SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

September 29 , 2021

Via E -mail

David Lieberman , Esq.
Simpson Thacher  & Bartlett LLP
600 Travis Street, Suite 5400
Houston, TX  77002

 Re: Landmark Infrastructure Partners L P
  Schedule 13E-3
Filed September 10 , 2021 by Landmark Infrastructure Partners L P,
     Landmark Infrastr ucture Partners GP LLC , Landmark
     Infrastructure REIT LLC , Landmark Infrastructure Inc. ,
     Landmark Dividend LLC , LM Infra Acquisition Company, LLC ,
     LM DV Infrastructure, LLC , Digital LD Mergerco LLC, and
     Digital LD Mergerco II LLC
File No.  005-88468

  Preliminary Proxy on Schedule 14A
  Filed September 10, 2021
  File No. 001 -36735

Dear Mr. Lieberman :

We have reviewed the above -referenced  filing s and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within te n business days by amending the  filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your resp onse.

After reviewing any amendment to the filings and the information you provide in
response to these  comments, we may have  additional comments.

David Lieberman , Esq.
Simpson Thacher  & Bartlett LLP
September 29 , 2021
Page 2

Schedule 13E -3
1. We note that as part of the transactions the preferred units in Series A, B and C will be
converted into the right to receive certain consideration. Please provide us with your
detailed legal analysis explaining why such acquisitions are not subject to Rul e 13e -3.

Preliminary Proxy Statement

Summary Term Sheet, page 1
2. We note that the Summary Term Sheet and the Questions and Answers cover 18 pages of
your proxy statement. Revise and consolidate both sections to ensure you comply wit h
Item 1001 of Regulati on M -A.
3. Please revise the section captioned “Opinion of Evercore Group L.L.C .” to state
Evercore’s opinion.

The Transactions - Background of the Transactions, page 19
4. Refer to the entries dated June 11, 2021 and July 16, 2021. Please explain why
DigitalBr idge prevented the Conflicts Committee from having certain authority on behalf
of the Board and from engaging with Verde (or any other third party) and how such
directive allowed the Partnership  GP and Board to comply with any fiduciary duti es to
which they were subject.
5. Refer to the disclosure in the September 8, 2021 entry stating “a variety of reasons
including…” What are other material reasons? Also, we note that Landmark Dividend
did not believe the Melody offer valued its controlling GP interest an d incentive
distribution rights: revise your disclosure to explain why Landmark Dividend did not
authorize engagement with Melody to ascertain whether such value cou ld be determined
and obtained.

Reasons for the Conflicts Committee’s Recommendation , page 26
6. We note that the Conflicts  Comm ittee considered the Evercore opinion  and that the
Board adopted the Conflicts Committee’s analysis relating to fairness .  Note that if any
filing person has based its fairness determination on the analys is of factors undertaken by
others, such person must expressly adopt  this analysis and discussion as their own in
order to satisfy the disclosure obligation.  See Question 20 of Exchange Act Release No.
34-17719 (April 13, 1981).  Please revise to state, i f true, that the Conflicts  Committee
and adopted Evercore ’s analyses and conclusion as its own.  Alternatively, revise your
disclosure to include disclosure responsive to Item 1014 of Regulation M -A and to
address the factors listed in instruction 2 to Item 1014.

David Lieberman , Esq.
Simpson Thacher  & Bartlett LLP
September 29 , 2021
Page 3

 7. Please revise this section to describe how the Conflicts Committee considered pr ocedural
fairness in light of its inability to explore alternative offers it received  while a ddress ing
each offer received specifically.
Reasons for the Board’s Recommendation , page 29
8. Provide the disclosure to address each factor included instruction 2  to Item 1014 of
Regulation M -A.

Unaudited Financial Projections of the Partnership , page 30
9. Disclose the full pro jections instead of a summary.

Opinion of Evercore Group L.L.C. —Financial Advisor to the Conflicts Committee, page 33
10. With respect to the Discounted Cash Flow analysis, disclose the bases for Evercore’s
selection of the discount rates, EBITDA exit multiples and perpetuity grow th rates
disclosed on page 36.
11. Please revise this section to disclose the data underlying the res ults described in the
precedent M&A transaction and peer group trading analyse s and to show how  that
information resulted in the multiples/values disclosed.
12. Revise your disclosure about  the Pr emiums Paid  Analysis  to clarify that it was prepared
for refe rence only, as Evercore stated in its presentation .
13. Provide a summary of each report provided by Evercore and filed as an exhibit to your
Schedule 13E -3. See Item  1015(b)(6) of Regulation M -A.

Position of the Buyer Parties  as to the Fairness of the Transa ctions , page 42
14. Please refer to the second sentence in the second paragraph: explain how the Board
delegated full capacity to the Conflicts Committee if the committee could not engage,
even minimally, with third parties interested in discussing  alternative transactions with
the company.
15. Provide disclosure required by I tem 1014 of Regulation MA.

Effects of the T ransaction s, page 44
16. Please revise this section to provide the disclosure required by instruction 3 t o Item 1013
of Regulation M -A.

David Lieberman , Esq.
Simpson Thacher  & Bartlett LLP
September 29 , 2021
Page 4

 Annex B
17. We refer to the penultimate paragraph  in the Evercore opinion . Please include disclosure
in the associated proxy statement and/or this exhibit to remove the implication that
security holders are precluded from being eligible to rely upon these disc losures by
affirmatively s tating, if true, that Evercore  consents to the inclusion of such materials in
this filing and the corresponding reliance upon such information by security holders.
Alternatively, provide the disclosures recommended by the Division  of Corporation
Finance accessible via the link below as being necessary to clarify security holders’ right
to rely on such materials.
http://www.sec.gov/divisions/corpfin/ guidance/ci111400ex_regm -a.htm

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact me at (202) 551 -3619  if you have any questions regarding our comments .

Sincerely,

        /s/ Daniel Duchovny
Daniel Duchovny
Special Counsel
Office of Mergers & Acquisitions