Melody Investment Advisors Announces Proposal to Purchase All of Landmark Infrastructure Partners' Assets for $16.25 Per Common Unit in Cash

Rhea-AI Summary

Melody Investment Advisors LP has proposed to acquire 100% of the assets owned by Landmark Infrastructure Partners LP (LMRK) at $16.25 per common unit, offering a 25% premium over Digital Colony's proposal and a 20% premium over Verde's. The proposal highlights Melody's financial strength and commitment to a swift transaction, asserting it offers greater value and certainty compared to other bids. Melody calls for discussions with Landmark's Conflicts Committee, confident that most unaffiliated unitholders will find their offer compelling.

Positive

• Melody's proposal of $16.25 represents a 25% premium to the competing offer from Digital Colony and a 20% premium to Verde's proposal.
• Melody claims it can execute the transaction quickly due to its substantial committed capital and experience in the sector.

Negative

• None.

NEW YORK, Aug. 3, 2021 /PRNewswire/ -- Melody Investment Advisors LP ("Melody"), an alternative asset manager focused on mission-critical communications infrastructure, announced today that it has submitted a proposal to purchase 100% of the assets currently owned by Landmark Infrastructure Partners LP ("Landmark" or the "Company") (NASDAQ: LMRK) through one or a series of transactions that would result in holders of Landmark's common units receiving $16.25 per Landmark common unit in cash.

Melody's proposal represents a 25% premium to the $13.00 per Landmark common unit proposed by insider Digital Colony Acquisition ("Colony") and a 20% premium to the $13.50 per Landmark common unit proposal made by Verde Investments, Inc. ("Verde"), as set forth in its letter of July 16, 2021.  Melody's proposal both is financially superior and provides equal or greater transaction certainty than the Colony and Verde proposals given Melody's ample committed and available capital and ability to quickly close the transaction.

Melody requested that representatives of the Company's Conflicts Committee (the "Committee") promptly enter into discussions concerning the proposal. 

The text of the letter Melody sent to the Committee is included below in full. 

Landmark Infrastructure Partners LP
c/o Mr. Steven Sonnenstein, Chairman of the Board
400 Continental Boulevard, Suite 500
El Segundo, CA 90245

Dear Members of the Conflicts Committee:

Melody Investment Advisors LP, a Delaware limited partnership, on behalf of funds and co-investors it advises and/or manages (collectively, "Melody"), is hereby submitting a proposal to purchase 100% of the assets currently owned by Landmark Infrastructure Partners LP ("Landmark" or the "Company") through one or a series of transactions that would result in holders of Landmark's common units receiving $16.25 per Landmark common unit in cash.  Our proposed purchase price is based solely upon publicly available information and represents a 25% premium to the $13.00 per Landmark common unit proposed by insider Digital Colony Acquisitions, LLC, an affiliate of Landmark Infrastructure Partners GP LLC (the "GP") and Digital Colony Management, LLC ("Colony"), as first disclosed in the Company's Form 8-K on May 17, 2021, and a 20% premium to the $13.50 per Landmark common unit proposal made by Verde Investments, Inc. ("Verde"), as set forth in its letter to the board of directors of the GP (the "GP Board") on July 16, 2021. In order to demonstrate the seriousness of our proposal to all Landmark unitholders, please know we intend to make this letter public.

Our proposal is financially significantly superior to both the Colony and Verde publicly disclosed proposals, neither of which we believe fully value the Company's assets. Our proposal would also provide equal or greater transaction certainty.  We understand that the Conflicts Committee (the "Committee") of the GP Board and its financial and legal advisors are currently evaluating the Colony and Verde proposals.  We are confident that the vast majority of Landmark unitholders who are unaffiliated with Colony would find our proposal compelling.  If, in fact, the Committee is seeking to run a fair and open sales process and maximize value for Landmark's unitholders, as we expect is the Committee's intention, we request that representatives of the Committee promptly enter into discussions with us concerning our proposal. 

We believe that Melody is the buyer most able to maximize the value of these assets, which enables us to present a proposal superior to any other in terms of both value and certainty. As you may know, Melody has a specialist, sector-focused team focused on investing in assets such as those owned by Landmark.  In particular, our team has significant experience in the communications infrastructure ground and rooftop leasing industry, and are long-term owners and managers of such assets.  These types of assets are core to our business and, throughout its history, the Melody team has acquired and managed thousands of ground leases and rooftop cell sites in addition to acquiring, developing and managing thousands of macro tower assets.  We are therefore eager to pursue our proposed transaction and believe that we are well positioned to execute an efficient and straightforward transaction, having executed multiple transactions in this sector in an expeditious manner with both public and private counterparties. 

Though we have not yet had access to any of Landmark's non-public information, we have followed the company since its IPO and have reviewed the publicly available information regarding the Company.  As a result, and given our significant experience in this sector, we anticipate we will be able to conduct an expedited due diligence review, with the primary goal of confirming the assumptions we have made based on our review of the publicly available information.  Depending on the outcome of that diligence, we may also be able to increase our proposed per common unit purchase price, thus providing still greater value to Landmark unitholders. We have also analyzed the relevant regulatory approval considerations in connection with our proposal and are confident that all necessary approvals can be obtained in a timely fashion.

Melody is prepared to dedicate substantial resources towards the execution of definitive transaction agreements and the consummation of the proposed transaction and has identified legal, financial and tax advisors to assist in the process.  We have ample committed and available capital to support this proposal and can confirm that the definitive transaction agreements would not include a financing condition.  We believe that, if both parties work together collaboratively, we can enter into the definitive transaction agreements within 30 days.  Melody can thus provide both superior value and greater certainty of execution. 

In order to move forward on structuring a transaction that would be in the best interests of your Company and your Company's unaffiliated unitholders, we look forward to your reply.

                                                                                                    Sincerely,

                                                                                                    Omar Jaffrey
                                                                                                    Managing Partner
                                                                                                    Melody Investment Advisors LP

About Melody Investment Advisors

Melody Investment Advisors is an alternative asset manager led by Founder and Managing Partner, Omar Jaffrey, focused on communications infrastructure. The firm seeks to invest through direct asset ownership, as well as by developing innovative financing solutions to complex problems for leading global communications companies. To learn more about Melody Investment Advisors, visit
www.melodyinvestmentadvisors.com.

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SOURCE Melody Investment Advisors

FAQ

What is the proposal from Melody Investment Advisors for Landmark Infrastructure Partners (LMRK)?

Melody Investment Advisors has proposed to buy all assets of Landmark Infrastructure Partners at $16.25 per common unit, representing a significant premium over competing bids.

How much premium does Melody's offer represent compared to Digital Colony's and Verde's proposals?

Melody's offer of $16.25 per unit is a 25% premium over Digital Colony's proposal of $13.00 and a 20% premium over Verde's $13.50 proposal.

What advantages does Melody's proposal claim over other offers for LMRK?

Melody claims its offer is financially superior and offers greater transaction certainty due to its ample capital and quick execution capabilities.

What steps does Melody want from Landmark's Conflicts Committee regarding their proposal?

Melody has requested the Conflicts Committee to engage in discussions to explore their proposal further.

What does Melody Investment Advisors specialize in?

Melody Investment Advisors focuses on mission-critical communications infrastructure and aims to maximize value through direct asset ownership.