UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §.240.14a-12
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Tremont
Mortgage Trust
(Name of Registrant as Specified
In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined) :
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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On July 26, 2021, Tremont Mortgage Trust, or we, our or TRMT, filed
with the United States Securities and Exchange Commission, or the SEC, a definitive joint proxy statement/prospectus, as amended and supplemented
from time to time, or the Joint Proxy Statement/Prospectus, with respect to (i) the special meeting of the shareholders of RMR Mortgage
Trust, or RMRM, to be held on September 17, 2021, at 10:00 a.m., at which the shareholders of RMRM will be asked to, among other things,
approve the issuance of RMRM common shares of beneficial interest as contemplated by the Agreement and Plan of Merger, dated as of April
26, 2021, or the Merger Agreement, by and between TRMT and RMRM, pursuant to which, on the terms and subject to the satisfaction or waiver
of the conditions thereof, we have agreed to merge with and into RMRM, with RMRM continuing as the surviving entity in the merger, or
the Merger, and (ii) the special meeting of our shareholders to be held on September 17, 2021, at 11:00 a.m., at which our shareholders
will be asked to, among other things, approve the Merger and the other transactions contemplated by the Merger Agreement to which we are
a party.
Eight lawsuits have been filed by purported shareholders of TRMT
and RMRM in connection with the Merger. The lawsuits were brought by the plaintiffs individually and are captioned (i) Bishins v.
Tremont Mortgage Trust, et al., Case No. 1:21-cv-05435 (S.D.N.Y., filed June 21, 2021), (ii) Lee v. Tremont
Mortgage Trust, et al., Case No. 1:21-cv-05618 (S.D.N.Y., filed June 29, 2021), (iii) Merewether v. Tremont
Mortgage Trust, et al., Case No. 1:21-cv-13116 (D.N.J., filed June 29, 2021), (iv) Parthenakis v. RMR Mortgage
Trust, et al., Case No. 1:21-cv-05694 (S.D.N.Y., filed July 1, 2021), (v) Carlisle v. Tremont Mortgage Trust, et
al., Case No. 1:21-cv-0748 (S.D.N.Y., filed September 3, 2021), (vi) Finger v. Tremont Mortgage Trust, et al., Case No.
1:21-cv-07421 (S.D.N.Y., filed September 3, 2021), (vii) Whitfield v. Tremont Mortgage Trust, et al., Case No. 2:21-cv-03970
(S.D.N.Y., filed September 3, 2021), and (viii) Wilson v. Tremont Mortgage Trust, et al., Case No. 1:21-cv-07446 (S.D.N.Y.,
filed September 6, 2021), each, a complaint, and collectively, the complaints. The Bishins, Lee, Merewether, Carlisle,
Finger, Whitfield and Wilson complaints name as defendants TRMT and the TRMT board of trustees. The Bishins and Lee
complaints also name RMRM as a defendant. The Parthenakis complaint names as defendants RMRM and the RMRM board of
trustees.
We and RMRM continue to believe that all allegations in the complaints
are without merit. However, we and RMRM wish to make certain supplemental disclosures related to the Merger and the other transactions
contemplated by the Merger Agreement solely for the purpose of mooting the allegations contained in the complaints and avoiding the expense
and burden of litigation. Nothing in the supplemental disclosures set forth below shall be deemed an admission of the materiality under
applicable law of any of the supplemental disclosures.
Important information concerning the Merger and the other transactions
contemplated by the Merger Agreement is set forth in the Joint Proxy Statement/Prospectus. TRMT and RMRM commenced mailing the Joint Proxy
Statement/Prospectus to their respective shareholders on or about July 26, 2021. The Joint Proxy Statement/Prospectus is amended and supplemented
by, and should be read as part of, and in conjunction with, the information set forth in this supplement to the Joint Proxy Statement/Prospectus.
SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS
We and RMRM have agreed to make the following amended and supplemental
disclosures to the Joint Proxy Statement/Prospectus. These amended and supplemental disclosures should be read in conjunction with the
Joint Proxy Statement/Prospectus, which should be read in its entirety. Page references in the below disclosures are to the Joint Proxy
Statement/Prospectus, and defined terms used but not defined herein have the meanings set forth in the Joint Proxy Statement/Prospectus.
Without admitting in any way that the disclosures below are material, we and RMRM make the following amended and supplemental disclosures:
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1.
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The following supplemental disclosure is added at the end of the sixth full paragraph on page 93 of the Joint Proxy Statement/Prospectus
under the sub-heading “Background of the Merger and the Other Transactions.”
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TRMT and RMRM did not enter into any confidentiality agreement with
each other, nor did either TRMT or RMRM enter into any with any third parties in relation to the proposed Merger or the Merger Agreement.
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2.
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The following supplemental disclosure is added after the second full paragraph on page 100 of the Joint Proxy Statement/Prospectus
under the sub-heading “Background of the Merger and the Other Transactions.”
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At this same meeting of the RMRM special committee, representatives
of Skadden and UBS and the RMRM special committee also discussed whether the Merger Agreement should use a collar mechanism to ensure
that the Merger consideration would remain within a range that was reasonable and beneficial to the interests of RMRM shareholders. Following
the discussion, the RMRM special committee determined that a collar mechanism with respect to the Merger consideration was not necessary
in light of the companies’ familiarity with each other and the substantial similarity of their respective businesses.
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3.
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The following supplemental disclosure is added at the end of the first full paragraph on page 105 of the Joint Proxy Statement/Prospectus
under the sub-heading “Background of the Merger and the Other Transactions.”
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Neither RMRM nor TRMT have any employees. The personnel and various
services RMRM and TRMT require to operate their businesses are provided to them by TRA pursuant to their respective management agreements,
which provide for the day to day management of the companies’ operations by TRA, subject to the oversight and direction of the RMRM
and TRMT boards of trustees, respectively. None of the TRMT special committee, TRMT board of trustees, RMRM special committee, or RMRM
board of trustees discussed the possibility of RMRM’s entering into any employment agreements with any executives of TRMT that would
entitle such executives to severance packages should their employment be terminated under certain circumstances. Nor, prior to execution
of the Merger Agreement, did any of the TRMT special committee, TRMT board of trustees, RMRM special committee, or RMRM board of trustees
discuss the appointment of directors to the surviving entity in the Merger.
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4.
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The following supplemental disclosure restates in its entirety the second full paragraph and chart on page 119 of the Joint
Proxy Statement/Prospectus, under the sub-heading “RMRM Selected Public Companies Analysis.”
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UBS then compared these multiples and yields for
the selected Mortgage REITs with corresponding multiples and dividend yields of RMRM derived from the RMRM Projections. The foregoing
analysis indicated the following high, low, mean and median multiples and yields for the selected Mortgage REITs, as compared to corresponding
implied multiples and dividend yields of RMRM derived from the RMRM Projections:
Selected Companies
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Price/Book
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Dividend Yield
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Mortgage REITs – Mean
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0.98x
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7.3
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%
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Mortgage REITs – Median
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1.00x
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7.8
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%
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Mortgage REITs – High
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1.49x
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9.5
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%
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Mortgage REITs – Low
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0.58x
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0.0
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%
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Management Estimates
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0.67x
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4.8
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%
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5.
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The following supplemental disclosure restates in its entirety the third paragraph and chart on page 119 of the Joint Proxy
Statement/Prospectus under the sub-heading “TRMT Selected Public Companies Analysis.”
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UBS then compared these multiples and yields for
the selected Mortgage REITs with corresponding multiples and dividend yields of TRMT derived from the TRMT Projections. The foregoing
analysis indicated the following high, low, mean and median multiples and yields for the selected Mortgage REITs, as compared to
corresponding implied multiples and dividend yields of TRMT derived from the TRMT Projections:
Selected Companies
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Price/Book
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Dividend Yield
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Mortgage REITs – Mean
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0.98x
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7.3
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%
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Mortgage REITs – Median
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1.00x
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7.8
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%
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Mortgage REITs – High
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1.49x
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9.5
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%
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Mortgage REITs – Low
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0.58x
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0.0
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%
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Management Estimates
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0.58x
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6.5
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%
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6.
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The following supplemental disclosure restates in its entirety the entire disclosure on page 120 of the Joint Proxy Statement/Prospectus
under the sub-heading “Selected Precedent Transactions Analysis.”
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UBS reviewed publicly available information relating to the following
nine selected transactions involving REITs:
Date Announced
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Date Closed
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Target Name
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Acquiror
Name
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December 2020
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March 2021
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Anworth Mortgage Asset Corp.
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Ready Capital Corporation
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November 2018
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March 2019
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Owens Realty Mortgage
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Ready Capital Corporation
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May 2018
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September 2018
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MTGE Investments Corp
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Annaly Capital Corporation
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April 2018
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July 2018
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CYS Investments
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Two Harbours
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April 2016
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July 2016
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Hatteras Financial Corp.
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Annaly Capital Corporation
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April 2016
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October 2016
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ZAIS Financial
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Sutherland Asset Management Corp.
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March 2016
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April 2016
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JAVELIN Mortgage Investment Corp
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ARMOUR Residential REIT
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February 2016
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August 2016
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Apollo Residential Mortgage
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Apollo Commercial Real Estate Finance
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January 2013
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May 2013
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CreXus Investment Corp
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Annaly Capital Corporation
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UBS reviewed, among other things, premium to price as a percentage
and implied price to book value ratio (based on the target’s most recently published book value per share prior to the transaction
announcement). Financial data of the selected transactions were based on public filings, research analysts’ consensus estimates
and other publicly available information. This analysis indicated the following high, low, mean and median for price premiums and implied
price to book ratios:
Selected Precedent Transactions
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Premium to Price (%)
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Implied Price to Book
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Mean
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23.3
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%
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0.96x
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Median
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19.0
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%
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0.96x
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High
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43.9
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%
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1.10x
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Low
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8.2
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%
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0.85x
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7.
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The following supplemental disclosure restates in its entirety the second paragraph on page 120 of the Joint Proxy Statement/Prospectus
under the sub-heading “Leveraged Discount Cash Flow Analysis.”
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RMRM.
UBS performed a dividend discount analysis of RMRM to calculate a range for the implied share price of RMRM. UBS estimated the present
value of the distributable cash flows that RMRM was forecasted to generate during the second quarter of RMRM’s fiscal year ending
December 31, 2021, through the full fiscal year ending December 31, 2025, based on the RMRM Projections. UBS calculated terminal
values for RMRM by applying a range of multiples to RMRM’s Terminal Book Value Per Share of 0.8x to 1.0x as selected by UBS in its
professional judgement, and as provided for in the RMRM Projections. The present values (as of March 31, 2021) of the distributable
cash flows and terminal values were then calculated using a range of discount rates from 15.0% to 19.0% as selected by UBS in its professional
judgement.
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8.
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The following supplemental disclosure restates in its entirety the third paragraph on page 120 of the Joint Proxy Statement/Prospectus
under the sub-heading “Leveraged Discount Cash Flow Analysis.”
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TRMT.
UBS performed a dividend discount analysis of TRMT to calculate a range for the implied share price of TRMT. UBS estimated the present
value of the distributable cash flows that TRMT was forecasted to generate during the second quarter of TRMT’s fiscal year ending
December 31, 2021, through the full fiscal year ending December 31, 2025, based on the TRMT Projections. UBS calculated terminal
values for TRMT by applying a range of multiples to TRMT’s Terminal Book Value Per Share of 0.8x to 1.0x as selected by UBS in its
professional judgement, and as provided for in the TRMT Projections. The present values (as of March 31, 2021) of the distributable
cash flows and terminal values were then calculated using a selected range of discount rates from 15.0% to 19.0% as selected by UBS in
its professional judgement.
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9.
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The following supplemental disclosure restates in its entirety the third full paragraph on page 126 of the Joint Proxy
Statement/Prospectus, under the heading “Opinion of Financial Advisor to the
TRMT Special Committee.”
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TRMT.
Citi performed a dividend discount analysis of TRMT to calculate the estimated present value of the dividends that TRMT was forecasted
to pay during the calendar years ending December 31, 2021 through December 31, 2025 based on the TRMT forecasts. Citi calculated
implied terminal values for TRMT by applying to TRMT’s calendar year 2025 estimated book value of equity a range of BVPS multiples
of 0.90x to 1.10x, selected based on Citi’s professional judgment and taking into account observed implied BVPS multiples of selected
companies in the mortgage REIT sector over time. The present values (as of December 31, 2020) of such dividends and terminal values
were then calculated using a selected range of discount rates of 22.2% to 30% derived from a weighted average cost of capital calculation.
This analysis indicated an approximate implied per share equity value reference range for TRMT of $4.73 to $6.70.
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10.
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The following supplemental disclosure restates in its entirety the fourth full paragraph on page 126 of the Joint Proxy
Statement/Prospectus, under the heading “Opinion of Financial Advisor to the
TRMT Special Committee.”
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RMRM.
Citi performed a dividend discount analysis of RMRM to calculate the estimated present value of the dividends that RMRM was forecasted
to pay during the calendar years ending December 31, 2021 through December 31, 2025 based on the RMRM forecasts. Citi calculated
implied terminal values for RMRM by applying to RMRM’s calendar year 2025 estimated book value of equity the same selected range
of BVPS multiples described above under the heading “— Dividend Discount Analyses — TRMT.” The present values
(as of December 31, 2020) of such dividends and terminal values were then calculated using a selected range of discount rates of
17.7% to 25.4% derived from a weighted average cost of capital calculation. This analysis indicated an approximate implied per share equity
value reference range for RMRM of $8.73 to $12.93.
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11.
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The following supplemental disclosure restates in its entirety the table on page 128 of the Joint Proxy Statement/Prospectus
under the sub-heading “Selected Precedent Transactions Analysis.”
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Announcement
Date
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Acquiror
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Target
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Transaction
Value
($ in
millions)
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November 7, 2018
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· Ready Capital Corporation
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· Owens Realty Mortgage, Inc.
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$
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183
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May 2, 2018
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· Annaly Capital
Management, Inc.
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· MTGE Investment Corp.
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$
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900
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April 26, 2018
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· Two Harbors Investment Corp.
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· CYS Investments, Inc.
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$
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1,164
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February 27, 2018
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· Ocwen Financial Corporation
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· PHH Corporation
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$
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360
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January 27, 2017
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· Home Point Financial Corporation
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· Stonegate Mortgage Corporation
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$
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211
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April 11, 2016
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· Annaly Capital
Management, Inc.
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· Hatteras Financial Corp.
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$
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1,500
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April 7, 2016
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· Sutherland Asset Management
Corp.
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· ZAIS Financial Corp.
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$
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64
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March 2, 2016
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· ARMOUR Residential
REIT, Inc.
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· JAVELIN Mortgage Investment Corp.
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$
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85
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February 26, 2016
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· Apollo Commercial Real Estate Finance, Inc.
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· Apollo Residential Mortgage, Inc.
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$
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469
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January 31, 2013
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· Annaly Capital
Management, Inc.
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· CreXus Investment Corp.
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$
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872
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12.
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The following supplemental disclosure restates in its entirety the second bullet point on page 129 of the Joint Proxy Statement/Prospectus
under the heading “Certain Additional Information.”
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·
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the illustrative potential pro forma financial effect of the Merger on TRMT’s calendar year 2022 estimated distributable EPS
and BVPS (as of December 31, 2020) based on the TRMT forecasts, the RMRM forecasts and public filings, which indicated that the Merger
could be, relative to TRMT on a standalone basis, accretive to TRMT’s calendar year 2022 estimated distributable EPS by approximately
10.8% (after taking into account potential cost savings anticipated by the management of TRMT and RMRM to result from the Merger and excluding
transaction costs) and dilutive to TRMT’s BVPS (as of December 31, 2020) by approximately (9.1%) (before taking into account
such potential cost savings and including transaction costs anticipated by the management of TRMT and RMRM to be incurred in connection
with the Merger);
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13.
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The following supplemental disclosure restates in its entirety the second paragraph on page 129 of the Joint Proxy Statement/Prospectus
under the sub-heading “Miscellaneous.”
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As the TRMT special committee was aware, Citi and its affiliates in
the past have provided, currently are providing and in the future may provide investment banking, commercial banking and other similar
financial services to TRMT and/or certain of its affiliates and RMR Inc. and/or certain of its affiliates or entities (other than TRMT
and RMRM) managed by or that receive business management services from RMR Inc., including through TRA, and/or certain of its affiliates
unrelated to the proposed Merger, for which services Citi and its affiliates have received and expect to receive compensation, including,
during the approximately two-year period prior to the date of Citi’s opinion, having acted or acting as (i) in the case of
TRMT, (A) buyer and lender under a master repurchase agreement regarding certain mortgage loans and other assets of TRMT and (B) joint
bookrunning manager for an equity offering of TRMT and (ii) in the case of RMR Inc., (A) financial advisor to certain entities
managed by or that receive business management services from RMR Inc. in connection with certain restructuring transactions, (B) joint
bookrunning manager for certain equity and debt offerings of RMR Inc. and/or certain entities managed by or that receive business management
services from RMR Inc. and (C) joint lead arranger, joint bookrunning manager, syndication agent, collateral agent, administrative
agent and/or documentation agent for, and/or as a lender under, certain credit or securitization facilities of certain entities managed
by or that receive business management services from RMR Inc., for which services described in clauses (i) and (ii) above Citi
and its affiliates received during such approximately two-year period aggregate fees of approximately $0.3 million from TRMT and approximately
$37.0 million from RMR Inc. Although Citi and its affiliates have not provided investment banking, commercial banking or other similar
financial services to RMRM during the approximately two-year period prior to the date of Citi’s opinion for which Citi and its affiliates
received compensation, Citi and its affiliates in the future may provide such services to RMRM and/or its affiliates for which services
Citi and its affiliates would expect to receive compensation. In the ordinary course of business, Citi and its affiliates may actively
trade or hold the securities or financial instruments (including loans and other obligations) of TRMT, RMRM, RMR Inc. and/or their respective
affiliates or entities managed by or that receive business management services from RMR Inc. or its affiliates for their own account or
for the account of Citi’s customers and, accordingly, may at any time hold a long or short position or otherwise effect transactions
in such securities or financial instruments. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain
relationships with TRMT, RMRM, RMR Inc., entities managed by or that receive business management services from RMR Inc. and/or their respective
affiliates.
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14.
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The following supplemental disclosure is added before the first full paragraph on page 131 of the Joint Proxy Statement/Prospectus.
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Reconciliation of Net Income to Distributable Earnings
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Years ending December 31
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(amounts in thousands)
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2021E
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2022E
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2023E
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2024E
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2025E
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Net income
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$
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8,620
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$
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15,234
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$
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14,232
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$
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14,186
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|
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$
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14,269
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Management incentive fees
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-
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363
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134
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|
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69
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173
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Loan loss provision
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-
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-
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(102
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)
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(125
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)
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235
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Distributable Earnings
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$
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8,620
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$
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15,597
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|
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$
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14,263
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|
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$
|
14,130
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|
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$
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14,677
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15.
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The following supplemental disclosure restates in its entirety the financial table on page 131 of the Joint Proxy Statement/Prospectus
under the sub-heading “RMRM Standalone Income Statement Projections.”
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Years ending December 31
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(amounts in thousands, except per share and share amount data)
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2021E
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2022E
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2023E
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2024E
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2025E
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Income from loans and investments, net
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$
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14,831
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$
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21,923
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$
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20,674
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$
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20,625
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|
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$
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21,259
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Net income
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$
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8,620
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$
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15,234
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$
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14,232
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$
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14,186
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|
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$
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14,269
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Net income per share – diluted
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$
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0.84
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$
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1.49
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$
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1.40
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|
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$
|
1.39
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|
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$
|
1.40
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|
Distributable Earnings
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|
$
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8,620
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$
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15,597
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$
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14,263
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|
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$
|
14,130
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|
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$
|
14,677
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Distributable Earnings per share – diluted
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$
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0.84
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$
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1.53
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$
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1.40
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$
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1.39
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$
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1.44
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Weighted average shares outstanding
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|
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10,202
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|
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10,202
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|
|
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10,202
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|
|
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10,202
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|
|
|
10,202
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|
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16.
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The following supplemental disclosure is added before the second full paragraph on page 134 of the Joint Proxy Statement/Prospectus.
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Reconciliation of Net Income to Distributable Earnings
|
|
Years ending December 31
|
|
(amounts in thousands)
|
|
2021E
|
|
|
2022E
|
|
|
2023E
|
|
|
2024E
|
|
|
2025E
|
|
Net income
|
|
$
|
7,027
|
|
|
$
|
5,722
|
|
|
$
|
4,143
|
|
|
$
|
4,514
|
|
|
$
|
4,757
|
|
Non-cash equity compensation expense
|
|
|
295
|
|
|
|
431
|
|
|
|
567
|
|
|
|
635
|
|
|
|
635
|
|
Management incentive fees
|
|
|
628
|
|
|
|
100
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Loan loss provision
|
|
|
-
|
|
|
|
-
|
|
|
|
71
|
|
|
|
9
|
|
|
|
17
|
|
Distributable Earnings
|
|
$
|
7,950
|
|
|
$
|
6,253
|
|
|
$
|
4,781
|
|
|
$
|
5,158
|
|
|
$
|
5,409
|
|
|
17.
|
The following supplemental disclosure restates in its entirety the financial table on page 134 of the Joint Proxy Statement/Prospectus
under the sub-heading “TRMT Standalone Income Statement Projections.”
|
|
|
Years ending December 31
|
|
(amounts in thousands, except per share
data and share amount data)
|
|
2021E
|
|
|
|
2022E
|
|
|
|
2023E
|
|
|
|
2024E
|
|
|
|
2025E
|
|
Income from loans and investments, net
|
|
$
|
12,090
|
|
|
$
|
10,466
|
|
|
$
|
9,066
|
|
|
$
|
9,520
|
|
|
$
|
9,844
|
|
Net income
|
|
$
|
7,027
|
|
|
$
|
5,722
|
|
|
$
|
4,143
|
|
|
$
|
4,514
|
|
|
$
|
4,757
|
|
Net income per share – diluted
|
|
$
|
0.85
|
|
|
$
|
0.69
|
|
|
$
|
0.49
|
|
|
$
|
0.53
|
|
|
$
|
0.56
|
|
Distributable Earnings
|
|
$
|
7,950
|
|
|
$
|
6,253
|
|
|
$
|
4,781
|
|
|
$
|
5,158
|
|
|
$
|
5,409
|
|
Distributable Earnings per share – diluted
|
|
$
|
0.97
|
|
|
$
|
0.76
|
|
|
$
|
0.57
|
|
|
$
|
0.61
|
|
|
$
|
0.63
|
|
Weighted average shares outstanding
|
|
|
8,229
|
|
|
|
8,280
|
|
|
|
8,433
|
|
|
|
8,491
|
|
|
|
8,549
|
|
|
18.
|
The following supplemental disclosure is added after the second full paragraph on page 200 of the Joint Proxy Statement/Prospectus
under the sub-heading “Trustees and Executive Officers of the Combined Company.”
|
Neither TRMT nor RMRM has any employees. Neither TRMT, on the one
hand, nor RMRM, on the other hand, entered into any employment agreements or held discussions with officers of TRMT regarding employment
with the surviving entity in the Merger.
Additional Information about the Merger
In connection with the Merger, RMRM has filed with the Securities and
Exchange Commission, or the SEC, a Registration Statement on Form S-4 of which the Joint Proxy Statement/Prospectus and other documents
with respect to the Merger, which was declared effective by the SEC on July 26, 2021. This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH
THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN AND WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.
The Joint Proxy Statement/Prospectus has been mailed to TRMT’s
and RMRM’s shareholders. Shareholders may obtain free copies of the Registration Statement on Form S-4, the Joint Proxy Statement/Prospectus
and any other relevant documents filed or to be filed with the SEC at the SEC’s website at www.sec.gov. In addition, shareholders
may obtain free copies of TRMT’s filings with the SEC from TRMT’s website at www.trmtreit.com or RMRM’s filings with
the SEC from RMRM’s website at www. rmrmortgagetrust.com.
Participants in the Solicitation Relating to the Merger
TRMT, RMRM and their respective trustees and executive officers, and
Tremont Realty Advisors LLC, The RMR Group LLC, The RMR Group Inc. and certain of their respective directors, officers and employees,
may be deemed to be participants in the solicitation of proxies from TRMT and RMRM shareholders in respect of the Merger and the other
transactions contemplated by the Merger Agreement. Information regarding the persons who may, under the rules of the SEC, be considered
participants in the solicitation of TRMT’s and RMRM’s shareholders in connection with the Merger and the other transactions
contemplated by the Merger Agreement is set forth in the Joint Proxy Statement/Prospectus. Information regarding TRMT’s trustees
and executive officers and RMRM’s trustees and executive officers can be found in TRMT’s and RMRM’s respective definitive
proxy statement for its 2021 Annual Meeting of Shareholders. These documents are available free of charge on the SEC’s website and
from TRMT or RMRM, as applicable, using the sources indicated above.
Warning Concerning Forward-Looking Statements
This supplement to the Joint Proxy Statement/Prospectus contains statements
that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities
laws. Also, whenever we use words such as “believe”, “expect”, “anticipate”, “intend”,
“plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions,
we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations,
but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained
in or implied by our forward-looking statements as a result of various factors. Forward-looking statements involve known and unknown risks,
uncertainties and other factors, some of which are beyond our control. For example:
|
·
|
This supplement to the Joint Proxy Statement/Prospectus states that we and RMRM believe that the allegations contained in the complaints
are without merit. Nonetheless, litigation may be distracting to our management and expensive, and this distraction and expense may continue.
|
|
|
|
|
·
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As previously announced, the Merger is expected to close on or about September 30, 2021, subject to the satisfaction or waiver
of conditions, including the receipt of requisite approvals by TRMT’s and RMRM’s shareholders. We cannot be sure that these
conditions will be satisfied or waived. Accordingly, the Merger may not close by September 30, 2021 or at all, or the terms of the Merger
may change.
|
The information contained in our filings with the SEC, including under
“Risk Factors” in our periodic reports or incorporated therein, identifies other important factors that could cause our actual
results to differ materially from those stated in or implied by our forward-looking statements. Our filings with the SEC are available
on the SEC’s website at www.sec.gov.
You should not place undue reliance upon forward-looking statements.
Except as required by law, we do not intend to update or change any
forward-looking statements as a result of new information, future events or otherwise.
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