion of our anticipated lease revenue from certain tenants, all of which could have a material adverse effect on our business, results of operations and cash flows.

    A tenant bankruptcy or insolvency could result in the termination of such tenant's lease, which could reduce revenue.

       Upon the bankruptcy of a tenant, typically the tenant would have the right to assume or reject the tenant's lease at its option and we would not be permitted to terminate the tenant's lease solely on the basis of such bankruptcy. The tenant will have until 120 days after the filing of bankruptcy to make a decision on assumption or rejection, subject to further extension of such time period by the bankruptcy court. In addition, contractual restrictions on the assignment of an unexpired lease of a bankrupt tenant are typically not enforceable. If a bankrupt tenant rejects a tenant lease, applicable provisions of the Bankruptcy Code will limit our claim for damages to the greater of any unpaid rent due under the lease on the earlier of (i) the date of filing of the bankruptcy case, or (ii) the date on which the leased property was repossessed or surrendered, plus (a) the "rent reserved" by the rejected lease for one year, or (b) for 15% of the remainder of the lease, not to exceed three years from the commencement of the case or the surrender of the property plus unpaid rent accrued prior to such date. These limitations could substantially reduce the claim we would be entitled to assert against the bankrupt tenant in the event the lease is rejected. Furthermore, even this limited claim for rent may not be fully paid in a bankruptcy proceeding, as such claim would share pro rata in recovery with all other general unsecured claims. Such provisions would result in a loss of significant anticipated lease revenue to us and adversely affect our revenue.

    The bankruptcy or insolvency of an underlying property owner could result in the termination of our easement, lease assignment, or other real property interest.

       Upon the bankruptcy of an underlying property owner, typically the property owner would have the right to assume or reject, at its option, any executory contracts. If a judge in a bankruptcy proceeding were to find that our real property interests are executory contracts, the underlying property owner would have the right to assume or reject such contracts in accordance with the bankruptcy rules. If a bankruptcy court finds that our real property interests are executory

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contracts and the underlying property owner rejects our contract, our remedies and claims for damages may be limited under bankruptcy law. Such events could have a material adverse impact on our business, results of operations and distributable cash flows.

    Substantially all of our tenant leases may be terminated upon 30 to 180 days' notice by our tenants, and unexpected lease cancellations could materially impact our cash flow from operations.

       Most of our tenant leases permit our tenants to cancel the lease at any time with prior written notice. The termination provisions vary from lease to lease, but substantially all of our tenant leases require only 30 to 180 days' advance notification. Cancellations are determined by the tenants themselves in their sole discretion. For instance, both wireless infrastructure and billboard sites are independently assessed by tenants for their ability to provide coverage and/or visibility. This assessment is made prior to construction or installation of the asset and there is no guarantee such coverage will remain static in the future due to independent developments, technological developments, foliage growth or other physical changes in the landscape that are unforeseeable and out of our control. Such results could lead to site removal or relocation to a more suitable location, leading to a reduction in our revenue. Any cancellations will adversely affect our revenue and cash flow, and a significant number of cancellations could materially impact our ability to pay distributions to our unitholders.

    Our tenants may be exposed to force majeure events and other unforeseen events for which tenant insurance may not provide adequate coverage. Additionally, local restrictions may prevent or inhibit re-building efforts, particularly with outdoor advertising.

       The sites underlying our real property interests are subject to risks associated with natural disasters, such as ice and wind storms, fires, tornadoes, floods, hurricanes and earthquakes, as well as other unforeseen damage. Should such a disaster cause damage to one of our tenant's sites, certain of our tenant leases allow the tenant to either terminate the lease or withhold rent payments until the site is restored to its original condition. While our tenants generally maintain insurance coverage for natural disasters, they may not have adequate insurance to cover the associated costs of repair or reconstruction for a future major event. Further, in the event of any damage to our tenants' assets, federal, state and local regulations may restrict the ability to repair or rebuild damaged assets – especially billboards or other signs, which are subject to significant regulations. If our tenants are unwilling or unable to repair or rebuild due to damage, we may experience losses in revenue due to terminated tenant leases and/or lease payments that are withheld pursuant to the terms of the tenant lease while the site is repaired.

    Our tenants may experience equipment failure, which could lead to the termination of our tenant leases.

       Our tenants' assets are subject to a risk of equipment failure due to wear and tear, latent defect, design error or operator error, or early obsolescence. Additionally, substantially all of our tenant leases allow our tenants to terminate the lease upon 30 to 180 days' notice. If our tenants choose to terminate their leases with us following an equipment failure, it could have a material adverse effect on our assets, liabilities, results of operations and cash flows.

    In the event infrastructure assets associated with certain of our real property interests are removed, replacement costs and governmental regulations may delay, restrict, prohibit, or substantially raise the cost of the installation of a similar infrastructure asset.

       Upon the expiration or termination of a tenant's lease, most of our tenants have the right to remove their infrastructure assets associated with our real property interests, which are frequently subject to federal, state and local regulations, such as restrictive zoning. In the event that a tenant exercises its right or fulfills its obligation (as applicable) to remove its equipment, we would be unable to prevent such removal. There could be delays or significant costs associated with replacing the equipment and re-leasing that property, or replacement may be legally impossible. For example, if a legal nonconforming ("grandfathered") billboard is removed, zoning regulations do not allow a replacement billboard to be constructed. Such events could have a material adverse impact on our business, results of operations and distributable cash flows.

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    Our tenants, as well as their sub-lessees, are subject to governmental regulations, which may restrict their ability to operate.

       Our tenants, as well as their sub-lessees, may be subject to numerous federal, state and local regulations. For example, the outdoor advertising industry is subject to numerous restrictions, which has made it increasingly difficult to develop new outdoor advertising structures and sites. Changes in laws and regulations affecting outdoor advertising at any level of government, or increases in the enforcement of regulations could lead to the removal or modification of outdoor adverting structures and sites.

       If our tenants are unable to obtain acceptable arrangements or compensation in circumstances in which their advertising structures and sites are subject to removal or modification, it could have an adverse effect on our tenants', and in turn our own, business, results of operations and cash flow. In addition, governmental regulation of advertising displays could limit our tenants' installation of new advertising displays, restrict advertising displays to governmentally controlled sites or permit the installation of advertising displays in a manner that benefits our tenants' competitors disproportionately, any of which could have an adverse effect on our tenants', and in turn our own, business, results of operations and cash flow.

       Our other tenants, including those in the cellular tower and renewable power generation industries, are also subject to significant governmental regulations, which may impede or hamper their business operations or ability to grow. As legal requirements frequently change and are subject to interpretation and discretion, we may be unable to predict the ultimate cost of compliance with these requirements or their effect on our operations. Any new law, rule or regulation could require additional expenditure to achieve or maintain compliance or could adversely impact our tenants' ability to generate and deliver energy.

       Additionally, some of our tenants or their sub-lessees are required to maintain licenses, permits and governmental approvals for operation. Some of the licenses, permits and governmental approvals necessary to our tenants' operations may contain conditions and restrictions, or may have limited terms. If our tenants or their sub-lessees fail to satisfy the conditions or comply with the restrictions imposed by such licenses, permits and governmental approvals, or the restrictions imposed by any statutory or regulatory requirements, they may become subject to regulatory enforcement action and the operation of their assets could be adversely affected or be subject to fines, penalties or additional costs or revocation of regulatory approvals, permits or licenses. If this were to happen, the ability of these tenants or their sub-lessees to continue to operate under our tenant leases may be jeopardized, which could adversely affect our revenue and cash flow.

    A substantial portion of our revenue is derived from a small number of customers, and the loss, consolidation or financial instability of any of our limited number of customers may materially decrease revenue or reduce demand for our wireless infrastructure and network services.

       For the nine months ended September 30, 2014, 71% of our combined revenue was derived from T-Mobile, Verizon, Sprint, AT&T Mobility, and Crown Castle (or their affiliates), which represented 19%, 16%, 13%, 12%, and 11%, respectively, of our combined revenue. The loss of any one of our large customers as a result of consolidation, merger, bankruptcy, insolvency, network sharing, roaming, joint development, resale agreements by our customers or otherwise may result in (1) a material decrease in our revenue, (2) uncollectible account receivables, (3) an impairment of our deferred site rental receivables, wireless infrastructure assets, site rental contracts or customer relationships intangible assets, or (4) other adverse effects to our business. We cannot guarantee that contracts with our major customers will not be terminated or that these customers will renew their contracts with us. Additionally, our tenant leases with affiliates and subsidiaries of large, nationally-recognized companies may not provide for full recourse to the larger, more creditworthy parent entities affiliated with our lessees. In addition to our four largest customers in the U.S., we also derive a portion of our revenue and anticipated future growth from customers offering or contemplating offering emerging wireless services; such customers are smaller and have less financial resources than our Tier 1 tenants, have business models which may not be successful, or may require additional capital. Please read Note 13 to the Notes to our Predecessor's Combined Financial Statements included elsewhere in this prospectus.

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    Our real property interests currently have significant concentration in a small number of top Basic Trading Areas ("BTAs").

       Real property interests in the top 10 BTAs currently account for approximately 50% of our adjusted quarterly revenue. The New York BTA is our top BTA and accounted for 21% of our adjusted quarterly revenue for the three months ended September 30, 2014. The Chicago BTA accounted for 11% of our adjusted quarterly revenue and no other single BTA accounted for more than 10% of our adjusted quarterly revenue for the three months ended September 30, 2014. We are susceptible to adverse developments in the economy, weather conditions, competition, consumer preferences, demographics, or other factors in these major metropolitan areas. Due to our susceptibility to such adverse developments, there can be no assurance that the current geographic concentration of our business will not have a material adverse effect on our results of operations and distributable cash flow.

    If our tenant leases are not renewed with similar terms, rental rates or at all, our future revenue may be materially affected.

       Approximately 21% of our tenant leases will be subject to extension over the next 12 months. Our tenants are under no obligation to extend their tenant leases. In addition, there is no assurance that current tenants will renew their current leases with similar terms or rental rates, or even at all. The extension, renewal, or replacement of existing leases depends on a number of factors beyond our control, including the level of existing and new competition in our markets, the macroeconomic factors affecting lease economics for our current and potential customers, the balance of supply and demand, on a short-term, seasonal and long-term basis, in our markets, the extent to which customers in our markets are willing to contract on a long-term basis, and the effects of federal, state or local regulations on the contracting practices of our customers.

       Unsuccessful negotiations could potentially reduce revenue generated from the assets and could have a material adverse effect on our results of operations and distributable cash flow.

    We may mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets without prior approval of our unitholders.

       We may mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets without prior approval of our unitholders. For example, our new revolving credit facility will be secured by substantially all of our assets. If we were to decide at any time to incur debt and secure our obligations or indebtedness by all or substantially all of our assets, and if we were unable to satisfy such obligations or repay such indebtedness, the lenders could seek to foreclose on our assets. The lenders could also sell all or substantially all of our assets under such foreclosure or other realization upon those encumbrances without prior approval of our unitholders, which would adversely affect the price of our common units.

    Restrictions in our new revolving credit facility could adversely affect our results of operations, distributable cash flow and the value of our units.

       We will be dependent upon the earnings and cash flow generated by our operations in order to meet any debt service obligations and to allow us to make cash distributions to our unitholders. We expect to amend and restate the secured debt facilities as a new secured revolving credit facility concurrently with the closing of this offering. The operating and financial restrictions and covenants in our new revolving credit facility and any future financing agreements could restrict our ability to finance our future operations or capital needs or to expand or pursue our business activities, which may, in turn, limit our ability to make cash distributions to our unitholders.

       The provisions of our new revolving credit facility could affect our ability to obtain future financing and pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions. In addition, a failure to comply with the provisions of our new revolving credit facility could result in an event of default which would enable our lenders to declare the outstanding principal of that debt, together with accrued interest, to be immediately due and payable. If the payment of our debt is accelerated, defaults under our other debt instruments, if any, may be triggered, and our assets may be insufficient to repay such debt in full, and the holders of our units could

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experience a partial or total loss of their investment. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources" for additional information about our new revolving credit facility.

    Certain of our real property interests are subordinated to senior debt such as mortgages, which, if we fail to obtain a non-disturbance agreement, could foreclose on our real property interests if the underlying property owner defaults on the mortgage.

       While we make an effort to obtain non-disturbance agreements on the real property interests we acquire, sometimes we are unable to do so. Under certain circumstances and in the absence of a non-disturbance agreement, if the underlying property owner fails to comply with or make payments under debt arrangements senior to us, an event of default may result, which would allow the creditors to foreclose on any of our real property interests associated with that site. Any such default or foreclosure could have a material adverse effect on our results of operations and distributable cash flow.

    We expect to incur a significant amount of debt to finance our portfolio which may subject us to an increased risk of loss or adversely affect the return on our investments.

       We expect to incur a significant amount of debt to finance our operations. We expect to finance our acquisitions through the issuance of debt, borrowing under credit facilities, and other arrangements. We anticipate that the leverage we employ will vary depending on our ability to sell our debt, obtain credit facilities, the loan-to-value and debt service coverage ratios of our assets, the yield on our assets, the targeted leveraged return we expect from our portfolio and our ability to meet ongoing covenants related to our asset mix and financial performance. It is possible that substantially all of our assets might be pledged as collateral for our borrowings. Our results of operations and distributable cash flow may be adversely affected to the extent that changes in market conditions cause the cost of our financing to increase.

    If we are unable to protect our rights to our real property interests, our business and operating results could be adversely affected.

       Our real property interests consist primarily of rights under leases and long-term or perpetual easements. A loss of these interests at a particular site may interfere with our ability to generate revenue. For various reasons, we may not always have the ability to access, analyze and verify all information regarding zoning and other issues prior to completing an acquisition of real property interests, which can affect our rights to access and lease a site. Our inability to protect our rights to our real property interests may have a material adverse effect on our results of operations and distributable cash flow.

       The value of our real property interests are affected by a number of factors, including changes in the general economic climate, local conditions (such as an oversupply of, or a reduction in demand for, our real property interest), competition based on rental rates, attractiveness and location of the properties, physical condition of the properties, financial condition of buyers and sellers of properties, and changes in operating costs. If our real property interests do not generate sufficient revenue to meet their operating expenses, including debt service, our cash flow and ability to pay distributions to unitholders will be adversely affected. Real estate values are also affected by such factors as government regulations, interest rate levels, the availability of financing, participation by other investors in the financial markets and potential liability under changing laws. Under eminent domain laws, governments can take real property without the owner's consent, sometimes for less compensation than the owner believes the property is worth. In addition, the breach of our easement or lease assignment by an underlying property owner or a tenant could interfere with our operations. Any of these factors could have an adverse impact on our business, financial condition, results of operations or distributable cash flow.

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    We may be subject to unanticipated liabilities as a result of our real property interests.

       We own real property interests and are parties to contracts with unrelated parties such as tenants. We may be involved in disputes and other matters with property owners, tenants, their respective employees and agents, and other unrelated parties, such as tort claims related to hazardous conditions, foreclosure actions and access disputes. We cannot assure you that we will not become subject to material litigation or other liabilities. If these liabilities are not adequately covered by insurance, they could have a material adverse impact on our results of operations and distributable cash flow.

    Our real property interests generally do not make us contractually responsible for the payment of real property taxes. If the responsible party fails to pay real property taxes, the resulting tax lien could put our real property interest in jeopardy.

       Substantially all of our real property interests are subject to effectively triple net lease arrangements under which we are not responsible for paying real property taxes. If the property owner or tenant fails to pay real property taxes, any lien resulting from such unpaid taxes would be senior to our real property interest in the applicable site. Failure to pay such real property taxes could result in our real property interest being impaired or extinguished, or we may be forced to incur costs and pay the real property tax liability to avoid impairment of our assets.

    Our tenant leases generally make our tenants contractually responsible for payment of taxes, maintenance, insurance and other similar expenditures associated with our tenants' infrastructure assets. If our tenants fail to pay these expenses as required, it could result in a material adverse impact on our results of operations and distributable cash flow.

       As part of our effectively triple net lease arrangements, our tenant lease agreements typically make our tenants contractually responsible for payment of taxes, maintenance, insurance and other similar expenditures associated with our tenants' infrastructure assets. If our tenants fail to pay these expenses as required, it could result in a diminution in the value of the infrastructure asset associated with our real property interest and have a material adverse impact on our results of operations and distributable cash flow.

    If radio frequency emissions from wireless handsets or equipment on wireless infrastructure are demonstrated to cause negative health effects, potential future claims could adversely affect our tenants' operations, costs or revenue.

       The potential connection between radio frequency emissions and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years, and numerous health-related lawsuits have been filed against wireless carriers and wireless device manufacturers. We cannot guarantee that claims relating to radio frequency emissions will not arise in the future or that the results of such studies will not be adverse to us or our tenants.

       Public perception of possible health risks associated with wireless communication may slow or diminish the growth of wireless carriers, which may in turn impact our revenue. In particular, negative public perception of, and regulations regarding, these perceived health risks may slow or diminish the market acceptance of wireless communication services and increase opposition to the development and expansion of wireless antenna sites. If a scientific study or court decision resulted in a finding that radio frequency emissions posed health risks to consumers, it could negatively impact the market for wireless services, as well as our wireless carrier tenants, which could materially and adversely affect our business, results of operations and distributable cash flow.

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    If we fail to develop or maintain an effective system of internal controls, we may not be able to report our financial results accurately or prevent fraud, which would likely have a negative impact on the market price of our common units.

       Prior to this offering, we have not been required to file reports with the SEC. Upon the completion of this offering, we will become subject to the public reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We prepare our financial statements in accordance with GAAP, but our internal accounting controls may not currently meet all standards applicable to companies with publicly traded securities. Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and to operate successfully as a publicly traded partnership. Our efforts to develop and maintain our internal controls may not be successful, and we may be unable to maintain effective controls over our financial processes and reporting in the future or to comply with our obligations under Section 404 of the Sarbanes-Oxley Act of 2002, which we refer to as Section 404. For example, Section 404 will require us, among other things to annually review and report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal controls over financial reporting. We must comply with Section 404 (except for the requirement for an auditor's attestation report, as described below) beginning with our fiscal year ending December 31, 2015. Any failure to develop, implement or maintain effective internal controls or to improve our internal controls could harm our operating results or cause us to fail to meet our reporting obligations. Given the difficulties inherent in the design and operation of internal controls over financial reporting, we can provide no assurance as to our, or our independent registered public accounting firm's, conclusions about the effectiveness of our internal controls, and we may incur significant costs in our efforts to comply with Section 404. Ineffective internal controls will subject us to regulatory scrutiny and a loss of confidence in our reported financial information, which could have an adverse effect on our business and would likely have a negative effect on the trading price of our common units.

    For as long as we are an emerging growth company, we will not be required to comply with certain disclosure requirements that apply to other public companies.

       In April 2012, President Obama signed into law the Jumpstart Our Business Startups Act, or "JOBS Act." For as long as we remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to provide an auditor's attestation report on management's assessment of the effectiveness of our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act and remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.0 billion of revenue in a fiscal year, have more than $700.0 million in market value of our limited partner interests held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

       In addition, the JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected to "opt out" of this exemption and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

       To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our common units to be less attractive as a result, there may be a less active trading market for our common units and our trading price may be more volatile.

    We may incur asset impairment charges, which could result in a significant reduction to our earnings.

       We review our assets annually to determine if any are impaired, or more frequently in the event of circumstances indicating potential impairment. These circumstances could include a decline in our actual or expected future cash flow or income, a significant adverse change in the business climate, a decline in market capitalization, or slower growth rates in our industry, among others. If we determine that an asset is impaired, we may be required to record a non-cash impairment charge which would reduce our earnings and negatively impact our results of operations.

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    Terrorist or cyber-attacks and threats, or escalation of military activity in response to these attacks, could have a material adverse effect.

       Terrorist attacks and threats, cyber-attacks, or escalation of military activity in response to these attacks, may have significant effects on general economic conditions, fluctuations in consumer confidence and spending and market liquidity, each of which could materially and adversely affect our business. Strategic targets, such as communication-related assets and power generation assets, may be at greater risk of future terrorist or cyber-attacks than other targets in the United States. We do not maintain specialized insurance for possible liability or loss resulting from a cyber-attack on our assets that may shut down all or part of our business. It is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our results of operations and distributable cash flow.

    While our agreements with our lessees, property owners and other surface owners generally include environmental representations, warranties, and indemnities to minimize the extent to which we may be financially responsible for liabilities arising under environmental laws, unforeseen liabilities under these laws could have a material adverse effect on our results of operations and distributable cash flow.

       Laws and regulations governing the discharge of materials into the environment or otherwise relating to the protection of the environment are applicable to our business and operations, and also to the businesses and operations of our lessees, property owners and other surface owners or operators. Federal, state and local government agencies issue regulations that often require difficult and costly compliance measures that carry substantial administrative, civil and criminal penalties and that may result in injunctive obligations for non-compliance. These laws and regulations often require permits before operations commence, restrict the types, quantities and concentrations of various substances that can be released into the environment, require remediation of released substances, and limit or prohibit construction or operations on certain lands (e.g. wetlands). We do not conduct any operations on our properties, but we or our tenants may maintain small quantities of materials that, if released, would be subject to certain environmental laws. Similarly, our property owners, lessees and other surface interest owners may have liability or responsibility under these laws which could have an indirect impact on our business. These laws include but are not limited to the federal Resource Conservation and Recovery Act ("RCRA"), and comparable state statutes and regulations promulgated thereunder (which impose requirements on the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes) and the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), and analogous state laws (which generally impose liability, without regard to fault or legality of the original conduct, on classes of persons who are considered to be responsible for the release of hazardous substances into the environment, including the current and former owners or operators of a site. It is not uncommon for neighboring property owners and other third-parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. Therefore, governmental agencies or third parties may seek to hold us, our lessees, property owners and other surface interest owners responsible under CERCLA and comparable state statutes for all or part of the costs to cleanup sites at which hazardous substances have been released. Our agreements with our lessees, counterparties and other surface owners generally include environmental representations, warranties, and indemnities to minimize the extent to which we may be financially responsible for liabilities arising under these laws.


Risks Inherent in an Investment in Us

    Our general partner and its affiliates, including Landmark, have conflicts of interest with us and limited fiduciary duties to us and our unitholders, and they may favor their own interests to our detriment and that of our unitholders. Additionally, we have no control over the business decisions and operations of Landmark, and Landmark is under no obligation to adopt a business strategy that favors us.

       Following the offering, Landmark will own a 40% limited partner interest in us and will own and control our general partner through a non-economic interest in us. Although our general partner has a duty to manage us in a manner that is in the best interests of our partnership and our unitholders, the directors and officers of our general partner also have a duty to manage our general partner in a manner that is in the best interests of its owner, Landmark. Conflicts of interest may arise between Landmark and its affiliates, including our general partner, on the one hand, and us and our

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unitholders, on the other hand. In resolving these conflicts, the general partner may favor its own interests and the interests of its affiliates, including Landmark, over the interests of our common unitholders. These conflicts include, among others, the following situations:

    neither our partnership agreement nor any other agreement requires Landmark to pursue a business strategy that favors us or utilizes our assets, which could involve decisions by Landmark to pursue and grow particular markets, or undertake acquisition opportunities for itself;

    Landmark may be constrained by the terms of its debt instruments from taking actions, or refraining from taking actions, that may be in our best interests;

    our partnership agreement replaces the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing its duties, limiting our general partner's liabilities and restricting the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty;

    except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval;

    our general partner will determine the amount and timing of asset purchases and sales, borrowings, issuance of additional partnership securities and the creation, reduction or increase of cash reserves, each of which can affect our distributable cash flow;

    our general partner will determine the amount and timing of many of our cash expenditures and whether a cash expenditure is classified as an expansion capital expenditure, which would not reduce operating surplus, or a maintenance capital expenditure, which would reduce our operating surplus. This determination can affect the amount of available cash from operating surplus that is distributed to our unitholders and to our general partner, the amount of adjusted operating surplus generated in any given period and the ability of the subordinated units to convert into common units;

    our general partner will determine which costs incurred by it are reimbursable by us;

    our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make a distribution on the subordinated units, to make incentive distributions or to accelerate expiration of the subordination period;

    our partnership agreement permits us to classify up to $10.0 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on our subordinated units or to our general partner in respect of the incentive distribution rights;

    our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;

    our general partner intends to limit its liability regarding our contractual and other obligations;

    our general partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if it and its affiliates own more than 80% of the common units;

    our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates, including our commercial agreements with Landmark;

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    our general partner decides whether to retain separate counsel, accountants or others to perform services for us; and

    our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our general partner's incentive distribution rights without the approval of the conflicts committee of the board of directors of our general partner (which we refer to as our "conflicts committee"), or our unitholders. This election may result in lower distributions to our common unitholders in certain situations.

       Under the terms of our partnership agreement, the doctrine of corporate opportunity, or any analogous doctrine, does not apply to our general partner or any of its affiliates, including Landmark, and their respective executive officers, directors and owners. Any such person or entity that becomes aware of a potential transaction, agreement, arrangement or other matter that may be an opportunity for us will not have any duty to communicate or offer such opportunity to us. Landmark will continue to manage the operation of the Remaining Landmark Funds (including any similar investment funds formed in the future) and will be under no obligation to provide acquisition opportunities to us. Any such person or entity will not be liable to us or to any limited partner for breach of any fiduciary duty or other duty by reason of the fact that such person or entity pursues or acquires such opportunity for itself, directs such opportunity to another person or entity or does not communicate such opportunity or information to us. This may create actual and potential conflicts of interest between us and affiliates of our general partner and result in less than favorable treatment of us and our unitholders. Please read "Certain Relationships and Related Party Transactions – Agreements Governing the Transactions – Omnibus Agreement" and "Conflicts of Interest and Duties."

    Our general partner intends to limit its liability regarding our obligations.

       Our general partner intends to limit its liability under contractual arrangements so that the counterparties to such arrangements have recourse only against our assets, and not against our general partner or its assets. Our general partner may therefore cause us to incur indebtedness or other obligations that are nonrecourse to our general partner. Our partnership agreement permits our general partner to limit its liability, even if we could have obtained more favorable terms without the limitation on liability. In addition, we are obligated to reimburse or indemnify our general partner to the extent that it incurs obligations on our behalf. Any such reimbursement or indemnification payments would reduce the amount of cash otherwise available for distribution to our unitholders.

    Our management has no experience in managing our business as a U.S. publicly traded partnership.

       Our executive management team and internal accounting staff have no experience in managing our business and reporting as a U.S. publicly traded partnership. As a result, we may not be able to anticipate or respond to material changes or other events in our business as effectively as if our executive management team and accounting staff had such experience. Furthermore, growth projects may place significant strain on our management resources, thereby limiting our ability to execute our day-to-day business activities.

    You will experience immediate and substantial dilution in pro forma net tangible book value of $28.40 per common unit.

       The assumed initial public offering price of $20.00 per common unit (the midpoint of the price range set forth on the cover of this prospectus) exceeds our pro forma net tangible book value of $(8.40) per unit. Based on the assumed initial public offering price of $20.00 per common unit, you will incur immediate and substantial dilution of $28.40 per common unit. This dilution results primarily because our assets are recorded in accordance with GAAP at their historical cost and not their fair value. Please read "Dilution."

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    Our partnership agreement requires that we distribute all of our available cash, which could limit our ability to grow and make acquisitions.

       Our partnership agreement requires that we distribute all of our available cash to our unitholders. As a result, we expect to rely primarily upon external financing sources, including commercial bank borrowings and the issuance of debt and equity securities, to fund our acquisitions and expansion capital expenditures. Therefore, to the extent we are unable to finance our growth externally, our cash distribution policy will significantly impair our ability to grow. In addition, because we will distribute all of our available cash, our growth may not be as fast as that of businesses that reinvest their available cash to expand ongoing operations. To the extent we issue additional units in connection with any acquisitions or expansion capital expenditures, the payment of distributions on those additional units may increase the risk that we will be unable to maintain or increase our per unit distribution level. There are no limitations in our partnership agreement on our ability to issue additional units, including units ranking senior to our common units as to distributions or in liquidation or that have special voting rights and other rights, and our unitholders will have no preemptive or other rights (solely as a result of their status as unitholders) to purchase any such additional units. The incurrence of additional commercial borrowings or other debt to finance our growth strategy would result in increased interest expense, which, in turn, may reduce the amount of cash that we have available to distribute to our unitholders.

    Our partnership agreement replaces our general partner's fiduciary duties to holders of our common units with contractual standards governing its duties.

       Delaware law provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary duties otherwise owed by the general partner to limited partners and the partnership, provided that partnership agreements may not eliminate the implied contractual covenant of good faith and fair dealing. This implied covenant is a judicial doctrine utilized by Delaware courts in connection with interpreting ambiguities in partnership agreements and other contracts and does not form the basis of any separate or independent fiduciary duty in addition to the express contractual duties set forth in our partnership agreement. Under the implied contractual covenant of good faith and fair dealing, a court will enforce the reasonable expectations of the parties where the language in the partnership agreement does not provide for a clear course of action.

       As permitted by Delaware law, our partnership agreement contains provisions that eliminate the fiduciary standards to which our general partner would otherwise be held by state fiduciary duty law and replaces those duties with several different contractual standards. For example, our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner, free of any duties to us and our unitholders. This provision entitles our general partner to consider only the interests and factors that it desires and relieves it of any duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or our limited partners. By purchasing a common unit, a unitholder is treated as having consented to the provisions in our partnership agreement, including the provisions discussed above. Please read "Conflicts of Interest and Duties – Duties of the General Partner."

    Our partnership agreement restricts the remedies available to holders of our common and subordinated units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.

       Our partnership agreement contains provisions that restrict the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty under state fiduciary duty law. For example, our partnership agreement:

    provides that whenever our general partner makes a determination or takes, or declines to take, any other action in its capacity as our general partner, our general partner is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the determination or the decision to take or decline to take such action was in the best interests of our partnership, and will not be subject to any other or different standard imposed by our partnership agreement, Delaware law, or any other law, rule or regulation, or at equity;

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    provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith;

    provides that our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and

    provides that our general partner will not be in breach of its obligations under our partnership agreement or its fiduciary duties to us or our limited partners if a transaction with an affiliate or the resolution of a conflict of interest is approved in accordance with, or otherwise meets the standards set forth in, our partnership agreement.

       In connection with a situation involving a transaction with an affiliate or a conflict of interest, our partnership agreement provides that any determination by our general partner must be made in good faith, and that our conflicts committee and the board of directors of our general partner are entitled to a presumption that they acted in good faith. In any proceeding brought by or on behalf of any limited partner or the partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Please read "Conflicts of Interest and Duties."

    Cost reimbursements, which will be determined in our general partner's sole discretion, and fees due to our general partner and its affiliates for services provided will be substantial and will reduce the amount of cash we have available for distribution to you.

       Under our partnership agreement, we are required to reimburse our general partner and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations. Except to the extent specified under our omnibus agreement, our general partner determines the amount of these expenses. Under the omnibus agreement that we will enter into at the closing of this offering, we will agree to reimburse Landmark for expenses related to certain general and administrative services Landmark will provide to us in support of our business, subject to a quarterly cap equal to the greater of $162,500 and 3% of our revenue during the preceding calendar quarter. This cap on expenses will last until the earlier to occur of: (i) the date on which our revenue for the immediately preceding four consecutive fiscal quarters exceeded $80.0 million and (ii) the fifth anniversary of the closing of this offering. Some of the costs and expenses for which we are required to reimburse our general partner and its affiliates are not subject to any caps or other limits. Payments to our general partner and its affiliates will be substantial and will reduce the amount of cash we have available to distribute to unitholders.

    Unitholders have very limited voting rights and, even if they are dissatisfied, they cannot remove our general partner without its consent.

       Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management's decisions regarding our business. For example, unlike holders of stock in a public corporation, unitholders will not have "say-on-pay" advisory voting rights. Unitholders did not elect our general partner or the board of directors of our general partner and will have no right to elect our general partner or the board of directors of our general partner on an annual or other continuing basis. The board of directors of our general partner is chosen by the member of our general partner, which is a wholly owned subsidiary of Landmark. Furthermore, if the unitholders are dissatisfied with the performance of our general partner, they will have little ability to remove our general partner. As a result of these limitations, the price at which our common units will trade could be diminished because of the absence or reduction of a takeover premium in the trading price.

       Our unitholders will be unable initially to remove our general partner without its consent because our general partner and its affiliates will own sufficient units upon completion of the offering to be able to prevent its removal. The vote of the holders of at least 66 2/3% of all outstanding common units and subordinated units voting together as a single class is required to remove our general partner. After the formation transactions and the closing of this offering,

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Landmark will own collectively 100% of our subordinated units, which represents a 40% limited partner interest in us. Also, if our general partner is removed without cause during the subordination period and common units and subordinated units held by our general partner and its affiliates are not voted in favor of that removal, all remaining subordinated units will automatically be converted into common units, and any existing arrearages on the common units will be extinguished. A removal of our general partner under these circumstances would adversely affect the common units by prematurely eliminating their distribution and liquidation preference over the subordinated units, which would otherwise have continued until we had met certain distribution and performance tests.

       "Cause" is narrowly defined under our partnership agreement to mean that a court of competent jurisdiction has entered a final, non-appealable judgment finding the general partner liable for actual fraud or willful or wanton misconduct in its capacity as our general partner. Cause does not include most cases of charges of poor management of the business, so the removal of our general partner because of the unitholders' dissatisfaction with our general partner's performance in managing our partnership will most likely result in the termination of the subordination period.

       Furthermore, unitholders' voting rights are further restricted by the partnership agreement provision providing that any units held by a person that owns 20% or more of any class of units then outstanding, other than our general partner, its affiliates, their transferees, and persons who acquired such units with the prior approval of the board of directors of our general partner, cannot vote on any matter.

       Our partnership agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting the unitholders' ability to influence the manner or direction of management.

    Control of our general partner may be transferred to a third party without unitholder consent.

       Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the unitholders. Furthermore, there is no restriction in our partnership agreement on the ability of Landmark to transfer its membership interest in our general partner to a third party. The new owner of our general partner would then be in a position to replace the board of directors and officers of our general partner with its own choices.

    The incentive distribution rights of our general partner may be transferred to a third party without unitholder consent.

       Our general partner may transfer its incentive distribution rights to a third party at any time without the consent of our unitholders. If our general partner transfers its incentive distribution rights to a third party, it will have less incentive to grow our partnership and increase distributions. A transfer of incentive distribution rights by our general partner could reduce the likelihood of Landmark selling or contributing additional assets to us, which in turn would impact our ability to grow our asset base.

    We may issue additional units without unitholder approval, which would dilute unitholder interests.

       At any time, we may issue an unlimited number of general partner interests or limited partner interests of any type without the approval of our unitholders, and our unitholders will have no preemptive or other rights (solely as a result of their status as unitholders) to purchase any such general partner interests or limited partner interests. Further, there are no limitations in our partnership agreement on our ability to issue equity securities that rank equal or senior to our common units as to distributions or in liquidation or that have special voting rights and other rights. The issuance by us of additional common units or other equity securities of equal or senior rank will have the following effects:

    our unitholders' proportionate ownership interest in us will decrease;

    the amount of cash we have available to distribute on each unit may decrease;

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    because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;

    the ratio of taxable income to distributions may increase;

    the relative voting strength of each previously outstanding unit may be diminished; and

    the market price of our common units may decline.

       The issuance by us of additional general partner interests may have the following effects, among others, if such general partner interests are issued to a person who is not an affiliate of Landmark:

    management of our business may no longer reside solely with our current general partner; and

    affiliates of the newly admitted general partner may compete with us, and neither that general partner nor such affiliates will have any obligation to present business opportunities to us.

    Landmark and its affiliates may sell units in the public or private markets, and such sales could have an adverse impact on the trading price of the common units.

       After the completion of the formation transactions and the closing of this offering, assuming that the underwriters do not exercise their option to purchase additional common units, the Contributing Landmark Fund legacy members will hold 1,702,665 common units and Landmark and its affiliates will hold 3,135,109 subordinated units. Subject to certain requirements, the Contributing Landmark Fund legacy members may sell their common units in the public and private markets as soon as the lock-up expires. All of the subordinated units will convert into common units at the end of the subordination period and may convert earlier under certain circumstances. Additionally, we have agreed to provide Landmark and its affiliates with certain registration rights under applicable securities laws. Please read "Units Eligible for Future Sale." The sale of these units in the public or private markets could have an adverse impact on the price of the common units or on any trading market that may develop.

    Other than the requirement in our partnership agreement to distribute all of our available cash each quarter, we have no legal obligation to make quarterly cash distributions, and our general partner has considerable discretion to establish cash reserves that would reduce the amount of available cash we distribute to unitholders.

       Generally, our available cash is comprised of cash on hand at the end of a quarter plus cash-on-hand resulting from any working capital borrowings made after the end of the quarter less cash reserves established by our general partner. Our partnership agreement permits our general partner to establish cash reserves for the proper conduct of our business (including reserves for our future capital expenditures and anticipated future debt service requirements), to comply with applicable law or agreements to which we are a party, or to provide funds for future distributions to unitholders. As a result, even when there is no change in the amount of distributable cash flow that we generate, our general partner has considerable discretion to establish cash reserves, which would result in a reduction the amount of available cash we distribute to unitholders. Accordingly, there is no guarantee that we will make quarterly cash distributions to our unitholders at our minimum quarterly distribution rate or at any other rate, and we have no legal obligation to do so.

    Landmark and the Remaining Landmark Funds may compete with us, and Landmark, as owner of our general partner, will decide when, if, and how we complete acquisitions.

       Neither our partnership agreement nor our omnibus agreement will prohibit Landmark or any other affiliates of our general partner, including the Remaining Landmark Funds, from owning assets or engaging in businesses that compete directly or indirectly with us. Under the terms of our partnership agreement, the doctrine of corporate opportunity, or any analogous doctrine, will not apply to our general partner or any of its affiliates, including Landmark. Any such entity that becomes aware of a potential transaction, agreement, arrangement or other matter that may be an opportunity for us

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will not have any duty to communicate or offer such opportunity to us. Consequently, Landmark and other affiliates of our general partner may acquire additional assets in the future without any obligation to offer us the opportunity to purchase any of those assets. As a result, competition from Landmark and other affiliates of our general partner could materially and adversely impact our results of operations and distributable cash flow.

    Our general partner has a limited call right that may require you to sell your common units at an undesirable time or price.

       If at any time our general partner and its affiliates own more than 80% of our then-outstanding common units, our general partner will have the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the common units held by unaffiliated persons at a price not less than their then-current market price. As a result, you may be required to sell your common units at an undesirable time or price and may not receive any return on your investment. You may also incur a tax liability upon a sale of your units. After the end of the subordination period (which could occur as early as the quarter ending December 31, 2015), assuming no additional issuances of common units by us (other than upon the conversion of the subordinated units), our general partner and its affiliates (including Landmark) will own approximately 40% of our outstanding common units. For additional information about our general partner's call right, please read "Our Partnership Agreement – Limited Call Right."

    Your liability may not be limited if a court finds that unitholder action constitutes control of our business.

       A general partner of a partnership generally has unlimited liability for the obligations of the partnership, except for those contractual obligations of the partnership that are expressly made without recourse to the general partner. Our partnership is organized under Delaware law, and we conduct business in a number of other states. The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some of the other states in which we do business. You could be liable for any and all of our obligations as if you were a general partner if a court or government agency were to determine that (i) we were conducting business in a state but had not complied with that particular state's partnership statute; or (ii) your right to take certain actions under our partnership agreement constitute "control" of our business. For a discussion of the implications of the limitations of liability on a unitholder, please read "Our Partnership Agreement – Limited Liability."

    Unitholders may have to repay distributions that were wrongfully distributed to them.

       Under certain circumstances, unitholders may have to repay amounts wrongfully distributed to them. Under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act or "DRULPA," we may not make a distribution to you if the distribution would cause our liabilities to exceed the fair value of our assets. Delaware law provides that for a period of three years from the date of the impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distribution amount. Transferees of common units are liable for the obligations of the transferor to make contributions to the partnership that are known to the transferee at the time of the transfer and for unknown obligations if the liabilities could be determined from our partnership agreement. Liabilities to partners on account of their partnership interest and liabilities that are non-recourse to the partnership are not counted for purposes of determining whether a distribution is permitted.

    There is no existing market for our common units, and a trading market that will provide you with adequate liquidity may not develop. The price of our common units may fluctuate significantly, and you could lose all or part of your investment.

       Prior to this offering, there has been no public market for our common units. After this offering, there will be only publicly traded common units, assuming the underwriters' option to purchase additional common units from us is not exercised. In addition, Landmark will own an aggregate of 3,135,109 subordinated units, representing an aggregate 40% limited partner interest in us. We do not know the extent to which investor interest will lead to the development of an active trading market or how liquid that market might be. You may not be able to resell your common units at or above

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the initial public offering price. Additionally, the lack of liquidity may result in wide bid-ask spreads, contribute to significant fluctuations in the market price of the common units and limit the number of investors who are able to buy the common units.

       The initial public offering price for the common units offered hereby will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of the market price of the common units that will prevail in the trading market. The market price of our common units may decline below the initial public offering price.

    Our general partner, or any transferee holding incentive distribution rights, may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to its incentive distribution rights, without the approval of our conflicts committee or the holders of our common units. This could result in lower distributions to holders of our common units.

       Our general partner has the right, at any time when there are no subordinated units outstanding and it has received distributions on its incentive distribution rights at the highest level to which it is entitled (50%) for each of the prior four consecutive fiscal quarters, to reset the initial target distribution levels at higher levels based on our distributions at the time of the exercise of the reset election. Following a reset election, the minimum quarterly distribution will be adjusted to equal the reset minimum quarterly distribution, and the target distribution levels will be reset to correspondingly higher levels based on percentage increases above the reset minimum quarterly distribution.

       If our general partner elects to reset the target distribution levels, it will be entitled to receive a number of common units. The number of common units to be issued to our general partner will be equal to that number of common units that would have entitled their holder to an average aggregate quarterly cash distribution in the prior two quarters equal to the average of the distributions to our general partner on the incentive distribution rights in such two quarters. We anticipate that our general partner would exercise this reset right in order to facilitate acquisitions or internal growth projects that would not be sufficiently accretive to cash distributions per common unit without such conversion. It is possible, however, that our general partner could exercise this reset election at a time when it is experiencing, or expects to experience, declines in the cash distributions it receives related to its incentive distribution rights and may, therefore, desire to be issued common units rather than retain the right to receive distributions based on the initial target distribution levels. This risk could be elevated if the incentive distribution rights have been transferred to a third party. As a result, a reset election may cause our common unitholders to experience a reduction in the amount of cash distributions that they would have otherwise received had we not issued new common units in connection with resetting the target distribution levels. Additionally, our general partner has the right to transfer all or any portion of the incentive distribution rights at any time, and such transferee shall have the same rights as the general partner relative to resetting target distributions if our general partner concurs that the tests for resetting target distributions have been fulfilled. Please read "Provisions of Our Partnership Agreement Relating to Cash Distributions – Right to Reset Incentive Distribution Levels."

    NASDAQ does not require a publicly traded limited partnership like us to comply with certain of its corporate governance requirements.

       Our common units have been approved for listing on the NASDAQ Global Market. NASDAQ listing rules do not require a listed limited partnership like us to have a majority of independent directors on our general partner's board of directors or to establish a compensation committee or a nominating and corporate governance committee. We are, however, required to have an audit committee of at least three members, all of whom are required to meet the independence and experience standards established by NASDAQ and the Exchange Act. Please read "Management – Management of Landmark Infrastructure Partners LP."

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    Our partnership agreement includes exclusive forum, venue and jurisdiction provisions and a waiver of the right to a jury trial. By purchasing a common unit, a limited partner is irrevocably consenting to these provisions regarding claims, suits, actions or proceedings, submitting to the exclusive jurisdiction of Delaware courts and waiving a right to a jury trial. Our partnership agreement also provides that any unitholder bringing an unsuccessful action will be obligated to reimburse us for any costs we have incurred in connection with such unsuccessful action.

       Our partnership agreement is governed by Delaware law. Our partnership agreement includes exclusive forum, venue and jurisdiction provisions designating Delaware courts as the exclusive venue for most claims, suits, actions and proceedings involving us or our officers, directors and employees. In addition, if any person brings any of the aforementioned claims, suits, actions or proceedings and such person does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought, then such person shall be obligated to reimburse us and our affiliates for all fees, costs and expenses of every kind and description, including but not limited to all reasonable attorneys' fees and other litigation expenses, that the parties may incur in connection with such claim, suit, action or proceeding. Our partnership agreement also includes an irrevocable waiver of the right to trial by jury in all such claims, suits, actions and proceedings. Please read "Our Partnership Agreement – Exclusive Forum." By purchasing a common unit, a limited partner is irrevocably consenting to these limitations and provisions regarding claims, suits, actions or proceedings and submitting to the exclusive jurisdiction of Delaware courts. If a dispute were to arise between a limited partner and us or our officers, directors or employees, the limited partner may be required to pursue its legal remedies in Delaware which may be an inconvenient or distant location and which is considered to be a more corporate-friendly environment. These provisions may have the effect of discouraging lawsuits against us and our general partner's directors and officers.

    We will incur increased costs as a result of being a publicly traded partnership, including the cost of additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements.

       As a result of the completion of this offering, we will become a publicly traded partnership and be subject to additional reporting requirements. We have no history operating as a publicly traded partnership. As a publicly traded partnership, we will incur significant legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act and related rules implemented by the SEC and NASDAQ have mandated changes in the corporate governance practices of publicly traded companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make our activities more time-consuming and costly. For example, as a result of becoming a publicly traded partnership, we are required to have at least three independent directors, create an audit committee and adopt policies regarding internal controls and disclosure controls and procedures, including the preparation of reports on internal controls over financial reporting. In addition, we will incur additional costs associated with our publicly traded partnership reporting requirements. We also expect these new rules and regulations to make it more difficult and more expensive for our general partner to obtain director and officer liability insurance and possibly to result in our general partner having to accept reduced policy limits and coverage. As a result, it may be more difficult for our general partner to attract and retain qualified persons to serve on its board of directors or as executive officers.

       Any failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price. In addition, we may need to hire additional compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. As a result, we may need to rely on outside consultants to provide these services for us until qualified personnel are hired. These obligations will increase our operating expenses and could divert our management's attention from our operations.

       We have estimated $1.8 million of incremental annual costs associated with being a publicly traded partnership in our financial forecast included elsewhere in this prospectus subject to an annual cap for up to five years following the completion of this offering. However, it is possible that our actual incremental costs of being a publicly traded partnership will be higher than we currently estimate.

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Tax Risks

       In addition to reading the following risk factors, please read "Material Federal Income Tax Consequences" for a more complete discussion of the expected material federal income tax consequences of owning and disposing of common units.

    Our tax treatment depends on our status as a partnership for federal income tax purposes. If the Internal Revenue Service ("IRS") were to treat us as a corporation for federal income tax purposes, which would subject us to entity-level taxation, or if we were otherwise subjected to a material amount of additional entity-level taxation, then our distributable cash flow to our unitholders would be substantially reduced.

       The anticipated after-tax economic benefit of an investment in the common units depends largely on our being treated as a partnership for federal income tax purposes. We have not requested a ruling from the IRS on this.

       Despite the fact that we are a limited partnership under Delaware law, it is possible in certain circumstances for a partnership such as ours to be treated as a corporation for federal income tax purposes. A change in our business, a change in current law or our failure to satisfy the requirements under the Internal Revenue Code could cause us to be treated as a corporation for federal income tax purposes or otherwise subject us to taxation as an entity.

       If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our taxable income at the corporate tax rate, which is currently a maximum of 35%, and would likely pay state and local income tax at varying rates. Distributions would generally be taxed again as corporate dividends (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions, or credits would flow through to you. Because a tax would be imposed upon us as a corporation, our distributable cash flow would be substantially reduced and we might need to raise funds to pay such corporate level tax. In addition, changes in current state law may subject us to additional entity-level taxation by individual states. Because of widespread state budget deficits and other reasons, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation. Imposition of any such taxes may substantially reduce the cash available for distribution to you. Therefore, if we were treated as a corporation for federal income tax purposes or otherwise subjected to a material amount of entity-level taxation, there would be a material reduction in the anticipated cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our common units.

       Our partnership agreement provides that, if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or otherwise subjects us to entity-level taxation for federal, state or local income tax purposes, the minimum quarterly distribution amount and the target distribution levels may be adjusted to reflect the impact of that law on us.

       The present federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified by administrative, legislative or judicial interpretation at any time. For example, from time to time, members of Congress propose and consider substantive changes to the existing federal income tax laws that affect publicly traded partnerships, including the elimination of the qualifying income exception upon which we rely for our treatment as a partnership for federal income tax purposes. Any modification to the federal income tax laws and interpretations thereof may or may not be retroactively applied and could make it more difficult or impossible to meet the exception for us to be treated as a partnership for federal income tax purposes. Please read "Material Federal Income Tax Consequences – Partnership Status." We are unable to predict whether any such changes will ultimately be enacted. However, it is possible that a change in law could affect us, and any such changes could negatively impact the value of an investment in our common units.

    Our unitholders' share of our income will be taxable to them for federal income tax purposes even if they do not receive any cash distributions from us.

       Because a unitholder will be treated as a partner to whom we will allocate taxable income that could be different in amount than the cash we distribute, a unitholder's allocable share of our taxable income will be taxable to it, which may

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require the payment of federal income taxes and, in some cases, state and local income taxes, on its share of our taxable income even if it receives no cash distributions from us. Our unitholders may not receive cash distributions from us equal to their share of our taxable income or even equal to the actual tax liability that results from that income.

    If the IRS contests the federal income tax positions we take, the market for our common units may be adversely impacted and the cost of any IRS contest will reduce our distributable cash flow to our unitholders.

       We have not requested a ruling from the IRS with respect to our treatment as a partnership for federal income tax purposes. The IRS may adopt positions that differ from the conclusions of our counsel expressed in this prospectus or from the positions we take, and the IRS's positions may ultimately be sustained. It may be necessary to resort to administrative or court proceedings to sustain some or all of our counsel's conclusions or the positions we take and such positions may not ultimately be sustained. A court may not agree with some or all of our counsel's conclusions or the positions we take. Any contest with the IRS, and the outcome of any IRS contest, may have a materially adverse impact on the market for our common units and the price at which they trade. In addition, our costs of any contest with the IRS will be borne indirectly by our unitholders because the costs will reduce our distributable cash flow.

    Tax gain or loss on the disposition of our common units could be more or less than expected.

       If our unitholders sell common units, they will recognize a gain or loss for federal income tax purposes equal to the difference between the amount realized and their tax basis in those common units. Because distributions in excess of their allocable share of our net taxable income decrease their tax basis in their common units, the amount, if any, of such prior excess distributions with respect to the common units a unitholder sells will, in effect, become taxable income to the unitholder if it sells such common units at a price greater than its tax basis in those common units, even if the price received is less than its original cost. Furthermore, a substantial portion of the amount realized on any sale of your common units, whether or not representing gain, may be taxed as ordinary income due to potential recapture items, including depreciation recapture. In addition, because the amount realized includes a unitholder's share of our nonrecourse liabilities, a unitholder that sells common units may incur a tax liability in excess of the amount of cash received from the sale. Please read "Material Federal Income Tax Consequences – Disposition of Common Units – Recognition of Gain or Loss" for a further discussion of the foregoing.

    Tax-exempt entities and non-U.S. persons face unique tax issues from owning our common units that may result in adverse tax consequences to them.

       Investment in common units by tax-exempt entities, such as employee benefit plans and individual retirement accounts (known as IRAs), and non-U.S. persons raises issues unique to them. For example, a substantial portion of our income allocated to organizations that are exempt from federal income tax, including IRAs and other retirement plans, will be unrelated business taxable income and will be taxable to them. Distributions to non-U.S. persons will be reduced by withholding taxes at the highest applicable effective tax rate, and non-U.S. persons will be required to file federal income tax returns and pay tax on their share of our taxable income. If you are a tax-exempt entity or a non-U.S. person, you should consult a tax advisor before investing in our common units.

    Our subsidiary Landmark Infrastructure Asset OpCo LLC conducts certain activities that may not generate qualifying income and will be treated as a corporation for U.S. federal income tax purposes. Corporate federal income tax paid by this subsidiary will reduce our cash available for distribution.

       In order to maintain our status as a partnership for U.S. federal income tax purposes, 90% or more of our gross income in each tax year must be qualifying income under Section 7704 of the Internal Revenue Code. For a discussion of qualifying income, please read "Material Federal Income Tax Consequences – Partnership Status." Latham & Watkins LLP is unable to opine as to the qualifying nature of the income generated by certain portions of our operations. In an attempt to ensure that 90% or more of our gross income in each tax year is qualifying income, we currently intend to conduct the portion of our business related to these operations in a separate subsidiary that will be treated as a

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corporation for U.S. federal income tax purposes. For the twelve months ending December 31, 2015, we forecast that these operations will represent approximately 20% of our total revenue.

       This corporate subsidiary will be subject to corporate-level tax, which will reduce the cash available for distribution to us and, in turn, to our unitholders. Distributions from any such corporate subsidiary will generally be taxed to unitholders as dividend income to the extent of current and accumulated earnings and profits of such corporate subsidiary. An individual unitholder's share of dividend income from any corporate subsidiary would constitute portfolio income that could not be offset by the unitholder's share of our other losses or deductions. If the IRS were to successfully assert that any corporate subsidiary has more tax liability than we anticipate or legislation were enacted that increased the corporate tax rate, our cash available for distribution to our unitholders would be further reduced.

    We will treat each purchaser of common units as having the same tax benefits without regard to the actual common units purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units.

       Because we cannot match transferors and transferees of common units and because of other reasons, we will adopt depreciation and amortization positions that may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to you. Latham & Watkins LLP is unable to opine as to the validity of such filing positions. It also could affect the timing of these tax benefits or the amount of gain from your sale of common units and could have a negative impact on the value of our common units or result in audit adjustments to your tax returns. Please read "Material Federal Income Tax Consequences – Tax Consequences of Unit Ownership – Section 754 Election" for a further discussion of the effect of the depreciation and amortization positions we will adopt.

    We will prorate our items of income, gain, loss and deduction for federal income tax purposes between transferors and transferees of our units each month based upon the ownership of our units on the first business day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.

       We will prorate our items of income, gain, loss and deduction for federal income tax purposes between transferors and transferees of our units each month based upon the ownership of our units on the first business day of each month, instead of on the basis of the date a particular unit is transferred. The use of this proration method may not be permitted under existing Treasury Regulations, and, accordingly, our counsel is unable to opine as to the validity of this method. The U.S. Treasury Department has issued proposed regulations that provide a safe harbor pursuant to which publicly traded partnerships may use a similar monthly simplifying convention to allocate tax items among transferor and transferee unitholders. Nonetheless, the proposed regulations do not specifically authorize the use of the proration method we will adopt. If the IRS were to challenge this method or new Treasury Regulations were issued, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders. Latham & Watkins LLP is unable to opine as to whether our monthly convention for allocating taxable income and losses is permitted by existing Treasury Regulations. Please read "Material Federal Income Tax Consequences – Disposition of Common Units – Allocations Between Transferors and Transferees."

    A unitholder whose common units are loaned to a "short seller" to effect a short sale of common units may be considered as having disposed of those common units. If so, he would no longer be treated for federal income tax purposes as a partner with respect to those common units during the period of the loan and may recognize gain or loss from the disposition.

       Because a unitholder whose common units are loaned to a "short seller" to effect a short sale of common units may be considered as having disposed of the loaned common units, he may no longer be treated for federal income tax purposes as a partner with respect to those common units during the period of the loan to the short seller and the unitholder may recognize gain or loss from such disposition. Moreover, during the period of the loan to the short seller,

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any of our income, gain, loss or deduction with respect to those common units may not be reportable by the unitholder and any cash distributions received by the unitholder as to those common units could be fully taxable as ordinary income. Latham & Watkins LLP has not rendered an opinion regarding the treatment of a unitholder where common units are loaned to a short seller to effect a short sale of common units; therefore, our unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan to a short seller are urged to consult a tax advisor to discuss whether it is advisable to modify any applicable brokerage account agreements to prohibit their brokers from loaning their common units.

    We will adopt certain valuation methodologies and monthly conventions for federal income tax purposes that may result in a shift of income, gain, loss and deduction between our general partner and our unitholders. The IRS may challenge this treatment, which could adversely affect the value of the common units.

       When we issue additional units or engage in certain other transactions, we will determine the fair market value of our assets and allocate any unrealized gain or loss attributable to our assets to the capital accounts of our unitholders. Our methodology may be viewed as understating the value of our assets. In that case, there may be a shift of income, gain, loss and deduction between certain unitholders and our general partner (as the holder of our incentive distribution rights), which may be unfavorable to such unitholders. Moreover, under our valuation methods, subsequent purchasers of common units may have a greater portion of their Internal Revenue Code Section 743(b) adjustment allocated to our tangible assets and a lesser portion allocated to our intangible assets. The IRS may challenge our valuation methods, or our allocation of the Section 743(b) adjustment attributable to our tangible and intangible assets, and allocations of taxable income, gain, loss and deduction between our general partner and certain of our unitholders.

       A successful IRS challenge to these methods or allocations could adversely affect the amount of taxable income or loss being allocated to our unitholders. It also could affect the amount of taxable gain from our unitholders' sale of common units and could have a negative impact on the value of the common units or result in audit adjustments to our unitholders' tax returns without the benefit of additional deductions.

    The sale or exchange of 50% or more of our capital and profits interests during any twelve-month period will result in the termination of our partnership for federal income tax purposes.

       We will be considered to have technically terminated our partnership for federal income tax purposes if there is a sale or exchange of 50% or more of the total interests in our capital and profits within a twelve-month period. For purposes of determining whether the 50% threshold has been met, multiple sales of the same interest will be counted only once. Our technical termination would, among other things, result in the closing of our taxable year for all unitholders, which would result in us filing two tax returns (and our unitholders could receive two Schedules K-1 if relief was not available, as described below) for one fiscal year and could result in a deferral of depreciation deductions allowable in computing our taxable income. In the case of a unitholder reporting on a taxable year other than a fiscal year ending December 31, the closing of our taxable year may also result in more than twelve months of our taxable income or loss being includable in his taxable income for the year of termination. Our termination currently would not affect our classification as a partnership for federal income tax purposes, but instead we would be treated as a new partnership for federal income tax purposes. If treated as a new partnership, we must make new tax elections, including a new election under Section 754 of the Internal Revenue Code and could be subject to penalties if we are unable to determine that a termination occurred. The IRS has announced a publicly traded partnership technical termination relief program whereby, if a publicly traded partnership that technically terminated requests publicly traded partnership technical termination relief and such relief is granted by the IRS, among other things, the partnership will only have to provide one Schedule K-1 to unitholders for the year notwithstanding two partnership tax years. Please read "Material Federal Income Tax Consequences – Disposition of Common Units – Constructive Termination" for a discussion of the consequences of our termination for federal income tax purposes.

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    As a result of investing in our common units, you may become subject to state and local taxes and return filing requirements in jurisdictions where we operate or own or acquire properties.

       In addition to federal income taxes, our unitholders will likely be subject to other taxes, including state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we conduct business or control property now or in the future, even if they do not live in any of those jurisdictions. Our unitholders will likely be required to file state and local income tax returns and pay state and local income taxes in some or all of these various jurisdictions. Further, our unitholders may be subject to penalties for failure to comply with those requirements. We expect to conduct business throughout the United States and many states impose a personal income tax on individuals. It is your responsibility to file all federal, state and local tax returns. Our counsel has not rendered an opinion on the state or local tax consequences of an investment in our common units. Please consult your tax advisor.

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USE OF PROCEEDS

       We expect to receive net proceeds of approximately $50,800,000 from the sale of 3,000,000 common units offered by this prospectus, based on an assumed initial public offering price of $20.00 per common unit (the midpoint of the price range set forth on the cover of the prospectus), after deducting underwriting discounts and commissions, structuring fees and estimated offering expenses. Our estimate assumes the underwriters' option to purchase 450,000 additional common units from us is not exercised. Additionally, we expect to receive net proceeds of approximately $41,339,900 from the sale of 2,066,995 subordinated units to Landmark at the assumed initial public offering price for our common units. We intend to use the proceeds from this offering, together with the proceeds of our concurrent sale of 2,066,995 subordinated units to Landmark, as set forth in the following table:

Sources of Cash
 
Uses of Cash
 

Gross proceeds fromthis offering

  $ 60,000,000  

Repayment of amounts under new secured revolving credit facility(1)(3)

  $ 19,025,861  

Gross proceeds from the sale of subordinated units to Landmark

    41,339,900  

Distribution to Fund A and Fund D(2)(3)

    70,614,039  

       

Underwriting discounts and commissions, structuring fees and other offering expenses

    9,200,000  

       

Credit facility commitment fees and expenses

    2,500,000  
         

 

     

Total

 
$

101,339,900
 

Total

 
$

101,339,900
 
               
               

(1)
The existing secured debt facilities consist of term loans at Fund A and Fund D. As of October 13, 2014, the assumed Fund A term loan had a principal balance of $29,867,155, bore interest at a LIBOR based rate, which, as of October 13, 2014, was 3.15% and will mature April 2017, and the assumed Fund D term loan had a principal balance of $64,158,706, bore interest at a LIBOR based rate, which as of October 13, 2014, was 3.15% and will mature May 2018. Borrowings under the secured debt facilities were used by Fund A and Fund D to acquire real property interests that will be contributed to us in connection with the closing of this offering. The secured debt facilities will be amended and restated as a new revolving credit facility.
(2)
Following the closing of this offering, Fund A and Fund D will make a further liquidating distribution to their respective members, including Landmark.
(3)
Repayment of amounts under the new secured revolving credit facility may be lower due to amortization of existing principal balances, resulting in a decrease in the repayment of the new secured revolving credit facility and an increase in the distribution to Fund A and Fund D.

       An increase or decrease in the initial public offering price of $1.00 per common unit would cause the net proceeds from the offering, after deducting underwriting discounts and commissions, structuring fees and offering expenses, to increase or decrease by $2,790,000 million. In the event of an increase or decrease in the initial public offering price, we will have more or less cash available to distribute to the Contributing Landmark Funds.

       The net proceeds from any exercise by the underwriters of their option to purchase additional common units will be used to redeem from the Contributing Landmark Funds, a number of common units equal to the number of common units issued upon exercise of the option at a price per common unit equal to the net proceeds per common unit in this offering before expenses but after deducting underwriting discounts and commissions and the structuring fee. Accordingly, any exercise of the underwriters' option will not affect the total number of units outstanding or the amount of cash needed to pay the minimum quarterly distribution on all units. Please read "Underwriting."

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CAPITALIZATION

       The following table shows:

    the historical cash and cash equivalents and capitalization of our Predecessor as of September 30, 2014;

    our pro forma as adjusted cash and cash equivalents and capitalization as of September 30, 2014, giving effect to the following transactions:

    the contribution by Fund A and Fund D of substantially all of their assets and liabilities to us in exchange for, in the aggregate, 1,702,665 common units, 1,068,114 subordinated units and cash, which will then be distributed to their respective members, including Landmark, as part of each fund's liquidation;

    the purchase by Landmark from us of an additional 2,066,995 subordinated units for cash at the initial public offering price of our common units;

    our issuance of all the incentive distribution rights to our general partner, which will also retain a non-economic general partner interest in us; and

    our amendment and restatement of the secured debt facilities as a new $190.0 million secured revolving credit facility with $75.0 million outstanding thereunder;

    our pro forma as further adjusted cash and cash equivalents and capitalization as of September 30, 2014, giving effect to the adjustments described in the bullet points above, and to the issuance and sale of 3,000,000 common units in this offering and the application of the net proceeds of this offering, together with the proceeds from our sale of subordinated units to Landmark, in the manner described under "Use of Proceeds."

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       This table is derived from, should be read together with and is qualified in its entirety by reference to the historical combined financial statements and the accompanying notes and the unaudited pro forma combined financial statements and the accompanying notes included elsewhere in this prospectus.

 
  As of September 30, 2014  
 
  Historical
(Predecessor)
  Pro Forma
For Formation
Transactions
(Partnership)
  Pro Forma
As Further
Adjusted
(Partnership)
 

Cash and cash equivalents

  $ 477,269   $ 41,817,169   $ 1,177,831  
               
               

Long-term debt

                   

Secured debt facilities(1)

  $ 91,850,894   $   $  

Deferred purchase price obligations(2)

    484,869          

New revolving credit facility(1)

        91,850,894     75,000,000  
               

Total long-term debt (including current maturities)

  $ 92,335,763   $ 91,850,894   $ 75,000,000  
               

Partners' capital

                   

Equity

  $ 38,554,852   $ 75,977,356   $  

Common units – Public

            50,800,000  

Common units – Contributing Landmark Funds(3)

        13,241,552     13,241,552  

Subordinated units – Landmark(4)

        37,027,264     37,027,264  

General partner interest

             
               

Total partners' capital

    38,554,852     126,246,172     101,068,816  
               

Total capitalization

  $ 130,890,615   $ 218,097,066   $ 176,068,816  
               
               

(1)
As of October 13, 2014, our Predecessor had an aggregate of $94,025,861 of borrowings outstanding under the secured debt facilities. The secured debt facilities will be amended and restated as the new revolving credit facility.
(2)
Amount represents installment payments for the acquisition of real property interests. These will not become our obligations following the closing of this offering.
(3)
To be distributed to the Contributing Landmark Fund legacy members.
(4)
Includes 2,066,995 subordinated units purchased by Landmark concurrently with the closing of our initial public offering and 1,068,114 subordinated units Landmark will receive in connection with the contribution of interests from the Contributing Landmark Funds.

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DILUTION

       Dilution is the amount by which the offering price per common unit in this offering will exceed the pro forma net tangible book value per unit after the offering. On a pro forma basis as of September 30, 2014, after giving effect to the offering of common units and the related transactions, our net tangible book value was approximately $(65,861,865), or $(8.40) per unit. Purchasers of common units in this offering will experience substantial and immediate dilution in pro forma net tangible book value per unit.

Assumed initial public offering price per common unit(1)

        $ 20.00  

Historical net tangible book value per unit before this offering(2)

    (18.01 )      

Increase in net tangible book value per unit attributable to formation transactions (other than this offering)

    8.62        
             

Pro forma net tangible book value per unit before this offering(2)

    (9.39 )      

Increase in net tangible book value per unit attributable to this offering

    10.00        

Decrease in net tangible book value due to distributions to the Contributing Landmark Funds

    (9.01 )      
             

Less: Pro forma net tangible book value per unit after this offering(3)

          (8.40 )
             

Immediate dilution in net tangible book value per common unit to purchasers in this offering(4)(5)

        $ 28.40  
             
             

(1)
The midpoint of the price range set forth on the cover of this prospectus.
(2)
Determined by dividing the number of units (1,702,665 common units and 3,135,109 subordinated units) to be issued to Landmark, Fund A and Fund D in exchange for their contribution of cash, assets and liabilities to us.
(3)
Determined by dividing our pro forma net tangible book value, after giving effect to the use of the net proceeds of the offering, by the total number of units (4,702,665 common units and 3,135,109 subordinated units) to be outstanding after the offering. When calculating pro forma net tangible book value per common unit, our proportionate limited partner interest in intangible assets and deferred charges amounts of approximately $167,971,586 and $3,541,105, respectively, are excluded from the calculation of pro forma net tangible book value.
(4)
If the initial public offering price were to increase or decrease by $1.00 per common unit, it will have no impact on net tangible book value per unit since any change in the net proceeds would impact the amount of distribution to the Contributing Lankmark Funds.
(5)
Assumes the underwriters' option to purchase additional common units from us is not exercised. If the underwriters' option to purchase additional common units from us is exercised in full, the immediate dilution in net tangible book value per common unit to purchasers in this offering would not change.

       The following table sets forth the number of units that we will issue and the total consideration contributed to us by Landmark, and the Contributing Landmark Funds in respect of their units and by the purchasers of common units in this offering upon consummation of the transactions contemplated by this prospectus.

 
  Units acquired   Total
consideration
 
 
  Number   %   Amount   %  

Landmark(1)(2)(3)

    3,135,109     40.0 % $ 37,027,264     33.6 %

Contributing Landmark Funds(2)(4)(5)

    1,702,665     21.7 %   13,241,552     12.0 %

Purchasers in this offering

    3,000,000     38.3 %   60,000,000     54.4 %
                   

Total

    7,837,774     100.0 % $ 110,268,816     100.0 %
                   
                   

(1)
Upon the consummation of the transactions described in this prospectus, including the formation transactions and the offering, Landmark will own 3,135,109 subordinated units and our general partner, which owns all of the incentive distribution rights.
(2)
Assumes the underwriters' option to purchase additional common units from us is not exercised.
(3)
Includes units issued to Landmark as a result of the liquidation of the Contributing Landmark Funds.
(4)
The assets contributed by the Contributing Landmark Funds were recorded at historical cost in accordance with accounting principles generally accepted in the United States. Book value of the consideration provided by the Contributing Landmark Funds as of September 30, 2014, was $8,928,916.
(5)
Excludes units issued to Landmark as a result of the liquidation of the Contributing Landmark Funds.

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CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS

       The following discussion of our cash distribution policy should be read in conjunction with the specific assumptions included in this section. In addition, "Forward-Looking Statements" and "Risk Factors" should be read for information regarding statements that do not relate strictly to historical or current facts and regarding certain risks inherent in our business.

       For additional information regarding our historical and pro forma results of operations, please refer to our historical combined financial statements and the accompanying notes and the unaudited pro forma combined financial statements and the accompanying notes included elsewhere in this prospectus.


General

    Rationale for Our Cash Distribution Policy

       Our partnership agreement requires that we distribute all of our available cash quarterly. This requirement reflects a basic judgment that our unitholders will be better served by distributing our available cash rather than retaining it. However, other than the requirement in our partnership agreement to distribute all of our available cash each quarter, we have no legal obligation to pay quarterly cash distributions in any specified amount, and our general partner has considerable discretion to determine the amount of our available cash each quarter. Generally, our available cash is our (1) cash on hand at the end of a quarter after the payment of our expenses and the establishment of cash reserves and (2) cash on hand resulting from working capital borrowings made after the end of the quarter. Because we are not subject to an entity-level federal income tax, we expect to have more cash to distribute than would be the case if we were subject to federal income tax. If we do not generate sufficient available cash from operations, we may, but are under no obligation to, borrow funds to pay the minimum quarterly distribution to our unitholders.

    Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy

       Although our partnership agreement requires that we distribute all of our available cash quarterly, there is no guarantee that we will pay quarterly cash distributions to our unitholders at our minimum quarterly distribution rate or at any other rate, and we have no legal obligation to do so. In addition, our general partner has considerable discretion in determining the amount of our available cash each quarter. The following factors will affect our ability to pay cash distributions, as well as the amount of any cash distributions we pay:

    Our ability to pay cash distributions may be limited by certain covenants in our new revolving credit facility. Should we be unable to satisfy these covenants, we will be unable to pay cash distributions. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – New Revolving Credit Facility."

    The amount of cash that we distribute and the decision to pay any distribution is determined by our general partner, taking into consideration the terms of our partnership agreement. Specifically, our general partner will have the authority to establish cash reserves for the prudent conduct of our business and for future cash distributions to our unitholders, and the establishment of or increase in those reserves could result in a reduction in cash distributions from levels we currently anticipate. Any decision to establish cash reserves made by our general partner in good faith will be binding on our unitholders.

    While our partnership agreement requires us to distribute all of our available cash, our partnership agreement, including the provisions requiring us to pay cash distributions, may be amended. During the subordination period our partnership agreement may not be amended without the approval of our public common unitholders, except in a limited number of circumstances when our general partner can amend our partnership agreement without any unitholder approval. For a description of these limited circumstances, please read "Our Partnership Agreement – Amendment of Our Partnership Agreement – No Unitholder Approval." However, after the subordination period has ended, our partnership agreement may be amended with the consent of our general partner and the approval of a majority of the outstanding common units, including common units owned by our

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      general partner and its affiliates. Upon completion of the formation transactions, Landmark will own our general partner and 40% of our total outstanding common units and subordinated units on an aggregate basis.

    Under Section 17-607 of the DRULPA, we may not pay a cash distribution if the distribution would cause our liabilities to exceed the fair value of our assets.

    We may lack sufficient cash to pay distributions to our unitholders due to cash flow shortfalls attributable to a number of operational, commercial or other factors as well as increases in our operating and maintenance or general and administrative expenses, principal and interest payments on our debt, tax expenses, working capital requirements and anticipated cash needs. Our available cash is directly impacted by our cash expenses necessary to run our business and will be reduced dollar-for-dollar to the extent such uses of cash increase. Please read "Provisions of Our Partnership Agreement Relating to Cash Distributions – Distributions of Available Cash."

    Our ability to pay cash distributions to our unitholders depends on the performance of our subsidiaries and their ability to distribute cash to us. The ability of our subsidiaries to pay cash distributions to us may be restricted by, among other things, the provisions of future indebtedness, applicable state partnership and limited liability company laws and other laws and regulations.

    If and to the extent our available cash materially declines from quarter to quarter, we may elect to reduce the amount of our quarterly distributions in order to service or repay our debt or fund expansion capital expenditures.

       To the extent that our general partner determines not to distribute the full minimum quarterly distribution on our common units with respect to any quarter during the subordination period, the common units will accrue an arrearage equal to the difference between the minimum quarterly distribution and the amount of the distribution actually paid on the common units with respect to that quarter. The aggregate amount of any such arrearages must be paid on the common units before any distributions of available cash from operating surplus may be made on the subordinated units and before any subordinated units may convert into common units. The subordinated units will not accrue any arrearages. Any shortfall in the payment of the minimum quarterly distribution on the common units with respect to any quarter during the subordination period may decrease the likelihood that our quarterly distribution rate would increase in subsequent quarters. Please read "Provisions of Our Partnership Agreement Relating to Cash Distributions – Subordinated Units and Subordination Period."

    Our Ability to Grow is Dependent on our Ability to Access External Expansion Capital

       Our partnership agreement requires us to distribute all of our available cash to our unitholders on a quarterly basis. As a result, we expect that we will rely primarily upon our cash reserves and external financing sources, including borrowings under our new revolving credit facility and the future issuance of debt and equity securities, to fund future acquisitions and other expansion capital expenditures. To the extent we are unable to finance growth with external sources of capital, the requirement in our partnership agreement to distribute all of our available cash will significantly impair our ability to grow. In addition, because we will distribute all of our available cash, our growth may not be as fast as businesses that reinvest all of their available cash to expand ongoing operations. We expect that our new revolving credit facility will restrict our ability to incur additional debt, including through the issuance of debt securities. Please read "Risk Factors – Risks Related to Our Business – Restrictions in our new revolving credit facility could adversely affect our results of operations, distributable cash flow and the value of our units." To the extent we issue additional units, the payment of distributions on those additional units may increase the risk that we will be unable to maintain or increase our cash distributions per unit. There are no limitations in our partnership agreement on our ability to issue additional units, including units ranking senior to our common units, and our unitholders will have no preemptive or other rights (solely as a result of their status as unitholders) to purchase any such additional units. If we incur additional debt (under our new revolving credit facility or otherwise) to finance our growth strategy, we will have increased interest expense, which in turn will reduce the available cash that we have to distribute to our unitholders.

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Our Minimum Quarterly Distribution

       Upon the consummation of this offering, our partnership agreement will provide for a minimum quarterly distribution of $0.287500 per unit for each whole quarter, or $1.15 per unit on an annualized basis. Our ability to pay cash distributions at the minimum quarterly distribution rate will be subject to the factors described above under "– General – Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy." Quarterly distributions, if any, will be made within 45 days after the end of each calendar quarter to holders of record on or about the first day of each such month in which such distributions are made. We do not expect to pay distributions for the period that begins on October 1, 2014, and ends on the day prior to the closing of this offering. We will adjust the amount of our first distribution for the period from the closing of this offering through December 31, 2014, based on the actual length of the period.

       The amount of available cash needed to pay the minimum quarterly distribution on all of our common units and subordinated units to be outstanding immediately after this offering for one quarter and on an annualized basis is summarized in the table below:

 
  Aggregate minimum quarterly distributions  
 
  Number of
units
  One quarter   Annualized
(four quarters)
 

Common units

    4,702,665   $ 1,352,016   $ 5,408,065  

Subordinated units held by Landmark

    3,135,109     901,344     3,605,375  
               

Total

    7,837,774   $ 2,253,360   $ 9,013,440  
               
               

       Our general partner will initially own a non-economic general partner interest in us, which will not entitle it to receive cash distributions, and will also own all of the incentive distributions rights, which entitle the holder to increasing percentages, up to a maximum of 50%, of the cash we distribute in excess of $0.330625 per unit per quarter.

       During the subordination period, before we pay any quarterly distributions to our subordinated unitholders, our common unitholders are entitled to receive payment of the full minimum quarterly distribution for such quarter plus any arrearages in distributions of the minimum quarterly distribution from prior quarters. Please read "Provisions of Our Partnership Agreement Relating to Cash Distributions – Subordinated Units and Subordination Period." We cannot guarantee, however, that we will pay distributions on our common units at our minimum quarterly distribution rate or at any other rate in any quarter. In addition, following the subordination period, assuming no additional issuances of limited partnership interests, the annualized aggregate minimum quarterly distribution on our common units (including the subordinated units that have converted into common units) will equal $9,013,440 and common units will no longer be entitled to priority distributions over the formerly subordinated units or arrearages.

       Although holders of our common units may pursue judicial action to enforce provisions of our partnership agreement, including those related to requirements to pay cash distributions as described above, our partnership agreement provides that any determination made by our general partner in its capacity as our general partner must be made in good faith and that any such determination will not be subject to any other standard imposed by the Delaware Act or any other law, rule or regulation or at equity. Our partnership agreement provides that, in order for a determination by our general partner to be made in "good faith," our general partner must subjectively believe that the determination is in the best interests of our partnership. In making such determination, our general partner may take into account the totality of the circumstances or the totality of the relationships between the parties involved, including other relationships or transactions that may be particularly favorable or advantageous to us. Please read "Conflicts of Interest and Duties."

       The provision in our partnership agreement requiring us to distribute all of our available cash quarterly may not be modified without amending our partnership agreement; however, as described above, the actual amount of our cash distributions for any quarter is subject to fluctuations based on the amount of cash we generate from our business, the

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amount of reserves our general partner establishes in accordance with our partnership agreement and the amount of available cash from working capital borrowings.

       Additionally, our general partner may reduce the minimum quarterly distribution and the target distribution levels if legislation is enacted or modified that results in our becoming taxable as a corporation or otherwise subject to taxation as an entity for federal, state or local income tax purposes. In such an event, the minimum quarterly distribution and the target distribution levels may be reduced proportionately by the percentage decrease in our available cash resulting from the estimated tax liability we would incur in the quarter in which such legislation is effective. The minimum quarterly distribution will also be proportionately adjusted in the event of any distribution, combination or subdivision of common units in accordance with the partnership agreement, or in the event of a distribution of available cash from capital surplus. Please read "Provisions of Our Partnership Agreement Relating to Cash Distributions – Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels." The minimum quarterly distribution is also subject to adjustment if the holder(s) of the incentive distribution rights (initially only our general partner) elect to reset the target distribution levels related to the incentive distribution rights. In connection with any such reset, the minimum quarterly distribution will be reset to an amount equal to the average cash distribution amount per common unit for the two quarters immediately preceding the reset. Please read "Provisions of Our Partnership Agreement Relating to Cash Distributions – Right to Reset Incentive Distribution Levels."

       In the sections that follow, we present in detail the basis for our belief that we will be able to fully fund our annualized minimum quarterly distribution of $1.15 per unit for the twelve months ending December 31, 2015 and the twelve months ending September 30, 2015. In those sections, we present two tables, consisting of:

    "Unaudited Pro Forma Distributable Cash Flow for the Twelve Months Ended September 30, 2014, and the Year Ended December 31, 2013," in which we present the amount of distributable cash flow we would have generated on a pro forma basis for the twelve months ended September 30, 2014, and the year ended December 31, 2013, derived from our unaudited pro forma combined financial statements that are included in this prospectus, as adjusted to give pro forma effect to this offering and the related formation transactions; and

    "Estimated Distributable Cash Flow for the Twelve Months Ending December 31, 2015 and the Twelve Months Ending September 30, 2015," in which we provide our estimated forecast of our ability to generate sufficient distributable cash flow to support the payment of the minimum quarterly distribution on all units for the twelve months ending December 31, 2015 and September 30, 2015, respectively.


Unaudited Pro Forma Distributable Cash Flow for the Twelve Months Ended September 30, 2014, and the Year Ended December 31, 2013

       If we had completed the formation transactions on January 1, 2013, pro forma distributable cash flow generated for the twelve months ended September 30, 2014, and the year ended December 31, 2013, would have been $10,556,007 and $9,144,090, respectively. The amount of distributable cash flow we must generate to support the payment of minimum quarterly distributions for four quarters on all our common and subordinated units to be outstanding immediately after this offering, is $9,013,440 (or an average of $2,253,360 per quarter). As a result, we would have had sufficient distributable cash flow on a pro forma basis to pay the aggregate minimum quarterly distributions on our common and subordinated units for the twelve months ended September 30, 2014 and for the year ended December 31, 2013.

       We based the pro forma adjustments upon currently available information and specific estimates and assumptions. The pro forma amounts below do not purport to present our results of operations had the transactions contemplated in this prospectus actually been completed as of the dates indicated. In addition, distributable cash flow is primarily a cash accounting concept, while our unaudited pro forma combined financial statements have been prepared on an accrual basis. Moreover, the pro forma adjustments made below contain adjustments in addition to or different from the adjustments made on our pro forma financial statements appearing elsewhere herein. As a result, you should view the amount of pro forma distributable cash flow only as a general indication of the amount of distributable cash flow that we might have generated had we been formed on January 1, 2013 and October 1, 2013, respectively.

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       We use the term "distributable cash flow" to measure whether we have generated from our operations, or "earned," a particular amount of cash sufficient to support the payment of the minimum quarterly distributions. Our partnership agreement contains the concept of "operating surplus" to determine whether our operations are generating sufficient cash to support the distributions that we are paying, as opposed to returning capital to our partners. Please read "Provisions of Our Partnership Agreement Relating to Cash Distributions – Operating Surplus and Capital Surplus – Operating Surplus." Because operating surplus is a cumulative concept (measured from the initial public offering date, and compared to cumulative distributions from the initial public offering date), we use the term distributable cash flow to approximate operating surplus on a quarterly or annual, rather than a cumulative, basis. As a result, distributable cash flow is not necessarily indicative of the actual cash we have on hand to distribute or that we are required to distribute.

       The following table illustrates, on a pro forma basis, for the twelve months ended September 30, 2014, and the year ended December 31, 2013, the amount of cash that would have been available for distribution to our unitholders and our general partner, assuming in each case that this offering and the other transactions contemplated in this prospectus had been consummated on January 1, 2013. The pro forma adjustments presented below give effect to this offering and the related transactions. The pro forma amounts below are presented on a twelve-month basis, and there is no guarantee that we would have had available cash sufficient to pay the full minimum quarterly distribution on all of

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our outstanding units for each quarter within the twelve-month periods presented. Certain of the adjustments are explained in further detail in the footnotes to such adjustments.

 
  Pro Forma
Twelve Months Ended
September 30, 2014(1)
  Pro Forma
Year Ended
December 31, 2013
 

Pro forma net income

  $ 6,066,340   $ 5,371,593  

Add:

             

Amortization expense

    3,491,228     3,254,868  

Interest expense(2)

    2,820,000     2,820,000  
           

Pro forma EBITDA(3)

  $ 12,377,568   $ 11,446,461  
           

Less:

             

Straight line rent adjustments

    (117,405 )   (153,242 )

Amortization of above- and below-market rents          

    (446,976 )   (351,643 )

Unrealized gain on derivative financial instruments          

    (295,432 )   (1,279,176 )

Add:

             

Impairments

    807,446     1,040,437  

Acquisition-related expenses

    29,775     318,600  

Deemed capital contribution due to cap on general and administrative expense reimbursement(4)

    521,031     442,653  
           

Pro forma Adjusted EBITDA(3)

  $ 12,876,007   $ 11,464,090  
           

Less:

             

Expansion capital expenditures(5)

    (7,417,023 )   (28,830,369 )

Maintenance capital expenditures(6)

         

Cash interest expense(7)

    (2,320,000 )   (2,320,000 )

Incremental general and administrative expenses associated with being a publicly traded partnership(8)

         

Add:

             

Borrowings and capital contributions to fund expansion capital expenditures          

    7,417,023     28,830,369  
           

Pro forma distributable cash flow

  $ 10,556,007   $ 9,144,090  
           

Implied cash distribution at the minimum quarterly distribution

             

Annualized minimum quarterly distribution per unit

  $ 1.15   $ 1.15  

Distributions to public common unitholders

  $ 3,450,000   $ 3,450,000  

Distributions to Contributing Landmark Fund legacy members – common units              

    1,958,065     1,958,065  

Distributions to Landmark – subordinated units

    3,605,375     3,605,375  
           

Total distributions to our unitholders

  $ 9,013,440   $ 9,013,440  
           
           

Excess of distributable cash flow over aggregate annualized minimum quarterly distribution

  $ 1,542,567   $ 130,650  

(1)
Represents the combination of the pro forma results for the year ended December 31, 2013 and the nine months ended September 30, 2014, which are included elsewhere in this prospectus, less the pro forma results for the nine months ended September 30, 2013, which are not included in this prospectus.
(2)
Interest expense includes the amortization of deferred loan costs incurred in connection with the amendment and restatement of the secured debt facilities as a new revolving credit facility.
(3)
For a definition of the non-GAAP financial measure of EBITDA and Adjusted EBITDA and a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, please read "Selected Historical and Pro Forma Combined Financial Data – Non-GAAP Financial Measures."
(4)
Under the omnibus agreement that we will enter into at the closing of this offering, we will agree to reimburse Landmark for expenses related to certain general and administrative services Landmark will provide to us in support of our business, subject to a quarterly cap equal to the greater of $162,500 and 3% of our revenue during the preceding calendar quarter. This cap on expenses will last until the earlier to occur of:

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    (i) the date on which our revenue for the immediately preceding four consecutive fiscal quarters exceeded $80.0 million and (ii) the fifth anniversary of the closing of this offering. The amounts we incurred in the twelve months ended September 30, 2014 and the year ended December 31, 2013, respectively, which would have been subject to our expense cap were $764,677 and $722,028 of general and administrative expenses and $406,354 and $370,625 of management fees to affiliates. We have treated the management fees paid to Landmark as an allocation of additional general and administrative expenses, which would have also been subject to the cap. Upon the closing of the offering and the formation transactions, Landmark's right to receive this management fee will be terminated. The amount of general and administrative expense incurred by Landmark in excess of the cap that are not required to be reimbursed by us will be reflected as a deemed capital contribution in our financial statements rather than a reduction of our general and administrative expenses.

(5)
We have historically incurred expansion capital expenditures through the acquisition of real property interests, acquiring 17 and 171 tenant sites for the twelve months ended September 30, 2014 and the year ended December 31, 2013, respectively, which represented only a portion of Landmark's total acquisitions for these periods. Expansion capital expenditures are those cash expenditures incurred for acquisitions or capital improvements that we expect will increase our operating income or operating capacity over the long term. Please read "Provisions of Our Partnership Agreement Relating to Cash Distributions – Capital Expenditures." Also includes acquisition-related expenses of $29,775 and $318,600 for the twelve months ended September 30, 2014 and the year ended December 31, 2013, respectively.
(6)
We have historically had no maintenance capital expenditures because substantially all of our tenant lease arrangements are effectively triple net which means our tenants or the underlying property owners are contractually responsible for property-level operating expenses, including maintenance capital expenditures, taxes and insurance. We anticipate that effectively triple net lease arrangements will continue to represent substantially all of our tenant leases and, correspondingly, that we will continue to have no maintenance capital expenditures.
(7)
Represents interest expense on borrowings under our new revolving credit facility, excluding amortization of deferred loan costs.
(8)
We anticipate that we will incur $1.8 million of incremental general and administrative expenses as a result of becoming a publicly traded partnership, and under the omnibus agreement, we will reimburse Landmark for those expenses. For the twelve months ended September 30, 2014 and the year ended December 31, 2014, our pro forma general and administrative expenses exceeded the cap, so we would not have had to reimburse any amounts to Landmark for the incremental general and administrative expenses.


Estimated Distributable Cash Flow for the Twelve Months Ending December 31, 2015 and the Twelve Months Ending September 30, 2015

       We forecast our estimated distributable cash flow for the twelve month periods ending December 31, 2015 and September 30, 2015, will be approximately $9,464,113 and $9,387,203, respectively. This amount would exceed by $450,673 and $373,763, respectively, the amount needed to pay the aggregate annualized minimum quarterly distribution of $9,013,440 on all of our outstanding common and subordinated units for the twelve month periods ending December 31, 2015 and September 30, 2015. The number of outstanding units on which we have based our estimate does not include any common units that may be issued under the long-term incentive plan that our general partner will adopt prior to the closing of this offering.

       We have not historically made public projections as to future operations, earnings or other results. However, management has prepared the forecast of estimated distributable cash flow for the twelve months ending December 31, 2015 and the twelve months ending September 30, 2015, and related assumptions set forth below to substantiate our belief that we will have sufficient available cash to pay the minimum quarterly distribution to all our unitholders for the twelve month periods ending December 31, 2015 and September 30, 2015, respectively. Please read "Cash Distribution Policy and Restrictions on Distributions – Significant Forecast Assumptions" for further information as to the assumptions we have made for this forecast. This forecast is a forward-looking statement and should be read together with our historical and unaudited pro forma combined financial statements and the accompanying notes included elsewhere in this prospectus and "Management's Discussion and Analysis of Financial Condition and Results of Operations." This forecast was not prepared with a view toward complying with the published guidelines of the SEC or guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of our management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management's knowledge and belief, the assumptions on which we base our belief that we can generate sufficient distributable cash flow to pay the minimum quarterly distribution to all unitholders for the forecasted period. However, this information is not fact and should not be relied upon as being necessarily indicative of our future results, and readers of this prospectus are cautioned not to place undue reliance on the prospective financial information.

       The prospective financial information included in this registration statement has been prepared by, and is the responsibility of, our management. Neither Ernst & Young LLP nor any other independent accountants have audited, reviewed, compiled, nor performed any procedures with respect to the accompanying prospective

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financial information nor have they expressed any opinion or any other form of assurance with respect thereto. The Ernst & Young LLP report included in this prospectus relates to our historical financial statements and the combined historical financial statements of our Predecessor. It does not extend to the prospective financial information and should not be read to do so.

       When considering our financial forecast, you should keep in mind the risk factors and other cautionary statements under "Risk Factors." Any of the risks discussed in this prospectus, to the extent they are realized, could cause our actual results of operations to vary significantly from those that would enable us to generate our estimated distributable cash flow.

       The assumptions and estimates underlying the prospective financial information are inherently uncertain and, though considered reasonable by us as of the date of its preparation, are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Please read "Cautionary Statement Concerning Forward-Looking Statements" and "Risk Factors" for a discussion of various factors that could materially affect our financial condition, results of operations, business, prospects and securities. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Partnership or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this prospectus should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.

       We do not undertake any obligation to release publicly the results of any future revisions we may make to the forecast or to update this forecast to reflect events or circumstances after the date of this prospectus. Therefore, you are cautioned not to place undue reliance on this prospective financial information.

       Additional information relating to the principal assumptions used in preparing the projections is set forth below.

       In light of the above, the statement that we believe that we will have sufficient distributable cash flow to allow us to pay the full minimum quarterly distribution on all our outstanding units for the twelve months ending December 31, 2015 and the twelve months ending September 30, 2015 should not be regarded as a representation by us or the underwriters or any other person that we will pay such distributions. Therefore, you are cautioned not to place undue reliance on this information.

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       The following table presents our forecasts of estimated distributable cash flow for the twelve month periods ending December 31, 2015 and September 30, 2015 and the distributable cash flow, on a pro forma basis, for the twelve months ended September 30, 2014.

 
  Forecast
Twelve Months
Ending
December 31, 2015
  Forecast
Twelve Months
Ending
September 30, 2015
  Pro forma
Twelve Months
Ended
September 30, 2014(1)
 

Total revenue

  $ 13,934,512   $ 13,864,696   $ 14,110,983  

Expenses:

                   

Management fees to affiliate           

            (406,354 )

Property operating

            (20,595 )

General and administrative

    (2,500,000 )(2)   (2,500,000 )(2)   (764,677 )

Acquisition-related

        (8,100 )   (29,775 )

Amortization

    (3,484,429 )   (3,489,278 )   (3,491,228 )

Impairments

            (807,446 )
               

Total expenses

   
(5,984,429

)
 
(5,997,378

)
 
(5,520,075

)

Other income and expenses

   
 
   
 
   
 
 

Interest expense

    (3,637,500 )(3)   (3,637,500 )(3)   (2,820,000 )(3)

Unrealized gain on derivative financial instruments           

            295,432  
               

Total other income and expenses

    (3,637,500 )   (3,637,500 )   (2,524,568 )
               

Net income

  $ 4,312,583   $ 4,229,818   $ 6,066,340  

Add:

                   

Amortization

    3,484,429     3,489,278     3,491,228  

Interest expense

    3,637,500     3,637,500     2,820,000  
               

Estimated/Pro Forma EBITDA(4)

 
$

11,434,512
 
$

11,356,596
 
$

12,377,568
 

Less:

                   

Straight line rent adjustments           

    (62,232 )   (76,790 )   (117,405 )

Amortization of above- and below-market rents

    (620,667 )   (613,203 )   (446,976 )

Unrealized gain on derivative financial instruments           

            (295,432 )

Add:

                   

Impairments

            807,446  

Acquisition-related expenses           

        8,100     29,775  

Deemed capital contribution due to cap on general and administrative expense reimbursement(5)

    1,850,000     1,850,000     521,031  
               

Estimated/Pro Forma Adjusted EBITDA

 
$

12,601,613
 
$

12,524,703
 
$

12,876,007
 

Less:

                   

Expansion capital expenditures(6)

        (1,869,243 )   (7,417,023 )

Maintenance capital expenditures(7)

             

Cash interest expense

    (3,137,500 )(8)   (3,137,500 )(8)   (2,320,000 )(8)

Add:

                   

Borrowings and capital contributions to fund expansion capital expenditures

        1,869,243     7,417,023  
               

Estimated/Pro Forma distributable cash flow

 
$

9,464,113
 
$

9,387,203
 
$

10,556,007
 
               

Implied cash distribution at the minimum quarterly distribution

                   

Annualized minimum quarterly distribution per unit

  $ 1.15   $ 1.15   $ 1.15  

Distributions to public common unitholders

  $ 3,450,000   $ 3,450,000   $ 3,450,000  

Distributions to Contributing Landmark Fund legacy members – common units

    1,958,065     1,958,065     1,958,065  

Distributions to Landmark – subordinated units

    3,605,375     3,605,375     3,605,375  
               

Total distributions to our unitholders

  $ 9,013,440   $ 9,013,440   $ 9,013,440  
               
               

Excess of distributable cash flow over aggregate annualized minimum quarterly distribution

  $ 450,673   $ 373,763   $ 1,542,567  

(1)
Represents the combination of the pro forma results for the year ended December 31, 2013 and the nine months ended September 30, 2014, which are included elsewhere in this prospectus, less the pro forma results for the nine months ended September 30, 2013, which are not

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    included in this prospectus.

(2)
Forecast includes $1.8 million of estimated incremental annual expenses associated with being a publicly traded partnership.
(3)
Represents interest expense on borrowings under our new revolving credit facility.
(4)
For a definition of EBITDA and Adjusted EBITDA and a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP, and for a discussion of how we use EBITDA and Adjusted EBITDA to evaluate our operating performance please read "Selected Historical and Pro Forma Combined Financial Data – Non-GAAP Financial Measures."
(5)
Under the omnibus agreement that we will enter into at the closing of this offering, we will agree to reimburse Landmark for expenses related to certain general and administrative services Landmark will provide to us in support of our business, subject to a quarterly cap equal to the greater of $162,500 and 3% of our revenue during the preceding calendar quarter. This cap on expenses will last until the earlier to occur of: (i) the date on which our revenue for the immediately preceding four consecutive fiscal quarters exceeded $80.0 million and (ii) the fifth anniversary of the closing of this offering. The amount of general and administrative expense incurred by Landmark in excess of the cap that will not be required to be reimbursed by us will be reflected as a deemed capital contribution in our financial statements rather than a reduction of our general and administrative expenses.
(6)
We have historically incurred expansion capital expenditures through the acquisition of real property interests, acquiring 17 and 171 tenant sites for the twelve months ended September 30, 2014 and the year ended December 31, 2013, respectively, which acquisitions by us represented only a portion of Landmarks' total acquisitions for these periods. Except for the acquisition of 9 tenant sites completed in October 2014, we have assumed no expansion capital expenditures for the forecasted periods.
(7)
We have historically had no maintenance capital expenditures because our tenant lease arrangements are effectively triple net, which generally means our tenants or the underlying property owners are contractually responsible for property-level operating expenses, including maintenance capital expenditures, taxes and insurance. We anticipate that effectively triple net lease arrangements will continue to represent substantially all of our tenant leases and, correspondingly, that we will continue to have no maintenance capital expenditures.
(8)
Represents interest expense on borrowings under our new revolving credit facility, excluding amortization of deferred loan costs.


Significant Forecast Assumptions

       The forecast has been prepared by and is the responsibility of management. The forecast reflects our judgment as of the date of this prospectus of conditions we expect to exist and the course of action we expect to take during the twelve month periods ending December 31, 2015 and September 30, 2015. While the assumptions discussed below are not all-inclusive, they include those that we believe are material to our forecasted results of operations, and any assumptions not discussed below were not deemed to be material. We believe we have a reasonable, objective basis for these assumptions. We believe our actual results of operations will approximate those reflected in our forecast, but we can give no assurance that our forecasted results will be achieved. There will likely be differences between our forecast and our actual results and those differences could be material. If the forecasted results are not achieved, we may not be able to pay cash distributions on our common units at the minimum quarterly distribution rate.

    Revenue

       We generate revenue primarily from leasing our real property interests to owners and operators of infrastructure assets in the wireless communication, outdoor advertising and renewable power generation industries.

       In forecasting revenue from our real property interests, we have based our projections on the following assumptions:

    We have generally assumed we will collect rental revenue, including increases in rental revenue from contractual rent escalators and revenue sharing arrangements, pursuant to the terms of our existing leases, subject to the occupancy rate discussion below. As of October 13, 2014, 95% of our tenant leases contained contractual rent escalators, 88% of which were fixed-rate (with an average annual escalation rate of approximately 2.6%) and 7% of which were tied to CPI. For the purposes of forecasting CPI-based rent increases, we forecast CPI based on recent CPI history and future expectations.

    For leases that contain revenue sharing agreements we have based our forecast on actual recent revenue sharing amounts, without assuming increases or decreases.

    Although historically 99% of our available tenant sites have been actively leased, we have forecast an occupancy rate of approximately 97%, which is consistent with our long-term expectations and reflects potential lease cancellations expected in connection with tenant consolidation and the possibility of other unforeseen circumstances.

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    We have not forecasted additional revenue resulting from future lease amendments.

    Straight line rent adjustments are forecasted based on the contractual terms of the leases in place, subject to adjustment for the previous factors, and above- and below-market lease intangible amortization is based on the existing balance of above- and below-market intangibles and their associated estimated lives.

    Forecasted revenue for the twelve month periods ending December 31, 2015 and September 30, 2015 includes $154,562 and $141,147, respectively, of revenue from 9 tenant sites acquired in October 2014.

       To forecast interest income on our receivables, we have forecasted the amount of interest income we expect to realize based on the contractual payments expected to be received and the related receivable amortization schedule. Please read "Business and Properties – Our Initial Portfolio of Real Property Interests – Other Assets."

       As shown in the following table, we estimate that we will generate revenue of $13,934,512 and $13,864,696 for the twelve month periods ending December 31, 2015 and September 30, 2015, respectively, compared to pro forma revenue of $14,110,983 and $12,625,429 for the twelve months ended September 30, 2014 and the year ended December 31, 2013, respectively. The forecasted revenue reflects only the assets to be contributed to us in connection with this offering and formation transactions and does not account for potential acquisitions we may complete in the twelve months following the closing of this offering.

 
  Forecasted Revenue for
Twelve Months Ending
  Pro Forma Revenue for
Twelve Months Ended
 
 
  December 31,
2015
  September 30,
2015
  September 30,
2014
  December 31,
2013
 

Real Property Interests

                         

Wireless Communication

  $ 11,138,911   $ 11,081,367   $ 11,493,205   $ 10,146,943  

Outdoor Advertising

    2,073,085     2,056,126     1,855,470     1,686,124  

Renewable Power Generation

    30,962     22,018     6,356      
                   

Subtotal – Revenue from Real Property Interests

 
$

13,242,958
 
$

13,159,511
 
$

13,355,031
 
$

11,833,067
 

Interest Income on Receivables

    691,554     705,185     755,952     792,362  
                   

Total Revenue

  $ 13,934,512   $ 13,864,696   $ 14,110,983   $ 12,625,429  
                   
                   

    Operating Expenses

       Substantially all of our tenant sites are subject to effectively triple net lease arrangements, meaning that our tenants or the underlying property owners are contractually responsible for property-level operating expenses. For the pro forma twelve months ended September 30, 2014 and the year ended December 31, 2013, our property-level operating expenses were less than 1% of revenue. For this reason, we have not forecast any property-level operating expenses for the twelve month periods ending December 31, 2015 and September 30, 2015.

    General and Administrative Expense

       Our general and administrative expense consisted of $764,677 and $722,028 of pro forma general and administrative expense and $406,354 and $370,625 of pro forma management fees to affiliates for the twelve month periods ended September 30, 2014 and the year ended December 31, 2013, respectively. For each of the twelve month periods ending December 31, 2015 and September 30, 2015, we anticipate general and administrative expenses of $2.5 million, with the increase primarily a result of $1.8 million of incremental expenses we expect to incur as a result of becoming a public company, including, but not limited to, board of directors' fees and expenses, directors' and officers' insurance, Sarbanes-Oxley Act of 2002 compliance costs, SEC reporting expenses and incremental audit and tax fees. Our pro forma historical results also include the management fee charged by Landmark to cover certain administrative costs as the managing member of the Contributing Landmark Funds. The amount of the management fees paid to Landmark was $406,354 and $370,625 for the twelve months ended September 30, 2014 and the year ended December 31, 2013. Concurrent with the closing of this offering, Landmark's right to receive the management fee for

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managing these assets will be terminated and we will instead reimburse Landmark for certain general and administrative expenses incurred by Landmark pursuant to the omnibus agreement, subject to a cap, as described below.

       Under the omnibus agreement that we will enter into at the closing of this offering, we will agree to reimburse Landmark for expenses related to certain general and administrative services Landmark will provide to us in support of our business, subject to a quarterly cap equal to the greater of $162,500 and 3% of our revenue during the preceding calendar. This cap on expenses will last until the earlier to occur of (i) the date on which our revenue for the immediately preceding four consecutive fiscal quarters exceeded $80.0 million and (ii) the fifth anniversary of the closing of this offering. To the extent such general and administrative expenses exceed the cap amount, we will not be required to reimburse Landmark for such excess and reimbursement for the excess will be reflected on our financial statements as a capital contribution from Landmark rather than as a reduction of our general and administrative expenses, except for expenses of Landmark and its affiliates that would otherwise have been allocated to us, which are not included in our forecasted general and administrative expenses. For the forecast periods, we have assumed the cap would apply for our general and administrative expenses in excess of $650,000 and, as a result, in calculating our forecasted Adjusted EBITDA, we have added back a capital contribution of $1,850,000. In addition, due to the cap, additional expenses of approximately $1,000,000 that would have been allocated to us by our general partner are not included in our forecasted general and administrative expenses.

       For a more complete description of these agreements and the services covered by it, please read "Certain Relationships and Related Party Transactions – Agreements Governing the Transactions – Omnibus Agreement."

    Amortization Expense

       We estimate that amortization expense will be $3,484,429 and $3,489,278 for the twelve month periods ending December 31, 2015 and September 30, 2015, respectively, compared to $3,491,228 and $3,254,868 for the pro forma twelve months ended September 30, 2014 and the year ended December 31, 2013, respectively. Forecasted amortization expense for the twelve month periods ending December 31, 2015 and September 30, 2015 includes amortization expense of $25,584 related to 9 tenant sites acquired in October 2014. We forecast amortization expense based on the expected cost basis of our assets and their related amortization lives.

    Financing

       We estimate that interest expense for each of the twelve month periods ending December 31, 2015 and September 30, 2015 will be $3,637,500, compared to $2,820,000 for the pro forma twelve months ended September 30, 2014 and the year ended December 31, 2013, respectively. Our forecasted interest expense for the twelve month periods ending December 31, 2015 and September 30, 2015 is based on the following assumptions:

    an effective interest rate of approximately 4.9%, based on:

    expected applicable base rates and spreads pursuant to the new revolving credit facility that results from the amendment and restatement of the secured debt facilities in connection with this offering;

    the impact of certain hedging activities that we intend to execute, reflecting our anticipated mix of borrowings subject to either fixed or floating interest rates;

    annual commitment fees associated with undrawn capacity, as well as the amortization of estimated deferred issuance costs incurred in connection with our new revolving credit facility; and

    we will remain in compliance with the financial and other covenants in our new revolving credit facility.

       The effective interest rate of 3.8% used to calculate pro forma interest expense for the twelve months ended September 30, 2014 and the year ended December 31, 2013 was based on the same assumptions as the forecast period, other than the assumptions with respect to hedging activities.

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    Capital Expenditures

       We estimate that we will have no maintenance capital expenditures for the twelve month periods ending December 31, 2015 and September 30, 2015. Substantially all of our lease arrangements are effectively triple net, meaning that our tenants or the underlying property owners are responsible for property-level expenses, including maintenance capital expenditures. For this reason, we expect to have no maintenance capital expenditures. No maintenance capital expenditures were incurred during the pro forma twelve months ended September 30, 2014 or the year ended December 31, 2013. Further, except for the acquisition of 9 tenant sites in October 2014, we have assumed no expansion capital expenditures for the twelve month periods ending December 31, 2015 and September 30, 2015. Although we have not forecasted any expansion capital expenditures, we may make expansion capital expenditures in connection with acquisitions from Landmark or its affiliates or unrelated third parties. We would expect to finance any acquisitions with the issuance of additional equity or the incurrence of additional debt.

    Regulatory, Industry and Economic Factors

       Our forecasts of estimated distributable cash flow for the twelve month periods ending December 31, 2015 and September 30, 2015 are based on the following significant assumptions related to regulatory, industry and economic factors:

    There will not be any new federal, state, or local regulation, or any interpretation of existing regulation which will be materially adverse to our business;

    There will not be any material accidents, weather-related incidents, or similar unanticipated events with respect to our assets; and

    There will not be any material adverse changes in the wireless communication, outdoor advertising or renewable power generation industries, or to overall economic conditions.

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PROVISIONS OF OUR PARTNERSHIP AGREEMENT RELATING TO CASH DISTRIBUTIONS

       Set forth below is a summary of the significant provisions of our partnership agreement that relate to cash distributions.


Distributions of Available Cash

    General

       Our partnership agreement requires that, within 45 days after the end of each quarter, beginning with the quarter ending December 31, 2014, we distribute all of our available cash to unitholders of record on the applicable record date. We will adjust the amount of our distribution for the period from the closing of this offering through                      , 2014, based on the actual length of the period.

    Definition of Available Cash

       Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter:

    less, the amount of cash reserves established by our general partner to:

    provide for the proper conduct of our business (including reserves for our future capital expenditures and anticipated future debt service requirements);

    comply with applicable law, any of our or our subsidiaries' debt instruments or other agreements; or

    provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters (provided that our general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent us from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter).

    plus, if our general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.

       The purpose and effect of the last bullet point above is to allow our general partner, if it so decides, to use cash from working capital borrowings made after the end of the quarter but on or before the date of determination of available cash for that quarter to pay distributions to unitholders. Under our partnership agreement, working capital borrowings are generally borrowings that are made under a credit facility, commercial paper facility or similar financing arrangement, and in all cases are used solely for working capital purposes or to pay distributions to partners and with the intent of the borrower to repay such borrowings within twelve months with funds other than from additional working capital borrowings.

    Intent to Distribute the Minimum Quarterly Distribution

       Under our current cash distribution policy, we intend to pay a minimum quarterly distribution to the holders of our common units and subordinated units of $0.287500 per unit, or $1.15 per unit on an annualized basis, to the extent we have sufficient available cash after the establishment of cash reserves and the payment of costs and expenses, including reimbursements of expenses to our general partner. However, there is no guarantee that we will pay the minimum quarterly distribution on our units in any quarter. The amount of distributions paid under our cash distribution policy and the decision to pay any distribution will be determined by our general partner, taking into consideration the terms of our partnership agreement. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – New Revolving Credit Facility" for a discussion of the restrictions included in our new revolving credit facility that may restrict our ability to pay distributions.

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    General Partner Interest and Incentive Distribution Rights

       Initially, our general partner will own a non-economic general partner interest in us, which will not entitle it to receive cash distributions. However, our general partner may in the future own common units or other equity interests in us and will be entitled to receive distributions on any such interests.

       Our general partner will also initially hold incentive distribution rights that will entitle it to receive increasing percentages, up to a maximum of 50%, of the available cash we distribute from operating surplus (as defined below) in excess of $0.330625 per unit per quarter. The maximum distribution of 50% does not include any distributions that our general partner or its affiliates may receive on common or subordinated units that they own. Please read "Our Partnership Agreement" for additional information.


Operating Surplus and Capital Surplus

    General

       All cash distributed to unitholders will be characterized as either being paid from "operating surplus" or "capital surplus." We treat distributions of available cash from operating surplus differently than distributions of available cash from capital surplus.

    Operating Surplus

       We define operating surplus as:

    $10.0 million (as described below); plus

    all of our cash receipts after the closing of this offering, excluding cash from interim capital transactions (as defined below), provided that cash receipts from the termination of an interest rate hedge prior to its specified termination date shall be included in operating surplus in equal quarterly installments over the remaining scheduled life of such interest rate hedge; plus

    working capital borrowings made after the end of a quarter but on or before the date of determination of operating surplus for that quarter; plus

    cash distributions (including incremental distributions on incentive distribution rights) paid in respect of equity issued, other than equity issued in this offering, to finance all or a portion of expansion capital expenditures in respect of the period from such financing until the earlier to occur of the date the capital asset commences commercial service and the date that it is abandoned or disposed of; less

    all of our operating expenditures (as defined below) after the closing of this offering; less

    the amount of cash reserves established by our general partner to provide funds for future operating expenditures; less

    all working capital borrowings not repaid within twelve months after having been incurred, or repaid within such 12-month period with the proceeds of additional working capital borrowings.

       As described above, operating surplus does not reflect actual cash on hand that is available for distribution to our unitholders and is not limited to cash generated by operations. For example, it includes a provision that will enable us, if we choose, to distribute as operating surplus up to $10.0 million of cash we receive in the future from non-operating sources such as asset sales, issuances of securities and long-term borrowings that would otherwise be distributed as capital surplus. In addition, the effect of including, as described above, certain cash distributions on equity interests in operating surplus will be to increase operating surplus by the amount of any such cash distributions. As a result, we may also distribute as operating surplus up to the amount of any such cash that we receive from non-operating sources.

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       The proceeds of working capital borrowings increase operating surplus and repayments of working capital borrowings are generally operating expenditures (as described below) and thus reduce operating surplus when repayments are made. However, if working capital borrowings, which increase operating surplus, are not repaid during the twelve-month period following the borrowing, they will be deemed repaid at the end of such period, thus decreasing operating surplus at such time. When such working capital borrowings are in fact repaid, they will not be treated as a further reduction in operating surplus because operating surplus will have been previously reduced by the deemed repayment.

       We define interim capital transactions as (1) borrowings, refinancings or refundings of indebtedness (other than working capital borrowings and items purchased on open account or for a deferred purchase price in the ordinary course of business) and sales of debt securities, (2) sales of equity securities, (3) sales or other dispositions of assets, other than sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business and sales or other dispositions of assets as part of normal asset retirements or replacements and (4) capital contributions received by us.

       We define operating expenditures as all of our cash expenditures, including taxes, reimbursements of expenses of our general partner and its affiliates, officer, director and employee compensation, cash interest expense, payments made in the ordinary course of business under interest rate hedge contracts (provided that payments made in connection with the termination of any interest rate hedge contract prior to the expiration of its settlement or termination date specified therein will be included in operating expenditures in equal quarterly installments over the remaining scheduled life of such interest rate hedge contract and amounts paid in connection with the initial purchase of an interest rate hedge contract will be amortized over the life of such interest rate hedge contract), maintenance capital expenditures (as discussed in further detail below), and repayment of working capital borrowings; provided, however, that operating expenditures will not include:

    repayments of working capital borrowings where such borrowings have previously been deemed to have been repaid (as described above);

    payments (including prepayments and prepayment penalties) of principal of and premium on indebtedness other than working capital borrowings;

    expansion capital expenditures;

    payment of transaction expenses (including taxes) relating to interim capital transactions;

    distributions to our partners;

    repurchases of partner interests (excluding repurchases we make to satisfy obligations under employee benefit plans); or

    any other expenditures or payments using the proceeds of this offering that are described in "Use of Proceeds."

    Capital Surplus

       Capital surplus is defined in our partnership agreement as any distribution of available cash in excess of our cumulative operating surplus. Accordingly, except as described above, capital surplus would generally be generated by:

    borrowings other than working capital borrowings;

    sales of our equity and debt securities;

    sales or other dispositions of assets, other than inventory, accounts receivable and other assets sold in the ordinary course of business or as part of ordinary course retirement or replacement of assets; and

    capital contributions received.

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    Characterization of Cash Distributions

       All available cash distributed by us on any date from any source will be treated as distributed from operating surplus until the sum of all available cash distributed by us since the closing of this offering equals the operating surplus from the closing of this offering through the end of the quarter immediately preceding that distribution. We anticipate that distributions from operating surplus will generally not represent a return of capital. However, operating surplus, as defined in our partnership agreement, includes certain components, including a $10.0 million cash basket, that represent non-operating sources of cash. Consequently, it is possible that all or a portion of specific distributions from operating surplus may represent a return of capital. Any available cash distributed by us in excess of our cumulative operating surplus will be deemed to be capital surplus under our partnership agreement. Our partnership agreement treats a distribution of capital surplus as the repayment of the initial unit price from this initial public offering and as a return of capital. We do not anticipate that we will pay any distributions from capital surplus.


Capital Expenditures

       Maintenance capital expenditures are cash expenditures (including expenditures for the construction or development of new capital assets or the replacement, improvement or expansion of existing capital assets) made to maintain, over the long term, our operating capacity or operating income.

       Unlike a number of other master limited partnerships, we initially do not expect to retain cash from our operations for maintenance capital expenditures, primarily due to the long-lived nature of our real property interests and the effectively triple net nature of our tenant lease arrangements. For the twelve months ended September 30, 2014 and the year ended December 31, 2013, we incurred no maintenance capital expenditures. In addition to not bearing responsibility for maintenance capital expenditures, we expect our revenue from existing assets to increase over time through contractual rent escalators, tenant revenue sharing arrangements and lease amendments, none of which require capital investment to achieve. Please read "Business and Properties – Business Strategies – Increase Cash Flow without Additional Capital Investment." In the future, the board of directors of our general partner may decide to retain cash for maintenance capital expenditures, which may have an adverse impact on our distributable cash flow.

       Expansion capital expenditures are cash expenditures incurred for acquisitions or capital improvements that we expect will increase our operating capacity or operating income over the long term. Examples of expansion capital expenditures include the acquisition of additional real property interests from Landmark, and from third parties, to the extent such acquisitions are expected to expand our long-term operating capacity or operating income. Expansion capital expenditures include interest payments (and related fees) on debt incurred to finance all or a portion of expansion capital expenditures in respect of the period from the date that we enter into a binding obligation to commence the construction, development, replacement, improvement or expansion of a capital asset and ending on the earlier to occur of the date that such capital improvement commences commercial service and the date that such capital improvement is abandoned or disposed of.

       Capital expenditures that are made in part for maintenance capital purposes and in part for expansion capital purposes will be allocated as maintenance capital expenditures or expansion capital expenditures by our general partner.


Subordinated Units and Subordination Period

    General

       Our partnership agreement provides that, during the subordination period (as defined below), the common units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.287500 per common unit, which amount is defined in our partnership agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. These units are deemed "subordinated" because for a period of time, referred to as the subordination period, the

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subordinated units will not be entitled to receive any distributions until the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters. Furthermore, no arrearages will accrue or be payable on the subordinated units. The practical effect of the subordinated units is to increase the likelihood that, during the subordination period, there will be available cash to be distributed on the common units.

    Subordination Period

       Except as described below, the subordination period will begin on the closing date of this offering and will extend until the first business day following the distribution of available cash in respect of any quarter, beginning with the quarter ending December 31, 2017, that each of the following tests are met:

    distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded $1.15 (the annualized minimum quarterly distribution), for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;

    the adjusted operating surplus (as defined below) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of $1.15 (the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units during those periods on a fully diluted basis; and

    there are no arrearages in payment of the minimum quarterly distribution on the common units.

    Early Termination of the Subordination Period

       Notwithstanding the foregoing, the subordination period will automatically terminate on the first business day following the distribution of available cash in respect of any quarter, beginning with the quarter ending December 31, 2015, that each of the following tests are met:

    distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded $1.725 (150% of the annualized minimum quarterly distribution), plus the related distributions on the incentive distribution rights, for the four-quarter period immediately preceding that date;

    the adjusted operating surplus (as defined below) generated during the four-quarter period immediately preceding that date equaled or exceeded the sum of (1) $1.725 (150% of the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units during that period on a fully diluted basis and (2) the corresponding distributions on the incentive distribution rights; and

    there are no arrearages in payment of the minimum quarterly distributions on the common units.

    Expiration Upon Removal of the General Partner

       In addition, if the unitholders remove our general partner other than for cause:

    the subordinated units held by any person will immediately and automatically convert into common units on a one-for-one basis, provided (1) neither such person nor any of its affiliates voted any of its units in favor of the removal and (2) such person is not an affiliate of the successor general partner;

    if all of the subordinated units convert pursuant to the foregoing, all cumulative common unit arrearages on the common units will be extinguished and the subordination period will end; and

    our general partner will have the right to convert its incentive distribution rights into common units or to receive cash in exchange for those interests.

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    Expiration of the Subordination Period

       When the subordination period ends, each outstanding subordinated unit will convert into one common unit and will thereafter participate pro rata with the other common units in distributions of available cash.

    Adjusted Operating Surplus

       Adjusted operating surplus is intended to reflect the cash generated from operations during a particular period and therefore excludes net drawdowns of reserves of cash established in prior periods. Adjusted operating surplus for a period consists of:

    operating surplus generated with respect to that period (excluding any amounts attributable to the item described in the first bullet under the caption "– Operating Surplus and Capital Surplus – Operating Surplus" above); less

    any net increase in working capital borrowings with respect to that period; less

    any net decrease in cash reserves for operating expenditures with respect to that period not relating to an operating expenditure made with respect to that period; plus

    any net decrease in working capital borrowings with respect to that period; plus

    any net decrease made in subsequent periods to cash reserves for operating expenditures initially established with respect to that period to the extent such decrease results in a reduction in adjusted operating surplus in subsequent periods; plus

    any net increase in cash reserves for operating expenditures with respect to that period required by any debt instrument for the repayment of principal, interest or premium.


Distributions of Available Cash From Operating Surplus During the Subordination Period

       We will pay distributions of available cash from operating surplus for any quarter during the subordination period in the following manner:

    first, to the common unitholders, pro rata, until we distribute for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter;

    second, to the common unitholders, pro rata, until we distribute for each outstanding common unit an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during the subordination period;

    third, to the subordinated unitholders, pro rata, until we distribute for each outstanding subordinated unit an amount equal to the minimum quarterly distribution for that quarter; and

    thereafter, in the manner described in "– General Partner Interest and Incentive Distribution Rights" below.


Distributions of Available Cash From Operating Surplus After the Subordination Period

       We will pay distributions of available cash from operating surplus for any quarter after the subordination period in the following manner:

    first, to all unitholders, pro rata, until we distribute for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter; and

    thereafter, in the manner described in "– General Partner Interest and Incentive Distribution Rights" below.

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       The preceding discussion is based on the assumption that we do not issue additional classes of equity securities.


General Partner Interest and Incentive Distribution Rights

       Our partnership agreement provides that our general partner initially will own a non-economic general partner interest and therefore not be entitled to distributions that we make prior to our liquidation, other than through common interests that it subsequently acquires or through the incentive distribution rights.

       Incentive distribution rights represent the right to receive an increasing percentage (15%, 25% and 50%) of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved for certain specified time periods. Our general partner currently holds the incentive distribution rights, but may transfer these rights separately from its general partner interest.

       The following discussion assumes that our general partner continues to own the incentive distribution rights.

       If for any quarter:

    we have distributed available cash from operating surplus to the common unitholders and subordinated unitholders in an amount equal to the minimum quarterly distribution; and

    we have distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

       then, we will distribute any additional available cash from operating surplus for that quarter among the unitholders and our general partner in the following manner:

    first, to all unitholders, pro rata, until each unitholder receives a total of $0.330625 per unit for that quarter (the "first target distribution");

    second, 85% to all unitholders, pro rata, and 15% to our general partner, until each unitholder receives a total of $0.359375 per unit for that quarter (the "second target distribution");

    third, 75% to all unitholders, pro rata, and 25% to our general partner, until each unitholder receives a total of $0.431250 per unit for that quarter (the "third target distribution"); and

    thereafter, 50% to all unitholders, pro rata, and 50% to our general partner.


Percentage Allocations of Available Cash from Operating Surplus

       The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and our general partner based on the specified target distribution levels. The amounts set forth under "Marginal percentage interest in distributions" are the percentage interests of our general partner and the unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column "Total quarterly distribution per unit target amount." The percentage interests shown for our unitholders and our general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the

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minimum quarterly distribution. The percentage interests set forth below for our general partner assume that our general partner has not transferred its incentive distribution rights and that there are no arrearages on common units.

 
   
   
  Marginal percentage
interest in distributions
 
 
  Total quarterly distribution
per unit target amount
  Unitholders   General Partner  

Minimum Quarterly Distribution

           $ 0.287500           100 %   0 %

First Target Distribution

  above $ 0.287500   up to $ 0.330625     100 %   0 %

Second Target Distribution

  above $ 0.330625   up to $ 0.359375     85 %   15 %

Third Target Distribution

  above $ 0.359375   up to $ 0.431250     75 %   25 %

Thereafter

  above $ 0.431250           50 %   50 %


Right to Reset Incentive Distribution Levels

       Our general partner, as the initial holder of the incentive distribution rights, has the right under our partnership agreement, subject to certain conditions, to elect to relinquish the right to receive incentive distribution payments based on the initial target distribution levels and to reset, at higher levels, the minimum quarterly distribution amount and target distribution levels upon which the incentive distribution payments to our general partner would be set. If our general partner transfers all or a portion of the incentive distribution rights in the future, then the holder or holders of a majority of the incentive distribution rights will be entitled to exercise this right. The following discussion assumes that our general partner holds all of the incentive distribution rights at the time that a reset election is made. The right of the holder of the incentive distribution rights to reset the minimum quarterly distribution amount and the target distribution levels upon which the incentive distributions payable to the holder of the incentive distribution rights are based may be exercised, without approval of our unitholders or the conflicts committee, at any time when there are no subordinated units outstanding, we have made cash distributions to the holders of the incentive distribution rights at the highest level of incentive distributions for each of the four consecutive fiscal quarters immediately preceding such time and the amount of each such distribution did not exceed adjusted operating surplus for such quarter. If our general partner and its affiliates are not the holders of a majority of the incentive distribution rights at the time an election is made to reset the minimum quarterly distribution amount and the target distribution levels, then the proposed reset will be subject to the prior written concurrence of the general partner that the conditions described above have been satisfied. The reset minimum quarterly distribution amount and target distribution levels will be higher than the minimum quarterly distribution amount and the target distribution levels prior to the reset such that the holder of the incentive distribution rights will not receive any incentive distributions under the reset target distribution levels until cash distributions per unit following this event increase as described below. We anticipate that our general partner would exercise this reset right in order to facilitate acquisitions or internal growth projects that would otherwise not be sufficiently accretive to cash distributions per common unit, taking into account the existing levels of incentive distribution payments being made to our general partner.

       In connection with the resetting of the minimum quarterly distribution amount and the target distribution levels and the corresponding relinquishment by our general partner of incentive distribution payments based on the target distributions prior to the reset, our general partner will be entitled to receive a number of newly issued common units based on a predetermined formula described below that takes into account the "cash parity" value of the average cash distributions related to the incentive distribution rights received by our general partner for the two quarters immediately preceding the reset event as compared to the average cash distributions per common unit during that two-quarter period.

       The number of common units that our general partner (or the then-holder of the incentive distribution rights, if other than our general partner) would be entitled to receive from us in connection with a resetting of the minimum quarterly distribution amount and the target distribution levels then in effect would be equal to the quotient determined by dividing (x) the average aggregate amount of cash distributions received by our general partner in respect of its incentive distribution rights during the two consecutive fiscal quarters ended immediately prior to the date of such reset election by (y) the average of the aggregate amount of cash distributed per common unit during each of these two quarters.

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       Following a reset election, the minimum quarterly distribution amount will be reset to an amount equal to the average cash distribution amount per common unit for the two fiscal quarters immediately preceding the reset election (which amount we refer to as the "reset minimum quarterly distribution") and the target distribution levels will be reset to be correspondingly higher such that we would distribute all of our available cash from operating surplus for each quarter thereafter as follows:

    first, to all unitholders, pro rata, until each unitholder receives an amount equal to 115% of the reset minimum quarterly distribution for that quarter;

    second, 85% to all unitholders, pro rata, and 15% to our general partner, until each unitholder receives an amount per unit equal to 125% of the reset minimum quarterly distribution for the quarter;

    third, 75% to all unitholders, pro rata, and 25% to our general partner, until each unitholder receives an amount per unit equal to 150% of the reset minimum quarterly distribution for the quarter; and

    thereafter, 50% to all unitholders, pro rata, and 50% to our general partner.

       The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and our general partner at various cash distribution levels (1) pursuant to the cash distribution provisions of our partnership agreement in effect at the completion of this offering, as well as (2) following a hypothetical reset of the minimum quarterly distribution and target distribution levels based on the assumption that the average quarterly cash distribution amount per common unit during the two fiscal quarters immediately preceding the reset election was $0.50.

 
   
  Marginal percentage
interest in
distributions
   
 
   
  Quarterly
distribution per
unit following
hypothetical reset
 
  Quarterly
distribution per
unit prior to reset
  Common
unitholders
  Incentive
distribution
rights

Minimum Quarterly Distribution

           $0.287500     100 %              $0.500000

First Target Distribution

  above $0.287500 up to $0.330625     100 %     above $0.500000 up to $0.575000(1)

Second Target Distribution

  above $0.330625 up to $0.359375     85 %   15 % above $0.575000 up to $0.625000(2)

Third Target Distribution

  above $0.359375 up to $0.431250     75 %   25 % above $0.625000 up to $0.750000(3)

Thereafter

  above $0.431250     50 %   50 % above $0.750000(3)

(1)
This amount is 115% of the hypothetical reset minimum quarterly distribution.
(2)
This amount is 125% of the hypothetical reset minimum quarterly distribution.
(3)
This amount is 150% of the hypothetical reset minimum quarterly distribution.

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       The following table illustrates the total amount of available cash from operating surplus that would be distributed to the unitholders and our general partner, including in respect of incentive distribution rights, based on an average of the amounts distributed for the two quarters immediately prior to the reset. The table assumes that immediately prior to the reset there would be 7,837,774 common units outstanding and the average distribution to each common unit would be $0.50 per quarter for the two consecutive non-overlapping quarters prior to the reset.

 
   
   
  Cash distribution to general
partner prior to reset
   
 
 
   
  Cash
distributions
to common
unitholders
prior to reset
   
 
 
  Quarterly
distribution per
unit prior to reset
  Common units   Incentive
distribution
rights
  Total   Total
distributions
 

Minimum Quarterly Distribution

           $0.287500   $ 1,352,016   $ 901,344   $   $ 901,344   $ 2,253,360  

First Target Distribution

  above $0.287500 up to $0.330625     202,802     135,202         135,202     338,004  

Second Target Distribution

  above $0.330625 up to $0.359375     135,202     90,134     39,765     129,900     265,101  

Third Target Distribution

  above $0.359375 up to $0.431250     338,004     225,336     187,780     413,116     751,120  

Thereafter

  above $0.431250     323,308     215,539     538,847     754,386     1,077,694