Item 1.01 Entry into a Material Definitive Agreement.
On
Management Agreement
In connection with the issuance and sale of the Notes (defined below), the
Obligors entered into a management agreement, dated as of
The above summary of the Indenture and the Management Agreement is qualified in its entirety by reference to the complete terms and provisions of the Indenture and the Management Agreement filed herewith as Exhibit 4.1 and 4.2 and 10.1, respectively.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
The Notes were issued in one class as indicated in the table below. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Indenture. Certain terms of the Notes are indicated in the table below.
Initial Principal Anticipated Rated Final Ratings Class Balance Note Rate Repayment Date Payment Date (DBRS Morningstar) Class A-2$172,500,000 3.722% September 15, 2028 September 15, 2051 BBB(sf)
In connection with the issuance of the Notes, the Guarantor and the Obligors
were formed as special purpose entities that are prohibited from owning any
assets other than, in the case of the Guarantor, its equity interest in LMRK
Issuer, in the case of LMRK Issuer, its equity interest in the Original Asset
Entities and, in the case of the Original Asset Entities, its rights in respect
of certain Data Centers (the "Data Center Assets") or from incurring any debt
other than as contemplated by the Indenture. Under the Indenture, the Obligors
will be permitted to issue new and additional notes under certain circumstances,
including so long as the debt service coverage ratio of LMRK Issuer is at least
1.80 to 1.0. As of
The Notes are secured by (1) mortgages and deeds of trust on substantially all of the Data Center Assets and their operating cash flows, (2) a security interest in substantially all of the personal property of the Obligors and (3) the rights of the Obligors under a Management Agreement (as defined below). LMRK Issuer's equity interest in the Original Asset Entities and the Guarantor's equity interest in the LMRK Issuer have been pledged to secure repayment of the Notes.
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Amounts due under the Notes will be paid solely from the cash flows generated
from the operations of the Data Center Assets. LMRK Issuer is required to make
monthly payments of interest on the Notes, commencing in
The Notes may be prepaid in whole or in part at any time, provided such payment
is accompanied by the applicable prepayment consideration. Except in certain
limited circumstances described in the Indenture, prepayments made prior to the
payment date occurring in
The Indenture includes covenants customary for notes issued in rated securitizations. Among other things, the Obligors are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets. The organizational documents of the Guarantor and the Obligors contain provisions consistent with rating agency securitization criteria for special purpose entities, including the requirement that they maintain independent directors.
The above summary of the Indenture and Indenture Supplement is qualified in its entirety by reference to the complete terms and provisions of the Indenture and Indenture Supplement filed herewith as Exhibit 4.1 and 4.2, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.1 Indenture, dated as ofOctober 13, 2021 , by and amongWilmington Trust, National Association , as Indenture Trustee, andDI Issuer LLC ,LMRK DI CAN-RO Holdings Ltd. ,LMRK DI PropCo LLC andLMRK DI PropCo CAN-BO LLC , collectively as Obligors. 4.2 Indenture Supplement, dated as ofOctober 13, 2021 , by and amongWilmington Trust, National Association , as Indenture Trustee, andDI Issuer LLC ,LMRK DI CAN-RO Holdings Ltd. ,LMRK DI PropCo LLC andLMRK DI PropCo CAN-BO LLC , collectively as Obligors. 10.1 Management Agreement, dated as ofOctober 13, 2021 , by and amongLandmark Infrastructure Partners GP LLC , as Manager,Wilmington Trust, National Association , as Indenture Trustee,DI Issuer LLC ,LMRK DI CAN-RO Holdings Ltd. ,LMRK DI PropCo LLC andLMRK DI PropCo CAN-BO LLC . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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