FWP 1 a16-15991_3fwp.htm FWP

 

FREE WRITING PROSPECTUS
Filed pursuant to Rule 433
Registration Statement No. 333-208316
August 3, 2016

 

PRICING TERM SHEET

 

LANDMARK INFRASTRUCTURE PARTNERS LP

 

7.90% Series B Cumulative Redeemable Perpetual Preferred Units
(Liquidation Preference $25.00 per Unit)

 

Issuer:

 

Landmark Infrastructure Partners LP

 

 

 

Securities Offered:

 

7.90% Series B Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series B Preferred Units”).

 

 

 

Number of Units:

 

1,600,000 Series B Preferred Units.

 

 

 

Number of Option Units:

 

240,000 Series B Preferred Units.

 

 

 

Public Offering Price:

 

$25.00 per unit; $40,000,000 total (assuming no exercise of the underwriters’ option to purchase additional units).

 

 

 

Underwriting Discounts:

 

$0.7875 per unit; $1,260,000 total (assuming no exercise of the underwriters’ option to purchase additional units).

 

 

 

Maturity Date:

 

Perpetual (unless redeemed by the issuer on or after August 8, 2021 or in connection with a change of control).

 

 

 

Ratings:

 

The Series B Preferred Units will not be rated.

 

 

 

Trade Date:

 

August 3, 2016

 

 

 

Settlement Date:

 

August 8, 2016 (T+3)

 

 

 

Liquidation Preference:

 

$25.00 per Series B Preferred Unit, plus accumulated and unpaid distributions.

 

 

 

Distribution Rate:

 

7.90% per annum for cash payment, based on liquidation preference of $25.00 per Series B Preferred Unit.

 

 

 

Distribution Payment Dates:

 

The “Distribution Payment Dates” for the Series B Preferred Units will be the 15th day of February, May, August and November of each year, commencing on November 15, 2016. The initial distribution on the Series B Preferred Units will be paid on November 15, 2016 in an amount equal to $0.5321527 per unit. Distributions on the Series B Preferred Units will accumulate at a rate of 7.90% per annum per $25.00 stated liquidation preference per Series B Preferred Unit.

 

 

 

Optional Redemption:

 

The Partnership shall have the option to redeem the Series B Preferred Units, in whole or in part, on or after August 8, 2021 or upon a change of control within 120 days after the first date on which such change of control occurs at the liquidation preference of $25.00 per unit, plus accrued but unpaid distributions.

 

 

 

Change of Control
Conversion Unit Cap:

 

2.85551

 

 

 

CUSIP/ISIN:

 

51508J 306 / US51508J3068

 

 

 

Joint Book-Running Managers:

 

UBS Securities LLC
RBC Capital Markets, LLC
FBR Capital Markets & Co.

 

 

 

Co-Managers:

 

Janney Montgomery Scott LLC
Wunderlich Securities, Inc.

 

 

 

Listing:

 

The issuer intends to file an application to list the Series B Preferred Units on the NASDAQ Global Market under the symbol “LMRKO.” If the application is approved, trading of the Series B Preferred Units on the NASDAQ Global Market is expected to commence within 30 days after their original issue date.

 


 

PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES

 

For the year ended December 31, 2015 and the six months ended June 30, 2016, our ratio of earnings to fixed charges, on a pro forma basis giving effect to this offering, would have been less than 1:1 for each period. On a pro forma basis giving effect to this offering, earnings were inadequate to cover fixed charges by $2.5 million and $1.7 million for the year ended December 31, 2015 and the six months ended June 30, 2016, respectively.

 

ADDITIONAL INFORMATION:

 

All information (including financial information) presented in the Preliminary Prospectus is deemed to have changed to the extent affected by the changes described herein.

 

This communication is intended for the sole use of the person to whom it is provided by us. This communication does not constitute an offer to sell the units and is not soliciting an offer to buy the units in any jurisdiction where the offer or sale is not permitted.

 

The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriters or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling UBS Securities LLC at (888) 827-7275, RBC Capital Markets, LLC at (866) 375-6829, or FBR Capital Markets & Co. at (703) 312-9726.

 

ANY DISCLAIMER OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED, SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.