Tenant

Purchase Price

Public Entity

T‑Mobile

$

31,000,447

T-Mobile US, Inc.

AT&T Mobility

28,544,465

AT&T Inc.

Verizon

24,213,442

Verizon Communications Inc.

Sprint

21,821,854

Sprint Corporation

Crown Castle

20,632,323

Crown Castle International Inc.

Landmark 

Landmark

Fund C

Fund F

Infrastructure

Infrastructure

Pro Forma

Pro Forma

Partners LP

Partners LP

Adjustments

Adjustments

Pro Forma

Assets

     A

Land

$

$

B

$

B

$

Real property interests, net

B

B

Land and net real property interests

Investments in receivables, net

 —

 —

Cash and cash equivalents

 —

 —

Rent receivables, net

 —

 —

Due from Landmark and affiliates

 —

 —

Deferred loan costs, net

 —

 —

Deferred rent receivable

 —

 —

Other intangible assets, net

B

B

Other assets

 —

 —

Total assets

$

$

$

$

Liabilities and equity

Revolving credit facility

$

$

C

$

C

$

Accounts payable and accrued liabilities

E

E

Other intangible liabilities, net

B

B

Prepaid rent

 —

 —

Derivative liabilities

 —

 —

Total liabilities

Equity

D, E

D, E

Total liabilities and equity

$

$

$

$

Previous

September 21,

Fund C

Fund F

Landmark

Landmark

Acquisitions

2015 Acquisition

Acquisition

Acquisition

Infrastructure

Infrastructure

Pro Forma

Pro Forma

Pro Forma

Pro Forma

Partners LP

Partners LP

Adjustments

Adjustments

Adjustments

Adjustments

Pro Forma

Revenue

     AA

CC

DD

DD

DD

Rental revenue

$

$

EE

$

EE

$

EE

$

EE

$

Interest income on receivables

FF

 —

 —

 —

Total revenue

Expenses

Management fees to affiliate

 —

 —

 —

 —

Property operating

 —

 —

 —

 —

General and administrative

 —

 —

 —

 —

Acquisition-related

 —

 —

 —

 —

Amortization

GG

GG

GG

GG

Impairments

 —

 —

 —

 —

Total expenses

Other income and expenses

Interest expense

HH

HH

HH

HH

Loss on early extinguishment of debt

 —

 —

 —

 —

Unrealized loss on derivatives

 —

 —

 —

 —

Gain on sale of real property interest

 —

 —

 —

 —

Total other income and expenses

Net income (loss)

$

$

$

$

$

$

Less: Net loss attributable to Predecessor

 —

 —

 —

 —

Net income (loss) attributable to partners

$

$

$

$

$

$

Net loss per limited partners unit

Common units – basic and diluted

$

$

Subordinated units – basic and diluted

$

$

Weighted-average limited partner units outstanding

Common units – basic and diluted

Subordinated units – basic and diluted

Previous

September 21,

Fund C

Fund F

Landmark

Landmark

Acquisitions

2015 Acquisition

Acquisition

Acquisitions

Infrastructure

Infrastructure

Pro Forma

Pro Forma

Pro Forma

Pro Forma

Partners LP

Partners LP

Adjustments

Adjustments

Adjustments

Adjustments

Pro Forma

Revenue

BB

CC

DD

DD

DD

Rental revenue

$

$

EE

$

EE

$

EE

$

EE

$

Interest income on receivables

FF

 —

 —

 —

Total revenue

Expenses

Management fees to affiliate

 —

 —

 —

 —

Property operating

 —

 —

 —

 —

General and administrative

 —

 —

 —

 —

Acquisition-related

 —

 —

 —

 —

Amortization

GG

GG

GG

GG

Impairments

 —

 —

 —

 —

Total expenses

Other income and expenses

Interest expense

HH

HH

HH

HH

Loss on early extinguishment of debt

 —

 —

 —

 —

Realized loss on derivatives

 —

 —

 —

 —

Unrealized loss on derivatives

 —

 —

 —

 —

Total other income and expenses

Net income

$

$

$

$

$

$

Less: Net income attributable to Predecessor

 —

 —

 —

 —

Net (loss) income attributable to partners

$

$

$

$

$

$

Net loss per limited partners unit

Common units – basic and diluted

$

$

Subordinated units – basic and diluted

$

$

Weighted-average limited partner units outstanding

Common units – basic and diluted

Subordinated units – basic and diluted

(A)

Reflects the historical consolidated and combined balance sheet of Landmark Infrastructure Partners LP as of September 30, 2015 as filed with the SEC on its Form 10-Q for the nine months ended September 30, 2015. The September 21, 2015 acquisition is included in the historical consolidated and combined balance sheet of Landmark Infrastructure Partners LP as of September 30, 2015 as filed with the SEC on its Form 10-Q for the nine months ended September 30, 2015.

(B)

On November 19, 2015, the Partnership completed acquisitions from Fund C and Fund F, affiliates of Landmark entities owning 72 and 136 tenant sites and related real property interests. Substantially all of the tenant sites and related real property interests were subject to lease agreements that are effectively triple net leases. The assets acquired and liabilities assumed are recorded at Landmark’s historical cost, as these acquisitions are deemed to be transactions between entities under common control. The difference between the total consideration and Landmark’s basis in the assets was allocated to the General Partner. The following is the allocation of the historical cost of tenant sites and related real property interests acquired by Landmark:

Fund C

Fund F

Total

Acquisition

Acquisition

Historical Basis

Land

$

$

$

Real property interests, net

Acquired above-market leases

Value of in-place leases

Other intangible assets, net

Acquired below-market leases

$

$

$

(C)

The Fund C acquisition was funded with the issuance of 847,260 common units, valued at approximately $13.0 million, and cash consideration of approximately $17.3 million, of which $15.1 million was used to repay Fund C’s indebtedness. The Fund F acquisition was funded with the issuance of 1,266,317 common units, valued at approximately $19.5 million, and cash consideration of approximately $25.0 million, of which $24.5 million was used to repay Fund F’s indebtedness.  The cash consideration was funded with borrowings under our existing credit facility.

(D)

The assets and liabilities acquired are recorded at Landmark’s historical cost, as the Fund C and Fund F acquisitions are deemed to be transactions between entities under common control, and the difference, totaling approximately $19.8 million, between the historical basis of the assets and liabilities, as allocated above in footnote (B), and the purchase price paid by the Partnership is allocated to the General Partner. In connection with the Fund C and Fund F acquisitions, the Partnership issued 847,260 and 1,266,317 common units as part of the consideration for the transaction as described above. The common units had an aggregate value at the time of closing of approximately $13.0 million and $19.5 million. The following table summarizes the adjustments made to equity as of September 30, 2015:

Fund C

Fund F

Acquisition

Acquisition

Total

Allocation to the General Partner

$

$

$

Issuance of common units

Acquisition-related expenses (see footnote E below)

Pro Forma Equity Adjustment

$

$

$

(E)

The Partnership incurred approximately $500,000 in nonrecurring legal and financial advisor fees related to the Fund C and Fund F acquisitions. Additionally, Landmark incurred one-time acquisition-related fees for each individual tenant site acquired by Landmark, which totaled $663,435 for the 208 tenant sites, prior to the pool of real property interest being sold to the Partnership.

(AA)

Reflects the historical consolidated and combined statement of operations of Landmark Infrastructure Partners LP for the nine months ended September 30, 2015 as filed with the SEC on its Form 10-Q for the nine months ended September 30, 2015.  The acquisitions made prior to September 30, 3015 were deemed to be transactions between entities under common control, which requires the assets and liabilities transferred at the historical cost of the parent of the entities, with prior periods retroactively adjusted to furnish comparative information. Accordingly, the financial statements for the nine months ended September 30, 2015 have been retroactively adjusted to include the historical results of the March 4, 2015,  April 8, 2015, July 21, 2015, August 18, 2015, and September 21, 2015 acquisitions for the periods in which the assets were under common control.

(BB)

Reflects the historical consolidated and combined statement of operations of Landmark Infrastructure Partners LP for the year ended December 31, 2014 as filed with the SEC on Form 10-K for the year ended December 31, 2014, as amended by Form 8-K filed on December 2, 2015. The financial statements for the year ended December 31, 2014, have been retroactively adjusted to include the historical results of the Partnership’s acquisitions from January 1, 2015 through September 30, 2015 for the periods in which the assets were under common control.

(CC)

Previous acquisitions pro forma adjustments reflect pro forma adjustments as if the March 4, 2015,  April 8, 2015, July 21, 2015, and the August 18, 2015 acquisitions occurred on January 1, 2014. The historical consolidated and combined statement of operations of Landmark Infrastructure Partners LP for the nine months ended September 30, 2015 and the year ended December 31, 2014, include historical results of the March 4, 2015,  April 8, 2015, July 21, 2015, August 18, 2015, and September 21, 2015 acquisitions for the periods in which the assets were under common control. In the case of the September 30, 2015 pro forma consolidated and combined statement of operations, certain assets were acquired by Landmark during 2015, accordingly pro forma adjustments are made for the period the assets were not under common control to reflect the operations of those acquired assets as though the assets were acquired as of

January 1, 2014. In the case of the December 31, 2014, pro forma consolidated and combined statement of operations, certain assets were acquired by Landmark during 2014 and 2015, according pro forma adjustments are made for the period the assets were not under common control to reflect the operations of those acquired assets as though the assets were acquired as of January 1, 2014.

(DD)

Reflects pro forma adjustments as if the September 21, 2015 and Fund C and Fund F acquisitions occurred on January 1, 2014.

(EE)

Reflects the estimated rental revenue for leased tenant sites based on the contractual lease terms recognized on a straight-line basis, for tenants under lease arrangements with minimum fixed and determinable increases over the non‑cancellable term of the related leases (when collectability is reasonably assured), as if the Acquisitions occurred on January 1, 2014, as well as amortization of above‑market and below‑market lease intangibles based on the preliminary allocation of the historical cost of tenant sites acquired.  

(FF)

Reflects the interest income associated with the revaluation of the transfer from HoldCo of an investment in receivables included in the July 21, 2015 acquisition.

(GG)

Reflects the amortization of real property interests and in-place lease intangibles based on the allocation of the historical cost of tenant sites and related property interests acquired.

(HH)

Reflects the interest expense associated with the borrowings under the Partnership’s existing credit facility to fund each Acquisition at an effective rate of 2.5%. Interest expense was determined based on the terms under our revolving credit facility which bears interest at one-month LIBOR plus 2.5% and is net of the non-use fee of 25 basis points. The effective rate was based on a one-month LIBOR rate of 0.21% as of November 19, 2015.