EL SEGUNDO, Calif., April 20, 2017 (GLOBE NEWSWIRE) -- Landmark Infrastructure Partners LP (the “Partnership”) (NASDAQ:LMRK) today announced that the board of directors of its general partner approved the pursuit of proposed changes to the structure through which the Partnership conducts its business. These changes are designed to simplify tax reporting for unitholders and intended to broaden the Partnership’s investor base by substantially eliminating unrelated business taxable income (“UBTI”) allocated by the Partnership to tax-exempt investors, including individuals investing through tax-deferred accounts such as an individual retirement account (“IRA”). The implementation of the changes contemplates moving the Partnership’s assets under a subsidiary intended to be taxed as a real estate investment trust (“REIT”). If these proposed changes are successfully implemented, the Partnership’s reporting on Schedule K-1 is expected to be simplified to include predominately dividends and other corporate distributions and related expenses, and intended to eliminate the amount of state taxable income sourced to states other than the state of residence for most individual unitholders. These changes are expected to apply to both the common and preferred units. The proposed changes are not expected to impact the presentation of the Partnership’s financial results. These proposed changes to the Partnership’s legal structure are not expected to be completed until the common unitholders (excluding the Partnership’s general partner and its affiliates) and subordinated unitholders, voting as separate classes, approve an amendment to the partnership agreement that imposes ownership limits on the holding of units in the Partnership necessary to support the new REIT subsidiary structure.
The Partnership currently expects to hold the meeting of the limited partners to approve the amendment to the partnership agreement sometime during the third quarter of 2017. There is no assurance that the proposed changes will be approved or implemented in any particular time frame or at all.
Rule 14a-12 Legend
The Partnership and the directors and officers of its general partner may be deemed to be participants in the solicitation of proxies from the Partnership’s unitholders in connection with the proposal to amend its limited partnership agreement. Information about the directors and executive officers of the Partnership’s general partner and their ownership of partnership interests is set forth in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2016.
Investors can obtain more information when the proxy statement relating to unitholder approval of the amendment to the Partnership’s partnership agreement becomes available. This proxy statement, and any other documents filed by the Partnership with the Securities and Exchange Commission (“SEC”), may be obtained free of charge at the SEC web site at www.sec.gov. Investors should read the proxy statement carefully, when it becomes available, before making any voting decision because it will contain important information.
Forward Looking Statements
Disclosures in this press release contain certain forward-looking statements within the meaning of the federal securities laws. Statements that do not relate strictly to historical or current facts are forward-looking. These statements contain words such as “possible,” “if,” “will,” “expect” and “assuming” and involve risks and uncertainties including, among others that our business plans may change as circumstances warrant. Accordingly, readers should not place undue reliance on forward-looking statements as a prediction of actual results. These risks and uncertainties include the risks that the proposed change in legal structure may not be consummated or the benefits contemplated therefrom may not be realized. Additional risks include the ability to obtain requisite regulatory and unitholder approval and the satisfaction of the other conditions to the consummation of the proposed change in structure. Actual results and outcomes may differ materially from those expressed in such forward-looking statements. Any forward-looking statements in this press release are made as of the date of this press release and the Partnership undertakes no obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or of which the Partnership becomes aware, after the date hereof, unless required by law.
About Landmark Infrastructure Partners LP
The Partnership is a growth-oriented master limited partnership formed to acquire, own and manage a portfolio of real property interests that the Partnership leases to companies in the wireless communication, outdoor advertising and renewable power generation industries. Headquartered in El Segundo, California, the Partnership owns and manages a diversified portfolio of real property interests, which includes long-term and perpetual easements, tenant lease assignments and fee simple properties, primarily located in the United States.