SMTA Spirit MTA REIT

PROPOSAL ONE—THE SALE PROPOSAL

The following is a description of the material aspects of the Sale, including the Sale Agreement. While we believe the following description covers the material terms of the Sale and the Sale Agreement, the description may not contain all of the information that is important to you. We encourage you to read carefully this proxy statement in its entirety, including the Sale Agreement attached to this proxy statement as Annex A, for a more complete understanding of the Sale.

Background of the Sale

On May 31, 2018, SRC completed the spin-off to its shareholders of all of the outstanding common shares of SMTA resulting in the establishment of SMTA as an independent, publicly traded REIT externally managed by Manager pursuant to the Asset Management Agreement entered into in connection with the spin-off. At the time of the spin-off, SMTA’s portfolio consisted of: (i) the Master Trust, an asset-backed securitization trust consisting of commercial real estate, net-leases and mortgage loans; (ii) subsidiaries holding a portfolio of unencumbered assets (Shopko Assets) held outside the Master Trust and leased to Shopko; (iii) the Academy Sports + Outdoors distribution center encumbered with approximately $84 million of CMBS debt; (iv) a portfolio of unencumbered properties; and (v) a secured loan made to Shopko in the principal amount of $35.0 million.

On August 9, 2018, SMTA declared a cash dividend of $0.33 per SMTA common share.

On November 1, 2018, the SMTA subsidiaries holding the portfolio of Shopko Assets received a non-recourse mortgage loan from an institutional lender (Institutional Lender), in an aggregate amount of $165.0 million. SMTA received net proceeds in connection with this loan of approximately $141.9 million after the payment of fees, expenses and required reserves. The loan was secured by a pledge of the equity in the SMTA subsidiaries and their related Shopko Assets.

On December 5, 2018, SMTA announced a quarterly cash dividend of $0.33 per SMTA common share and an additional special cash dividend of $1.00 per SMTA common share.

On January 16, 2019, Shopko filed for relief under Chapter 11 of the U.S. Bankruptcy Code. On the same day, SMTA’s subsidiaries as borrowers under the non-recourse mortgage loan from the Institutional Lender defaulted on the loan when those entities ceased to make interest payments as a result of Shopko ceasing to pay its rent obligations following its bankruptcy filing.

Also on January 16, 2019, SMTA announced that it accelerated its strategic plan and that our Board had elected to initiate a process to explore strategic alternatives for SMTA focused on maximizing shareholder value, including a sale of SMTA or the Master Trust, a merger or other potential alternatives. This announcement was made after a special meeting of our Board attended by members of management of SRC and SMTA, and representatives of Fried, Frank, Harris, Shriver & Jacobson LLP (Fried Frank), counsel to the independent trustees, in which our Board determined to explore strategic alternatives for SMTA.

During the end of January 2019 and the beginning of February 2019, SMTA, working with Fried Frank, prepared to launch a process including the potential sale of the Master Trust as part of our Board’s process to explore strategic alternatives.

On January 31, 2019, our Board’s Related Party Transaction Committee (comprised of all of the independent trustees of SMTA) held a special meeting attended by representatives of Fried Frank. At the meeting, a representative of Fried Frank reviewed with the independent trustees the termination provisions of the Asset Management Agreement and other agreements between SMTA and SRC and the amounts payable by SMTA to SRC and Manager in connection with the termination of those agreements. The independent trustees determined to revisit these termination provisions in connection with the sale process.

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On February 5, 2019, our Board held a special meeting attended by members of management of SRC and SMTA and representatives of Fried Frank. Our Board discussed various matters including a potential sale of the Master Trust as part of our Board’s process to explore strategic alternatives. As part of this discussion, our Board discussed a potential timeline for the sale process and the identity of various parties that had been identified as potential buyers.

On or about February 12, 2019, Jackson Hsieh, Chairman of our Board and Ricardo Rodriguez, our executive officer, reached out to 25 potentially interested parties, including HPT, inviting those parties into the preliminary stage of the sale process and distributing confidentiality agreements.

On February 19, 2019, our Board held a special meeting attended by members of management of SRC and SMTA and representatives of Fried Frank. At the meeting, our Board discussed Barclays’ qualifications to serve as financial advisor to SMTA, including its expertise in advising public companies in connection with the review of strategic alternatives, and the experience of the Barclays team. Our Board also discussed with representatives of Fried Frank materials provided by Barclays regarding its relationships with SMTA and SRC and contacts it had with certain potential acquirors of SMTA. Lastly, our Board discussed the potential fee that would be payable to Barclays if it were to serve as financial advisor to SMTA. After discussion and considering the qualifications of two other investment banks that our Board had previously interviewed to potentially serve as SMTA’s financial advisor, our Board instructed management to engage in discussions with Barclays regarding the terms of SMTA’s potential engagement of Barclays to serve as financial advisor to SMTA in connection with the previously announced exploration of strategic alternatives.

On February 21, 2019, HPT entered into a confidentiality agreement with SMTA.

On February 22, 2019, our Board held a special meeting attended by members of management of SRC and SMTA and representatives of Fried Frank. At the meeting, our Board instructed management to engage Barclays to serve as SMTA’s financial advisor in connection with the sale process.

During the end of February and the beginning of March, representatives of Barclays continued outreach to potentially interested parties. In total, 65 potentially interested parties were contacted, of which five declined to participate after initial outreach and four did not respond; of the remaining 56 parties, 25 entered into confidentiality agreements with SMTA (the remaining 31 declined to participate after receiving a draft confidentiality agreement) and received materials containing confidential information as well as access to a virtual data room for the first round of the potential sale process, which contained copies of detailed confidential information regarding SMTA and the Master Trust. Each of the confidentiality agreements entered into by SMTA with potential bidders included a customary standstill provision, but allowed those potential bidders, after the announcement of a transaction with SMTA, to propose to our Board an alternative transaction with SMTA. During this time, members of management of SMTA as well as representatives of both Barclays and Fried Frank periodically provided updates to our Board regarding the status of the potential sale process of the Master Trust.

On March 5, 2019 and March 19, 2019, our Board held a special meeting attended by members of management of SRC and SMTA and representatives of both Fried Frank and Barclays. At each of the meetings, representatives of Barclays provided our Board with an update on the process.

On March 6, 2019, SMTA announced a special cash dividend of $0.33 per SMTA common share, resulting in total dividends to shareholders since the spin-off of SMTA of $1.99 per SMTA common share.

On March 12, 2019, our Board held a meeting attended by members of management of SRC and SMTA and representatives of Fried Frank. At that meeting, Mr. Hsieh provided our Board with an update on the process.

In late March, in response to a process letter circulated to potential bidders by Barclays, SMTA received non-binding preliminary indications of interest to acquire the Master Trust from four parties: HPT, Party A, Party

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B and Party C. HPT submitted a non-binding indication of interest with an indicative enterprise value for the Master Trust of $2.4 billion, and an equity value for the Master Trust of $480 million, to be paid in the form of stock in a newly formed entity combining the Master Trust assets and certain of HPT’s existing travel center assets. Party A, Party B and Party C each submitted a non-binding indication of interest with indicative enterprise and equity values for the Master Trust lower than that submitted by HPT but in all-cash transactions. In addition, SMTA received a proposal from a fifth interested party, Party D, proposing to purchase a portion of the assets of the Master Trust at an indicative value reflecting an implied capitalization rate for the assets of 8.25%. Several other parties indicated verbally that they would be interested in exploring alternative transactions, including the purchase of select assets of the Master Trust or some of the other properties outside of the Master Trust to facilitate a sale or liquidation of SMTA, but none of these other parties indicated interest in a transaction to acquire the entire Master Trust.

On March 26, 2019, our Board held a special meeting attended by members of management of SRC and SMTA and representatives of both Fried Frank and Barclays. At the meeting, representatives of Barclays provided a summary of the non-binding indications of interest received. Our Board reviewed the non-binding indications of interest, each party’s financial ability to complete a transaction and each party’s expected timing for completing due diligence and finalizing definitive agreements.

On March 30, 2019, our Board held a follow-up special meeting attended by members of management of SRC and SMTA and representatives of both Fried Frank and Barclays to discuss any updates from the five bidders since the March 26, 2019 Board meeting. At the meeting, representatives of Barclays discussed that (i) Party A and HPT had both contacted Barclays to express their respective ongoing interest in the sale process, (ii) Party B had reached out to Barclays and, after being informed by Barclays that Party B’s indication of interest was unattractive, had revised its indication of interest upward to reflect an indicative enterprise value range of $2.35 billion to $2.45 billion and an indicative equity value range of $426 million to $526 million, and (iii) there were no updates with respect to Party C. After discussion, our Board directed Barclays to invite HPT, Party A and Party B to participate in the next round of the sale process. Based on the low indicative enterprise and equity values reflected in of Party C’s indication of interest, our Board determined not to invite Party C to the next round of the process. Our Board believed it would be in the best interest of SMTA to pursue a sale of the Master Trust as whole and determined not to continue discussions with Party D at this time.

Following our Board meeting on March 30, 2019, at our Board’s direction, Barclays invited HPT, Party A and Party B to participate in management presentations and the next phase of the due diligence process, including access to the virtual data room for the second round of the sale process.

On April 2, 2019, the independent trustees held a special meeting attended by representatives of Fried Frank. At the meeting, a representative from Fried Frank provided an overview of the trustees’ fiduciary duties in connection with evaluating a potential sale of the Master Trust. The independent trustees also discussed the provisions of the Asset Management Agreement and other agreements with SRC and its subsidiaries that would be implicated by a potential sale of the Master Trust, as well as the timing for the potential sale process. Lastly, the independent trustees discussed potential alternatives to a sale of the Master Trust to maximize shareholder value, including the sale of assets of the Master Trust on an individual or packaged basis and instructed the representative of Fried Frank to request that Barclays prepare an analysis of such alternative.

On April 8, 2019, a representative from HPT spoke with a representative from Barclays to verbally revise HPT’s bid to reflect that HPT would pay for the proposed sale in cash.

On April 9, 2019, Party C contacted Barclays with a revised indication of interest reflecting an enterprise value for the Master Trust of $2.356 billion.

On April 12, 2019, our Board held a special meeting attended by members of management of SRC and SMTA and representatives of both Fried Frank and Barclays. At the meeting, our Board discussed the revised

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bids from HPT and Party C, and determined to allow Party C to participate in the second round of the sale process. In addition, representatives from Barclays presented to our Board an overview and analysis of the potential sale of individual or groups of assets of the Master Trust as an alternative to a sale of the Master Trust in its entirety. Based on the presentation and discussion with the representatives from Barclays, our Board concluded that a sale of the Master Trust in its entirety was more likely to result in a more favorable outcome for the SMTA shareholders than a sale of individual or groups of assets of the Master Trust, both in terms of likely total shareholder return as well as certainty of completion.

On or about April 15, 2019, Barclays sent to each of the four remaining bidders invited to participate in the second round of the sale process instructions regarding submission of an updated proposal, which requested, among other things, that each bidder submit (i) by May 6, 2019, detailed comments to a draft equity purchase agreement to be prepared by Fried Frank and (ii) a final proposal by May 9, 2019.

During late March and April, management presentations were held with each of Party B, Party C and HPT.

On April 24, 2019, the independent trustees held a special meeting attended by representatives of Fried Frank. At the meeting, a representative of Fried Frank discussed with the trustees the proposed draft of the equity purchase agreement and the trustees’ fiduciary duties in connection with evaluating a potential sale of SMTA or the Master Trust. After discussion, the independent trustees authorized the inclusion of the draft of the equity purchase agreement in the virtual data room for review and comment by the four remaining bidders.

On April 24, 2019, a draft of the equity purchase agreement was made available in the virtual data room for review and comment by the four remaining bidders.

On May 1, 2019, our Board held a special meeting attended by members of management of SRC and SMTA and representatives of both Fried Frank and Barclays. At the meeting, our Board discussed with the representatives from Barclays and Fried Frank the status of the sale process.

On May 6, 2019, representatives of Hunton Andrews Kurth LLP (Hunton), counsel to HPT, sent Fried Frank a markup of the draft equity purchase agreement. On the same day, Party C also sent a markup of the draft equity purchase agreement to representatives from Barclays. Neither Party A nor Party B submitted a markup of the draft equity purchase agreement.

On May 9, 2019, each of HPT, Party C and Party B submitted proposals in response to the second-round process letter. HPT submitted an updated proposal to acquire 100% of the equity interests of the Master Trust as well as six properties on which the Master Trust held mortgages but which are owned by subsidiaries of SRC (including the three Travel Center Properties) for total consideration of $2.4 billion in cash, reflecting net consideration to SMTA of approximately $500 million (after repayment of the Master Trust indebtedness). In its proposal, HPT indicated that (i) it expected that the Master Trust indebtedness would be repaid in connection with the transaction and would pay the make-whole prepayment penalty amount resulting from the redemption, (ii) its proposal was not subject to a financing contingency and it expected to finance its bid with a mix of cash on hand and debt financing, (iii) it had obtained approval from its board of directors and had also previewed the potential acquisition of the Master Trust with relevant rating agencies and (iv) it had substantially completed its due diligence. As part of its proposal, HPT provided a debt commitment letter from Bank of America Merrill Lynch and noted that it had engaged Bank of America Merrill Lynch as its financial advisor. Party C submitted a proposal to acquire 100% of the equity interest of the Master Trust in exchange for a cash price reflecting an enterprise value for the Master Trust and net consideration to SMTA below that reflected in the proposal submitted by HPT. Because Party C’s proposal contemplated the purchase of the equity of the Master Trust and the indebtedness of the Master Trust remaining outstanding after the purchase, under the terms of the Master Trust, Party C’s proposed transaction was to be conditioned on receipt of confirmation from the rating agencies that issue credit ratings on the Master Trust indebtedness that the purchase would not adversely affect the current credit ratings of the Master Trust indebtedness. In its proposal, Party C indicated that it required an additional 30

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days to complete due diligence and concurrently negotiate the definitive transaction documents. Party B submitted a non-conforming proposal, indicating that it was not interested in purchasing the Master Trust, but instead proposed to replace Manager as SMTA’s external manager and invest new capital into SMTA, including by redeeming the Series A Preferred Shares held by Spirit MTA Preferred Holder, LLC (a subsidiary of SRC). Party A communicated to Barclays that it would not be able to submit a competitive second round bid and declined to submit a proposal.

On May 11, 2019, our Board held a special meeting attended by members of management of SRC and SMTA and representatives of both Fried Frank and Barclays. At the meeting, our Board discussed with the representatives of Barclays and Fried Frank each of the bids received on May 9, 2019. Our Board also discussed the fact that HPT’s proposal contemplated the purchase of six properties owned by subsidiaries of SRC, and the terms of mortgages on those properties held by the Master Trust. Our Board discussed with the representatives from Barclays a potential response to HPT regarding certain terms of its proposal, including indicating that, while the Master Trust held mortgages on the six properties, it did not own them. Our Board authorized Barclays to engage with HPT regarding the six properties and certain other issues reflected in HPT’s bid and draft of the equity purchase agreement. At the meeting, Mr. Hsieh, in his capacity as an officer of Manager, indicated to our Board on behalf of Manager that Manager would be prepared to exercise its right to terminate the Asset Management Agreement pursuant to the terms thereof in connection with any closing of a sale of the Master Trust and, as a result, SMTA would not be required to pay management fees to Manager for the 180-day notice period or enter into an eight-month transition services period (and pay management fees for that period), which would be required under the terms of the Asset Management Agreement if the termination of that agreement was initiated by SMTA, resulting in SMTA saving approximately $31.9 million in management fees including property management fees.

Immediately following the May 11, 2019 Board meeting, the independent trustees held a special meeting attended by representatives of Fried Frank. A representative from Fried Frank provided an overview of the trustees’ fiduciary duties in connection with evaluating a potential sale of the Master Trust and SMTA’s agreements with SRC and its subsidiaries, including the Asset Management Agreement, as well as the amounts payable to SRC and its subsidiaries in connection with the potential sale of the Master Trust. The independent trustees also discussed potential approaches for terminating the Asset Management Agreement and determined that after SMTA received an updated response from HPT regarding its bid, one of the independent trustees would discuss with Manager the next steps with respect to the termination of the Asset Management Agreement. The independent trustees discussed the need for an interim management agreement for the period after any closing of a sale of the Master Trust to handle the orderly winding down of the operations of SMTA and their expectation that SMTA and Manager would enter into an interim management agreement following the termination of the Asset Management Agreement in connection with the closing of a potential sale of the Master Trust.

On May 13, 2019, HPT submitted a revised proposal to Barclays to reflect that it now desired to acquire the three Travel Center Properties, rather than all six of the properties owned by subsidiaries of SRC, and, absent the inclusion of the Travel Center Properties in the transaction, HPT would decrease its proposed purchase price by $100 million to $2.3 billion.

On May 14, 2019, the independent trustees held four special meetings, each of which was attended by representatives of Fried Frank and the first three of which were attended by representatives from Barclays.

During the first meeting on May 14, 2019, representatives from Barclays presented to the independent trustees HPT’s revised proposal including its desire to acquire only the Travel Center Properties (rather than all six properties owned by subsidiaries of SRC) as part of the potential sale transaction. The independent trustees discussed whether SRC would be prepared to sell the Travel Center Properties in order to facilitate a transaction with HPT. In addition, the independent trustees discussed (i) the estimated promote payment that would be payable to Manager by SMTA in the event of a sale of the Master Trust and (ii) a summary of the aggregate fees paid to SRC and its subsidiaries by SMTA (in connection with the Asset Management Agreement and SMTA’s

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other arrangements with SRC and its subsidiaries) as of March 31, 2019. The independent trustees authorized a representative from Barclays to have a call with Mr. Hsieh to discuss HPT’s proposal, including a potential sale of the Travel Center Properties by SRC to facilitate a transaction with HPT. Following the meeting, the representative from Barclays spoke with Mr. Hsieh regarding HPT’s proposal and the sale of the Travel Center Properties.

During the second meeting on May 14, 2019, a representative of Barclays reported to the independent trustees on the discussion he had with Mr. Hsieh in his capacity as an officer of SRC and Manager during which Mr. Hsieh indicated that: (i) SRC would be prepared to sell the Travel Center Properties to facilitate the HPT transaction, (ii) SRC would prepay the mortgage debt owing to the Master Trust relating to the Travel Center Properties and three other SRC properties over which the Master Trust held mortgages, (iii) Manager would be prepared to enter into an interim management agreement with SMTA after the termination of the Asset Management Agreement under which Manager would charge a management fee of $5 million per annum, rather than the $20 million per annum fee payable under the Asset Management Agreement, and (iv) Manager would receive payment of a promote fee from SMTA under the Asset Management Agreement upon termination of that agreement upon the closing of a sale of the Master Trust to HPT. Following a discussion by the independent trustees regarding this proposal, the independent trustees authorized the representative from Barclays to have a follow-up call with SRC and Manager through Mr. Hsieh to discuss certain counter-proposals by SMTA as follows: (i) SMTA would purchase the Travel Center Properties for $50 million, (ii) the interim management agreement would be subject to a $4 million annual management fee (as compared to $5 million) and would be terminable for convenience by SMTA, and (iii) SRC would not be paid a promote fee in connection with the termination of the Asset Management Agreement. Following the meeting, the representative from Barclays spoke with Mr. Hsieh in his capacity as an officer of SRC and Manager regarding the independent trustees’ counter-proposal to SRC and Manager.

During the third meeting on May 14, 2019, a representative of Barclays reported to the independent trustees on the discussion he had with SRC and Manager through Mr. Hsieh. The representative from Barclays indicated that SRC and Manager were willing to move forward on the independent trustees’ counter-proposal, except they wanted SRC to be paid a promote fee under the Asset Management Agreement. The independent trustees authorized Richard Stockton, the lead independent trustee, to discuss directly with Mr. Hsieh, in his capacity as an officer of SRC and Manager, the counter-proposal of SRC and Manager. Following the meeting, Mr. Stockton spoke with Mr. Hsieh.

During the fourth meeting on May 14, 2019, Mr. Stockton reported to the other independent trustees on his discussions with Mr. Hsieh including that SRC (i) would be prepared to sell the Travel Center Properties for $55 million and (ii) would agree to waive payment of any promote fee under the Asset Management Agreement. Following such discussion, the independent trustees agreed that Mr. Stockton call Mr. Hsieh to confirm the following understanding between SRC and SMTA (in each case, subject to the closing of a strategic alternative transaction with HPT): (i) SRC would sell the Travel Center Properties for $55 million, (ii) Manager would waive any promote fee payable under the Asset Management Agreement, (iii) SRC would prepay the mortgage debt owing to the Master Trust relating to the Travel Center Properties and three other SRC properties over which the Master Trust held mortgages, (iv) Manager would terminate the Asset Management Agreement upon closing a sale with HPT, with no notice period or transition service period, and (v) SMTA and Manager would thereafter enter into an interim management agreement, provided that such interim management agreement would be terminable by SMTA only at its discretion, and fees payable to Manager would equal $4 million per year. The independent trustees further determined that, subject to Mr. Stockton confirming this understanding between SRC and SMTA with Mr. Hsieh, Mr. Stockton would instruct Barclays to move forward with negotiations with HPT on a sale of the Master Trust.

Also on May 14, 2019, Fried Frank sent Hunton a revised draft of the Sale Agreement.

On May 14, 2019, representatives from Barclays contacted HPT to inform them that SRC would be willing to sell the Travel Center Properties to HPT.

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On May 16, 2019, (i) Hunton sent a revised draft of the Sale Agreement to Fried Frank, in which, among other changes, HPT provided that the transaction would be conditioned on, among other things, HPT’s acquisition of the Travel Center Properties and the properties owned by the Master Trust be owned free of all liens (other than permitted liens), and (ii) Fried Frank sent an initial draft of the Real Estate Sale Contract to counsel to SRC.

On May 17, 2019, the independent trustees held a special meeting attended by representatives of Fried Frank. At the meeting, Mr. Stockton reported to the independent trustees on a discussion he had with Mr. Hsieh, in which Mr. Hsieh had, on behalf of Manager, agreed to most of the proposal but had made a counter-proposal with respect to the interim management agreement under which Manager would have the right to terminate the agreement after a fixed one-year term (as opposed to the agreement being terminable by SMTA only), subject to a six-month notice period. Following such discussion, the independent trustees authorized Mr. Stockton to have further discussions with Mr. Hsieh regarding the terms of the interim management agreement.

Later on May 17, 2019, Mr. Stockton called Mr. Hsieh to discuss and finalize the terms of the interim management agreement between SMTA and Manager. On the call, Mr. Hsieh agreed, on behalf of SRC and Manager, that Manager would be prepared to agree to an annual management fee of less than $4 million.

On May 18, 2019, the independent trustees held a special meeting attended by representatives of Fried Frank. At the meeting, Mr. Stockton reported to the independent trustees on the May 17, 2019 discussion he had with Mr. Hsieh. Following such discussion, the independent trustees determined that Mr. Stockton propose to Mr. Hsieh the following: (i) the interim management agreement would be terminable by SMTA at will, or by Manager after a fixed one-year term with six months’ prior notice, and (ii) Manager would be paid a management fee of $1 million per annum under the interim management agreement. Later that day, Mr. Stockton contacted Mr. Hsieh, and Mr. Hsieh conveyed Manager’s agreement to the independent trustees’ proposed terms for the Interim Management Agreement, but that if the term of the interim management agreement exceeded one year, the management fee for the subsequent period would increase to $4 million per annum. See “—Transactions with Spirit Realty Capital, Inc. and its Subsidiaries” beginning on page 52 of this proxy statement for further discussion of the final terms of the Termination Agreement and Interim Management Agreement. During the period in which the Sale Agreement and other transaction documents were negotiated with HPT, SMTA and SRC (on its behalf and behalf of certain of its subsidiaries) negotiated the Termination Agreement and the Interim Management Agreement prior to their signing on June 2, 2019.

On each of May 18, 2019 and May 19, 2019, representatives of Barclays, Bank of America Merrill Lynch, Fried Frank, Hunton, SMTA and HPT held conference calls to discuss the Sale Agreement.

On May 19, 2019, after receiving feedback from SRC’s counsel on the May 16, 2019 draft, Fried Frank sent Hunton an initial draft of the Real Estate Sale Contract.

Also on May 19, 2019, a representative from Bank of America Merrill Lynch contacted Barclays to indicate that HPT had identified through its diligence review certain properties owned outside of the Master Trust by a subsidiary of SMTA (the Neighbors Properties) that HPT desired to have included as part of the Sale.

On May 21, 2019, our Board held a special meeting attended by members of management of SRC and SMTA and representatives of both Fried Frank and Barclays. At the meeting, our Board discussed with the representatives of Fried Frank and Barclays the status of negotiations with HPT and the principal open issues, including HPT’s requests that (i) the closing of a sale transaction be conditioned on HPT’s acquisition of the Travel Center Properties and the properties owned by the Master Trust be owned free of all liens (other than permitted liens), (ii) it acquire the Neighbors Properties as part of a sale transaction, (iii) SMTA agree to indemnify HPT for certain liabilities related to the ownership or operation of the Master Trust prior to the closing and (iv) that after the conditions to closing of the sale are satisfied, the closing be delayed to the 20 ^th of the month following closing, the date upon which all of the Master Trust indebtedness could be redeemed under the terms

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of the Master Trust, rather than the closing occurring prior to the 20 ^th of the month with the Master Trust debt being subject on the date of closing to a satisfaction and discharge as proposed by SMTA.

On May 24, 2019, our Board held a special meeting attended by members of management of SRC and SMTA and representatives of both Fried Frank and Barclays. At the meeting, our Board discussed with the representatives from Barclays and Fried Frank the status of the Sale Agreement and the other transaction documents.

On May 25, 2019, Hunton communicated to Fried Frank HPT’s proposals on certain open points in the Sale Agreement, including with respect to indemnification by SMTA, a proposal for a purchase price adjustment if the Master Trust did not hold title to any of the properties at the closing of the Sale or if any liens (other than permitted liens) existed on the properties.

Between May 25, 2019 and May 28, 2019, the parties discussed their respective views on the open issues raised during the course of negotiations.

On May 28, 2019, our Board held a special meeting attended by members of management of SRC and SMTA and representatives of both Fried Frank and Barclays to discuss the principal open issues in the potential sale of the Master Trust, including HPT’s requirement that the sale of the Travel Center Properties be a condition to the closing of the Sale and HPT’s desired inclusion of the Neighbors Properties in the Sale. Our Board instructed Barclays to approach HPT regarding these as follows: with respect to the Travel Center Properties, propose a downward purchase price adjustment in an aggregate amount of $55 million in the event that the Travel Center Properties are not delivered to Newco immediately following the closing of the Sale, and with respect to the Neighbors Properties, maintain our Board’s position that the Neighbors Properties not be included in the transaction.

On May 29, 2019, HPT communicated to SMTA that it would accept (i) the downward purchase price adjustment in the event that the Travel Center Properties are not delivered to HPT at the closing of the sale and (ii) the Neighbors Properties would not be part of the sale. HPT further communicated its position on SMTA’s indemnification of HPT with respect to certain third party claims, and the proposed position on the purchase price adjustment if the Acquired Companies did not have title to any of the properties owned by the Master Trust at the closing of the Sale (but no adjustment with respect to liens that were not permitted liens).

From May 29, 2019 through June 2, 2019, representatives of each of SMTA and HPT and their respective legal counsel continued to negotiate and revise the provisions of the Sale Agreement and other transaction documents, and prepared and delivered revised drafts of the Sale Agreement and other transaction documents.

On May 31, 2019, our Board held a special meeting attended by members of management of SRC and SMTA and representatives of both Fried Frank and Barclays. At the meeting, our Board discussed the status of the transaction documents and the timing for signing the transaction documents on June 2, 2019. A representative from Fried Frank reviewed with our Board the trustees’ duties in considering the Sale and the principal terms of the Sale, the Sale Agreement and the other transaction documents. Following such discussions, Barclays then presented its financial analysis of the consideration to be received by SMTA in the Sale.

Also on May 31, 2019, the independent trustees held a special meeting attended by representatives of Fried Frank. At the meeting, the independent trustees discussed the agreements and arrangements currently in place with SRC and its subsidiaries, as well as the terms of the proposed Interim Management Agreement and Termination Agreement with Manager.

In the afternoon on June 2, 2019, our Board held a special meeting attended by members of management of SRC and SMTA and representatives of both Fried Frank and Barclays. At the meeting, representatives of Barclays presented to our Board Barclays’ financial analyses of the consideration to be received by SMTA in the

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Sale and rendered to our Board its oral opinion, which Barclays subsequently confirmed by the delivery of a written opinion dated June 2, 2019, to the effect that, as of that date and based upon and subject to certain assumptions, factors and qualifications set forth in the written opinion, the consideration to be received by SMTA in the Sale was fair, from a financial point of view, to SMTA. Barclays’ financial analysis and opinion are more fully described in “—Opinion of Financial Advisor” beginning on page 39 of this proxy statement. A meeting of the Related Party Transaction Committee was then held at which the committee unanimously approved the Real Estate Sale Contract, the Termination Agreement and the Interim Management Agreement with Manager and SRC or its subsidiaries. Our Board then unanimously approved and declared advisable the Sale Agreement, the other transaction documents (including the Real Estate Sale Contract, the Termination Agreement and the Interim Management Agreement), the Sale and the other transactions contemplated by the Sale Agreement, determined that it was in the best interests of SMTA and its shareholders that SMTA enter into the Sale Agreement and the other transaction documents and consummate the transactions contemplated by the Sale Agreement on the terms and subject to the conditions set forth in the Sale Agreement, and resolved to recommend that the SMTA shareholders vote in favor of the Sale.

In the evening on June 2, 2019, (i) SMTA, Seller, Newco and HPT executed the Sale Agreement, (ii) HPT, the trustees and the other signatories thereto executed the Voting Agreement, (iii) Property Seller and Newco executed the Real Estate Sale Contract, (iv) SMTA, Manager, Spirit SMTA Preferred Holder, LLC and SRC executed the Termination Agreement and (v) SMTA and Manager executed the Interim Management Agreement.

Before the opening of trading on the NYSE on June 3, 2019, SMTA issued a press release announcing the execution of the Sale Agreement and the other transaction documents. Before the opening of trading on the NYSE on June 3, 2019, HPT also issued a press release announcing the execution of the Sale Agreement.

Recommendation of the SMTA Board of Trustees and SMTA’s Reasons for the Sale

At a special meeting of our Board, held on June 2, 2019, our Board, after careful review of the terms of the Sale Agreement, facts and circumstances relating to the Sale, the recommendation of our executive officer and the advice provided by our financial and legal advisors, unanimously approved and declared advisable the Sale Agreement, the Sale and the other transactions contemplated by the Sale Agreement, determined that it was in the best interests of SMTA and its shareholders that SMTA enter into the Sale Agreement and consummate the transactions contemplated by the Sale Agreement on the terms and subject to the conditions set forth in the Sale Agreement, and resolved to recommend that the shareholders of SMTA vote FOR the approval of the Sale Proposal. In granting such approvals and making such determinations and recommendation, our Board considered numerous factors, including the following non-exhaustive list of material factors and benefits of the Sale, each of which our Board believed supported its unanimous approval, determinations and recommendation:

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Our Board also considered a variety of risks and potentially negative factors in its deliberations concerning the Sale Agreement and the Sale, including the following (not in any relative order of importance):

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The foregoing discussion of the factors considered by our Board is not intended to be exhaustive, but rather includes the principal factors considered by our Board. Our Board collectively reached the conclusion to unanimously approve the Sale, in light of the various factors described above and other factors that our Board, as applicable, believed were appropriate. Our Board did not assign relative weights to the foregoing factors or determine that any factor was of particular importance. Rather, our Board viewed its positions and recommendation as being based on the totality of information presented to and considered by it. In considering the factors discussed above, individual trustees may have given different weights to different factors.

The foregoing explanation of the reasoning of our Board and certain information presented in this section is forward-looking in nature and, therefore, the information should be read in light of the factors discussed in “Cautionary Statement Concerning Forward-Looking Statements.”

Our Board unanimously recommends that you vote FOR the approval of the Sale Proposal.

Opinion of Financial Advisor

SMTA engaged Barclays to act as our financial advisor with respect to pursuing strategic alternatives for SMTA, including a possible sale of the Master Trust, pursuant to an engagement letter dated February 25, 2019. On June 2, 2019, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to our Board that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the purchase price for the Sale (the Purchase Price) is fair, from a financial point of view, to SMTA.

The full text of Barclays’ written opinion, dated as of June 2, 2019, is attached as Annex C to this proxy statement. Barclays’ written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays’ opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

Barclays’ opinion, the issuance of which was approved by Barclays’ Fairness Opinion Committee, is for the use and benefit of our Board, addresses only the fairness, from a financial point of view, of the Purchase Price and does not constitute a recommendation to any shareholder of SMTA as to how such shareholder should vote with respect to the proposed transaction or any other matter. The terms of the proposed transaction were determined through arm’s-length negotiations between SMTA and HPT and were unanimously approved by our Board. Barclays did not recommend any specific form of consideration to SMTA or that any specific form of consideration constituted the only appropriate consideration for the proposed transaction. Barclays was not requested to address, and its opinion does not in any manner address, SMTA’s underlying business decision to proceed with or effect the proposed transaction, the likelihood of the consummation of the proposed transaction or the relative merits of the proposed transaction as compared to any other transaction in which SMTA may engage. Barclays expressed no opinion on the fairness of any mechanisms for adjustments to the Purchase Price contemplated by the Sale Agreement. Barclays also did not express any opinion on the fairness of the purchase price under, or any of the transactions contemplated by, the Real Estate Sale Contract. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the proposed transaction, or any class of such persons, relative to the consideration to be offered to SMTA in the proposed transaction. No limitations were imposed by our Board upon Barclays with respect to the investigations made or procedures followed by it in rendering its opinion.

In arriving at its opinion, Barclays, among other things:

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In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and Barclays did not assume responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of management of SMTA that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections of SMTA, upon advice of SMTA, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of SMTA as to the future financial performance of the Master Trust. In arriving at its opinion, Barclays assumed no responsibility for and expressed no view as to any such projections or estimates (including the Projections) or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of SMTA and did not make or obtain any evaluations or appraisals of the assets or liabilities of SMTA. Barclays’ opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, June 2, 2019. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after June 2, 2019. Barclays expressed no opinion as to the prices at which SMTA common shares would trade following the announcement of the proposed transaction, and its opinion was not intended to provide any assurance that the market value of the SMTA common shares held by the shareholders of SMTA after the consummation of the proposed transaction would be in excess of the market value of the SMTA common shares owned by such shareholders at any time prior to the announcement or consummation of the proposed transaction. Barclays made no analysis of, and its opinion did not address, whether any amounts may be distributable to SMTA shareholders in connection with the proposed transaction or otherwise.

Barclays assumed the accuracy of the representations and warranties contained in the Sale Agreement and all the agreements related thereto to the extent meaningful to its analysis. Barclays also assumed, upon the advice of SMTA, that all material governmental, regulatory and third party approvals, consents and releases for the proposed transaction would be obtained within the constraints contemplated by the Sale Agreement and that the

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proposed transaction will be consummated in accordance with the terms of the Sale Agreement without waiver, modification or amendment of any material term, condition or agreement thereof meaningful to its analysis. Barclays did not express any opinion as to any tax or other consequences that might result from the proposed transaction, nor did Barclays’ opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood SMTA had obtained such advice as it deemed necessary from qualified professionals.

In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the Master Trust, but rather made its determination as to fairness, from a financial point of view, to SMTA of the Purchase Price in the proposed transaction on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses used by Barclays in preparing its opinion to our Board. The summary of Barclays’ analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays’ opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

For the purposes of its analyses and reviews, Barclays made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of SMTA or any other parties to the proposed transaction. No company, business or transaction considered in Barclays’ analyses and reviews is identical to SMTA, HPT or the proposed transaction, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Barclays’ analyses and reviews. None of SMTA, HPT, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays’ analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews summarized below includes information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays’ analyses and reviews.

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Selected Comparable Company Analysis

In order to assess how the public market values assets of similar publicly traded companies and to provide a range of relative implied purchase prices of the Master Trust by reference to those companies, Barclays reviewed and compared specific financial and operating data relating to the Master Trust with selected companies that Barclays, based on its experience in the real estate industry, deemed comparable to the Master Trust. The selected comparable companies were:

Primary Selected Comparable Companies (externally managed net lease REITs)

Secondary Selected Comparable Companies (internally managed net lease REITs)

Barclays calculated and compared various financial multiples and ratios of the Master Trust and the selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed each company’s implied forward capitalization rate. All of these calculations were performed, and based on publicly available financial data (including SNL Financial and FactSet) and closing prices, as of May 31, 2019, the last trading date prior to the delivery of Barclays’ opinion. The results of this selected comparable company analysis are summarized below:

Barclays selected the comparable companies listed above because their businesses and operating profiles are reasonably similar to that of the Master Trust. However, because of the inherent differences between the business, operations and prospects of the Master Trust and those of the selected comparable companies, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of the Master Trust and the selected comparable companies that could affect the enterprise values of each in order to provide a context in which to

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consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, differences in capital structure, profitability levels and degree of operational risk between the Master Trust and the companies included in the selected company analysis. Based upon these judgments, Barclays selected an implied capitalization rate range of 7% to 8% for the Master Trust and applied such range to SMTA’s 2019E adjusted net operating income per the Projections to calculate a range of implied enterprise values of the Master Trust.

Barclays’ selected comparable companies analysis yielded an implied enterprise value range for the Master Trust of $2.145 billion to $2.455 billion. Barclays noted that on the basis of the selected comparable company analysis, the adjusted purchase price for the Sale of $2.345 billion (the $2.4 billion aggregate purchase price less the $55 million corresponding to the Travel Center Properties sale) (the Adjusted Purchase Price) was within the range of implied enterprise values.

Selected Precedent Transaction Analysis

Barclays reviewed and compared the purchase prices and financial multiples paid in selected other portfolio transactions that Barclays, based on its experience with merger and acquisition transactions, deemed relevant. Barclays chose such transactions based on, among other things, the similarity of the applicable target portfolios in the transactions to the Master Trust with respect to the size, asset mix and other characteristics of their businesses. The selected precedent transactions were:

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Using publicly available information, Barclays analyzed the purchase price and capitalization rate for each of the precedent transactions. The following summarizes the result of this analysis:

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Master Trust and the portfolios included in the selected precedent transaction analysis. Accordingly, Barclays believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the proposed transaction. Barclays therefore made qualitative judgments concerning differences between the characteristics of the selected precedent transactions and the proposed transaction which would affect the acquisition values of the selected target companies and the Master Trust. Based upon these judgments, Barclays selected an implied capitalization rate range of 6.75% to 7.75% and applied such range to SMTA’s 2019E adjusted net operating income per the Projections to calculate a range of implied enterprise values for the Master Trust.

Barclays’ selected precedent transactions analysis yielded a reference enterprise value range for the Master Trust of $2.215 billion to $2.545 billion. Barclays noted that on the basis of the selected precedent transactions analysis, the Adjusted Purchase Price of $2.345 billion was within the range of implied enterprise values.

Discounted Cash Flow Analysis

In order to estimate the present implied enterprise value of the Acquired Companies, Barclays performed a discounted cash flow analysis of the Master Trust. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the implied enterprise value of the Master Trust using the discounted cash flow method, Barclays added (i) the present values of the Master Trust’s projected unlevered free cash flows for fiscal years 2019 through 2022 per the Projections to (ii) the present value of the “terminal value” of the Master Trust as of 2022. The residual value of the Master Trust at the end of the forecast period, or “terminal value,” was estimated by selecting a range of perpetuity growth rates of 0.5% to 1.0% which was derived by Barclays utilizing its professional judgment and experience, taking into account the Projections and market expectations and applying such range to SMTA’s projected 2022 unlevered free cash flow per the Projections. The present values of the Master Trust unlevered free cash flows and the terminal value were calculated by applying a range of discount rates of 7.0% to 8.0% which was selected based on an analysis of the weighted average cost of capital of the comparable companies.

Barclays’ discounted cash flow analysis yielded a reference enterprise value range for the Master Trust of $2.025 billion to $2.490 billion. Barclays noted that on the basis of the discounted cash flow analysis, the Adjusted Purchase Price of $2.345 billion was within the range of implied enterprise values.

Other Factors

Barclays also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were references for informational purposes, including, among other things, the Historical Share Price Performance Analysis, described below.

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Historical Share Price Performance and Total Shareholder Return Analysis

In order to provide background information and perspective with respect to, and illustrate the trend in, the historical trading prices and the total shareholder returns of SMTA common shares, Barclays considered historical data with regard to the trading prices of SMTA common shares for the period from June 1, 2018 to May 31, 2019 and compared the total shareholder returns of SMTA with the average total shareholder returns during the same periods of the selected companies listed under the caption “Selected Comparable Company Analysis” above.

Barclays noted that during the period from June 1, 2018 to May 31, 2019, the closing price of SMTA common shares ranged from $6.36 to $11.61 and the total shareholder return of SMTA common shares was -1.3%, compared to an average total shareholder return from the Primary Selected Comparable Companies (externally managed net lease REITs) of -6.9% and an average return from the Secondary Selected Comparable Companies (internally managed net lease REITs) of 36.0%.

General

Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. Our Board selected Barclays because of its familiarity with SMTA and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the proposed transaction.

Barclays is acting as financial advisor to SMTA in connection with the proposed transaction. As compensation for its services in connection with the proposed transaction, SMTA paid Barclays a monthly retention fee with the first installment paid upon execution of Barclays’ engagement letter with SMTA, which is referred to as the “Retention Fee,” and $1,500,000 upon the delivery of Barclays’ opinion, which is referred to as the “Opinion Fee.” The Opinion Fee was not contingent upon the conclusion of Barclays’ opinion or the consummation of the proposed transaction. Upon completion of the proposed transaction Barclays will earn a total fee of up to $13,000,000, against which the Retention Fee and Opinion Fee will be credited. Furthermore, SMTA has agreed to reimburse Barclays for out-of-pocket expenses incurred in connection with the proposed transaction and to indemnify Barclays for certain liabilities that may arise out of its engagement by SMTA and the rendering of Barclays’ opinion. Barclays and its affiliates have performed various investment banking services for SMTA in the past, are currently providing such services and expect to perform such services in the future, and have received, and expect to receive, customary fees for such services. Specifically, in the past two years, a Barclays’ affiliate has provided credit through, and is administrative agent under, a variable funding note in the Master Trust. Barclays and its affiliates have also performed various investment banking services for SRC in the past, may be currently providing such services and may perform such services to SRC in the future. Barclays has received, and expects to receive, customary investment banking fees for such services.

Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of SMTA for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

connection with our review of strategic alternatives described in this proxy statement, the Related Party Transaction Committee and the full Board authorized senior management to prepare and provide to the Related Party Transaction Committee, our Board and Barclays certain non-public, unaudited prospective financial information regarding the Master Trust to assist the Related Party Transaction Committee, our Board and Barclays in considering, analyzing and evaluating our strategic alternatives.

The Projections set forth below, prepared as of May 2019, were considered by our Board and Barclays in evaluating our strategic alternatives, including the Sale. The Projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States (GAAP), the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. For example, certain metrics included in the Projections are non-GAAP financial measures, and the Projections do not include footnote disclosures as may be required by GAAP. Furthermore, Ernst & Young LLP, our independent registered public accounting firm, has not examined, reviewed, compiled or otherwise applied procedures to the Projections and, accordingly, assumes no responsibility for, and expresses no opinion on, the Projections. The Projections included in this proxy statement have been prepared by, and are the responsibility of, our management.

The Projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, market and financial conditions, changes to our business, financial condition or results of operations and other matters. Many of these estimates and assumptions are difficult to predict, subject to significant economic and competitive uncertainties, are beyond our control and may cause the Projections or the underlying assumptions to be inaccurate. Since the Projections cover multiple years, the information contained therein and the estimates and assumptions on which the Projections are based, by their nature become less reliable with each successive year.

The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding SMTA contained in our public filings with the SEC. Further, the Projections do not take into account any circumstances or events occurring after the date they were prepared. As a result, there can be no assurance that the Projections will be realized or that our actual results will not be significantly higher or lower than projected. Finally, the Projections do not take into account the effect of any failure of the Sale to be consummated and should not be viewed as accurately reflecting the projected performance of the company in that context.

For the foregoing reasons, as well as the basis and assumptions on which the Projections were compiled, the inclusion of specific portions of the Projections in this proxy statement should not be regarded as an indication that such Projections will be an accurate prediction of future events, and they should not be relied on as such. Except as required by applicable securities laws, we do not intend to update or otherwise revise the Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

The Projections are forward-looking statements and are protected accordingly under the securities laws. For information on factors that may cause our future financial results to materially vary see “Cautionary Statement Concerning Forward-Looking Statements” in this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, and in our subsequently filed reports with the SEC.

In light of the foregoing factors and the uncertainties inherent in the Projections, we caution our shareholders not to place undue, if any, reliance on the Projections included in this proxy statement.

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Unless otherwise indicated, the address of each named person is c/o Spirit MTA REIT, 2727 North Harwood Street, Suite 300, Dallas, TX 75201. No shares beneficially owned by any executive officer or trustee have been pledged as security.

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Interests of Our Trustees and Executive Officer

The interests of our executive officer, Mr. Ricardo Rodriguez, and trustees of SMTA in the Sale are generally aligned with the interests of our shareholders.

As of July 29, 2019, our executive officer and trustees own, in the aggregate, 414,468 SMTA common shares, for which they will receive, assuming the accuracy of our estimates regarding cash available for distribution to holders of SMTA common shares, aggregate cash distributions of approximately $3.52 million to $3.88 million in connection with the contemplated winding-up and liquidation of SMTA following the Sale. In addition, a portion of the SMTA common shares owned by our executive officer and independent trustees are unvested restricted shares. Under our “Trustee Compensation Program,” restricted share awards held by our trustees will vest according to their terms on the date of the special meeting of the shareholders. As described in greater detail below under the heading “Arrangements with our Executive Officer,” restricted share awards held by our executive officer vest in full upon a change in control, which includes the contemplated Sale. The following table indicates the value of the SMTA common shares beneficially owned by our executive officer and trustees as of July 29, 2019 and the estimated compensation to be received in respect of the outstanding equity awards that will vest on the date of the Sale and the special meeting, respectively, based on our estimates of the amount of cash available for distribution to holders of SMTA common shares following the completion of the Sale and pursuant to the Plan of Liquidation.

Arrangements with our Executive Officer

Mr. Rodriguez is currently an employee of SRC, and serves as Senior Vice President, Structured Finance of SRC and as our dedicated Chief Executive Officer and Chief Financial Officer, pursuant to the terms of an employment agreement, dated March 17, 2018, by and between SRC and Mr. Rodriguez (the Rodriguez Employment Agreement). Subject to the terms of the Rodriguez Employment Agreement, SRC has discretion to determine the form and level of cash compensation paid to and earned by Mr. Rodriguez, subject to certain minimums and targets set forth in the Rodriguez Employment Agreement. Historically, we, in turn, paid

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Manager a management fee, from which SRC paid Mr. Rodriguez’s salary and cash bonus awards, if any. As such, neither we nor our Board or its compensation committee have in the past had control over the amount of Mr. Rodriguez’s salary or cash bonus awards, if any.

However, the compensation committee of our Board has been responsible for determining the amount of any equity compensation granted to Mr. Rodriguez and for authorizing the issuance of any such award under the SMTA and Spirit MTA REIT, L.P. 2018 Incentive Award Plan (the Plan). Mr. Rodriguez currently holds the following equity-based awards, which were granted to him by SMTA on January 31, 2019, pursuant to the Plan and the applicable forms of award agreement: (i) 89,513 time-vesting restricted shares and (ii) 31,969 performance shares, in each case on the terms described in greater detail below.

In addition, at the recommendation of the compensation committee of our Board, our Board authorized, and we entered into, a bonus award agreement with Mr. Rodriguez (the Transaction Bonus Agreement) to provide certain payments to Mr. Rodriguez upon the consummation of the Sale, and a subsequent payment upon the completion of the sale of substantially all of SMTA’s assets not involved in the Sale, as more fully described below.

Pursuant to the Interim Management Agreement, instead of Mr. Rodriguez being paid by SRC for services he provides to us in his capacity as our executive officer, following the Sale, we will be directly responsible for the cost of our executive officer’s base salary (currently equal to approximately $257,750 annually), and with the approval of the compensation committee of our Board, for cash incentive compensation (including a target annual cash bonus opportunity equal to 75% of his base salary based on achievement of performance goals) and any additional equity incentive compensation.

Under the terms of the Rodriguez Employment Agreement, in addition to other terms and conditions, Mr. Rodriguez has the right to certain payments and benefits from SRC in the event his employment is terminated by SRC without cause or by Mr. Rodriguez for good reason, including: (i) a lump sum payment equal to one (1) times his annual base salary; (ii) a lump sum payment equal to one (1) times his target annual bonus; (iii) payment of the amount of the annual bonus for the calendar year prior to the year in which the termination of employment occurs, if any, if such bonus amount had not previously been paid; (iv) payment of a pro-rata portion of the annual bonus for the year in which the termination of employment occurs, based on actual results for such year and the amount of time Mr. Rodriguez was employed by SRC and its subsidiaries during the year, payable when bonuses are paid to other current employees of SRC but no later than March 15 of the year following the year of the termination of employment; (v) subject to Mr. Rodriguez’s election of COBRA continuation coverage, continued coverage under SRC’s group health plans for up to twelve (12) months at the same level and cost as would have applied to Mr. Rodriguez had his employment not terminated; and (vi) full vesting of each unvested outstanding equity and/or long term incentive award granted by us or by SRC, provided that if Mr. Rodriguez terminates his employment for good reason due to a change in control of SMTA, then he shall be entitled to accelerated vesting with respect to unvested awards granted by SMTA, but not with respect to any awards granted by SRC and if Mr. Rodriguez were to terminate his employment for good reason due to a change in control of SRC, then he would be entitled to accelerated vesting with respect to unvested awards granted by SRC, but not with respect to any awards granted by SMTA. The consummation of the Sale will constitute a change in control of SMTA under the Rodriguez Employment Agreement. If any payment or benefit received by Mr. Rodriguez, together with all other relevant payments were to be considered to be subject to excise tax under Section 4999 of the Tax Code, then such payments and benefits will be subject to reduction in accordance with the terms of the Rodriguez Employment Agreement, if and to the extent that such reduction would result in Mr. Rodriguez keeping (net of all relevant taxes) a greater portion of the total payments. All severance payments and benefits are subject to delivery of an irrevocable general release of claims. In addition, under the terms of the Rodriguez Employment Agreement, our executive officer is subject to a set of restrictive covenants including perpetual confidentiality obligations, one-year non-competition, non-solicitation and non-interference restrictions, as well as a mutual non-disparagement provision.

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If the Sale is consummated as currently contemplated, Mr. Rodriguez’s employment with SRC may either be terminated by SRC without cause or by Mr. Rodriguez for good reason. In that case, Mr. Rodriguez will become entitled to the payments and benefits described above, subject to his execution and non-revocation of a general release of claims, which would result in cash payments of approximately $451,062, plus a pro rata bonus amount through the termination date based on actual performance for the year, and equity-compensation related payments described below.

As noted above, on January 31, 2019, we granted Mr. Rodriguez 89,513 time-vesting restricted shares (RSAs) and 31,969 performance-vesting shares (PSAs) under the Plan. The RSAs had an approximate grant date fair value of $699,992 (calculated by multiplying the number of RSAs granted by the closing price of the SMTA common shares on the date of grant). With respect to the RSAs, in the normal course, (i) 57,544 of the RSAs vest in three substantially equal installments beginning on the date of grant and subsequently on January 1, 2020 and 2021 and (ii) 31,969 of the RSAs vest in three substantially equal annual installments, beginning on January 1, 2020. In addition, under the terms of the applicable award agreements, the RSAs vest in full upon a change in control (as defined in the Plan), which includes the contemplated Sale.

The number of PSAs granted was denominated by dividing $250,000 by the closing price of an SMTA common share on the date of grant, provided, however, the number of shares that may actually be issued in settlement of the PSAs depends on the extent to which the PSAs become vested (if any). In the normal course, the PSAs are eligible to vest in three substantially equal installments (designated as Tranche 1, Tranche 2 and Tranche 3) upon achievement of SMTA’s compounded annual total shareholder return calculated in accordance with the methodology used in the MSCI US REIT Index (TSR) for calendar year 2019 (for Tranche 1), calendar year 2020 (for Tranche 2) and calendar year 2021 (for Tranche 3). Achievement of a TSR in accordance with the foregoing of 10% (Minimum TSR), 15% and 20% (Maximum TSR) will result in the vesting of PSAs as to 66.7%, 100% and 200%, respectively, with linear interpolation to be applied for achievement between Minimum TSR and Maximum TSR. In addition, if a change in control, which includes the contemplated Sale, occurs prior to December 31, 2021 and Mr. Rodriguez remains employed as of immediately prior to the date of such change in control, the number of PSAs that vests and become payable, if any, will be determined based upon TSR achievement as of the date of such change in control.

Based on the estimates contained in this proxy statement of the cash amounts that will be distributed to holders of SMTA common shares in connection with the contemplated Sale and the winding-up and liquidation of SMTA following the Sale, and an estimated TSR achievement in excess of 20% measured as of the consummation of the Sale (calculated as of July 29, 2019), the table below sets forth the estimated value of the outstanding (unvested) RSAs and PSAs held by Mr. Rodriguez.

In addition, at the recommendation of the compensation committee of our Board, our Board authorized, and we entered into, a bonus award agreement with Mr. Rodriguez providing him with the opportunity to earn (i) a sale bonus in the amount of $1,000,000 (the Sale Bonus), payable in connection within ten days of the closing of the Sale and (ii) a dissolution bonus in the amount of $250,000 (the Dissolution Bonus), payable upon the completion of the sale of substantially all of SMTA’s assets not involved in the Sale. The Sale Bonus and Dissolution Bonus are each subject to the terms and conditions set forth in the bonus award agreement,

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conditions of which include the requirement that Mr. Rodriguez continue to provide services to SMTA through the payment date to each bonus. The Transaction Bonus Agreement provides that the vesting date for the Sale Bonus will be the closing of the Sale and the vesting date for the Dissolution Bonus will be the date of the SMTA Termination. If the terms and conditions of the Transaction Bonus Agreement are met, each of the Sale Bonus and Dissolution Bonus will be paid in the form of a lump sum cash payment, subject to reduction for payment of any applicable taxes.

Transactions with Spirit Realty Capital, Inc. and its Subsidiaries

Real Estate Sale Contract

On June 2, 2019, concurrently with the execution of the Sale Agreement, Newco entered into the Real Estate Sale Contract with Spirit FJ SMF SPE, LLC (Property Seller), a subsidiary of SRC, pursuant to which, and subject to the terms and conditions therein, immediately following the Closing, Newco will acquire the Travel Center Properties from the Property Seller for a purchase price of $55 million, subject to customary real estate prorations. In connection therewith, SMTA will be repaid the outstanding balance (estimated to be approximately $26.4 million as of June 30, 2019) under certain mortgage loans (the Specified Mortgage Loans) secured by the Travel Center Properties and three other properties owned by a subsidiary of SRC. If the transfer of the Travel Center Properties does not occur in connection with the closing of the Sale, the purchase price payable in the Sale by HPT will be reduced by $55 million.

Termination Agreement

On June 2, 2019, concurrently with the execution of the Sale Agreement, SMTA, SRC, Spirit MTA Preferred Holder, LLC (a subsidiary of SRC) and Manager entered into the Termination Agreement pursuant to which, among other things, effective upon the closing of the Sale, the parties agreed to terminate the Asset Management Agreement. In connection with termination of the Asset Management Agreement, SMTA will pay Manager the termination fee (estimated to be approximately $48 million) required by the terms of the Asset Management Agreement, however, (i) SMTA will not be required to deliver notice to Manager 180 days in advance of termination or enter into an eight-month transition services agreement with Manager and (ii) Manager has agreed to waive its right to receive any promote fees to which it is otherwise entitled under the Asset Management Agreement in connection with the Sale or otherwise. In addition, SMTA and SRC affirmed their respective responsibilities to each other in respect of the principal transaction documents entered into in connection with the Master Trust (Master Trust Transaction Documents), in particular, the obligations of SMTA to indemnify SRC and its affiliates pursuant thereto following the termination and discharge of the Master Trust.

The Termination Agreement also provides that SMTA will repurchase at the closing of the Sale the 600,000 Series A Preferred Shares held by Spirit MTA Preferred Holder, LLC at par ($150 million in the aggregate, plus any accrued but unpaid dividends) in accordance with the terms of the Series A Preferred Shares.

As a result of the termination of the Asset Management Agreement pursuant to the terms of the Termination Agreement, SMTA will not be required to pay management fees for a 180-day notice period or enter into an eight-month transition services agreement (and pay management fees for that period) which would be applicable in the event of a termination of the Asset Management Agreement by SMTA absent to the Termination Agreement, resulting in savings of approximately $31.9 million in management fees, including property management fees.

If the transfer of the Travel Center Properties does not occur in connection with the closing of the Sale, the Termination Agreement provides that a subsidiary of SRC will repay, or cause repayment of, the amounts outstanding under the Specified Mortgage Loans to SMTA in connection with the closing of the Sale.

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Interim Management Agreement

On June 2, 2019, concurrently with the execution of the Sale Agreement, SMTA and Manager entered into the Interim Management Agreement, to be effective upon closing of the Sale, pursuant to which, among other things, Manager will manage the affairs of SMTA following completion of the Sale (and termination of the Asset Management Agreement), including in connection with the winding-up and liquidation of SMTA, for an annual fee of $1 million for the initial one-year term thereof, and $4 million per annum for any renewal term, in each case plus certain cost reimbursements. In addition, pursuant to the Interim Management Agreement, SMTA will responsible for the cost of SMTA’s executive officer’s base salary, and with the approval of the compensation committee of our Board, cash and equity incentive compensation. The Interim Management Agreement may be terminated by SMTA at any time upon 30 days’ prior written notice to Manager, or by Manager upon 180 days’ prior written notice (provided that such notice may not be given prior to 180 days following the closing of the Sale), in each case without payment of a termination fee. In addition, Manager can terminate the Interim Management Agreement upon 60 days’ prior written notice of SMTA’s material breach thereof if such breach is not cured within 30 days of notice of breach.

Regulatory Matters

SMTA does not believe that the Sale is subject to review by any governmental authorities under the antitrust laws of the jurisdictions or otherwise in the jurisdictions where SMTA conducts business.

The Sale Agreement

The following summary describes the material provisions of the Sale Agreement. This summary does not purport to be complete and may not contain all of the information about the Sale Agreement that is important to you. This summary has been included solely to provide you with information regarding the terms of the Sale Agreement, and is not intended to provide any other factual information about the parties to the Sale Agreement or their respective affiliates, their respective businesses or the actual conduct of their respective businesses during the period prior to the closing of the Sale. The summary of the material terms of the Sale Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Sale Agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated in this document by reference. We encourage you to read the Sale Agreement carefully in its entirety for a more complete understanding of its terms, as the rights and obligations of the parties are governed by the express terms of the Sale Agreement and not by this summary or other information contained in this proxy statement.

The Sale

The Sale Agreement provides for the sale by Seller to HPT of all of the limited liability company interests (Newco Interests) of Newco, a newly formed holding company that will, immediately prior to closing of the Sale, own all of the equity interests (Acquired LLC Interests) of the Acquired Companies, which own, collectively, all of the real properties collateralizing the Master Trust, and certain other assets (Parent Transferred Assets) and liabilities (Parent Transferred Liabilities) of SMTA related to the Master Trust but held outside of the Acquired Companies, collectively representing substantially all of the assets of SMTA. At the closing of the Sale, the following steps will occur and be deemed to have occurred substantially simultaneously:

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Purchase Price for the Sale

The aggregate purchase price for the Sale is $2.4 billion, plus the amount of the make-whole prepayment premium (Prepayment Premium) payable upon redemption of the Master Trust Notes at closing (estimated to be approximately $71.1 million, but will vary depending on the date of redemption and other factors, including interest rate fluctuations), and is subject to adjustment and a post-closing true-up for cash, indebtedness, net working capital items and certain credits in favor of HPT for:

If the Real Estate Sale Contract closes in connection with the closing of the Sale, the $55 million purchase price (as adjusted for customary real estate prorations) for the Travel Center Properties will be paid out of the purchase price proceeds to SMTA in the Sale. If such closing does not occur in connection with the closing of the Sale, the purchase price for the Sale will be reduced by $55 million. Whether or not the Real Estate Sale Contract closes in connection with the Sale, SRC will separately repay (or cause to be paid) to SMTA the balance due on the Specified Mortgage Loans (approximately $26.4 million as of June 30, 2019) secured by the Travel Center Properties and three additional properties unrelated to the Sale. In addition, transfer taxes imposed on the Sale will be borne 50% by Seller and 50% by HPT.

Following the adjustment at closing of the Sale of the purchase price in accordance with the Sale Agreement, and payment of the amounts required for redemption of the Master Trust Notes and discharge and satisfaction of the Master Trust indenture, Newco’s purchase of the Travel Center Properties, payment of the fees and expenses related to the Sale, and payment of any withholding taxes and Seller’s portion of any transfer taxes imposed with respect to the Sale, we estimate net proceeds of approximately $450 million to SMTA from the Sale (and before giving effect to payment of the termination fee (estimated to be $48 million) payable to Manager upon termination of the Asset Management Agreement, the anticipated redemption of our outstanding Series A Preferred Shares at par ($150 million), plus any accrued but unpaid dividends, and the anticipated redemption of the preferred shares of our subsidiary, Spirit MTA SubREIT, Inc., at par ($5.1 million), plus a make-whole premium and any accrued but unpaid dividends). The purchase price will be subject to a customary adjustment shortly following the closing of the Sale.

Representations and Warranties

The Sale Agreement contains representations and warranties that are the product of negotiations among the parties thereto and made to, and solely for the benefit of, the parties as of specified dates. The assertions embodied in those representations and warranties are subject to materiality, knowledge and other similar

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qualifications and limitations agreed to by the respective parties and are also qualified in important part by a confidential disclosure letter (Seller Disclosure Letter) delivered to HPT in connection with entering into the Sale Agreement. The representations and warranties were negotiated with the principal purpose of allocating risk among the parties to the Sale Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

In the Sale Agreement, SMTA and Seller have made representations and warranties to HPT regarding SMTA and Seller, with respect to, among other things:

In addition, SMTA and Seller have made representations and warranties to HPT regarding the Acquired Companies and Newco with respect to, among other things:

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In the Sale Agreement, HPT has made representations and warranties to SMTA and Seller with respect to:

Some of the representations and warranties in the Sale Agreement made by SMTA, Seller and HPT are qualified as to “materiality” or “Material Adverse Effect.” For purposes of the Sale Agreement, a “Material Adverse Effect” means:

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However, the exceptions set forth above in subclauses (i), (ii), (iii), (iv), (vii) or (viii) may be taken into account if such change, fact, event, occurrence, condition or development has a disproportionate adverse effect on the Acquired Companies, taken as a whole, as compared to similarly situated companies in the industries in which the Acquired Companies conduct business or own properties.

None of the representations and warranties of the parties contained in the Sale Agreement or in any certificate delivered pursuant to the Sale Agreement will survive the closing of the Sale.

Conduct of Business Pending the Sale

Each of SMTA and Seller has agreed that unless expressly contemplated by the Sale Agreement, disclosed in the Seller Disclosure Letter or required by the Master Trust Transaction Documents or applicable law, from June 2, 2019, until the earlier of the closing of the Sale and the termination of the Sale Agreement, without the prior written consent of HPT (which consent will not be unreasonably withheld, delayed or conditioned), it will cause each Acquired Company not to:

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Conditions to Obligations to Complete the Sale

The obligation of each party to consummate the Sale is subject to the fulfilment or written waiver of the following conditions:

The obligation of SMTA and Seller to consummate the Sale is further subject to the fulfilment or waiver of the following conditions:

The obligation of HPT to consummate the Sale is further subject to the fulfilment or waiver of the following conditions:

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In addition, it is a condition to the obligation of HPT (subject to its waiver thereof) to the closing of the Sale that there has not been any effect, change, fact, event, occurrence, condition or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Acquired Companies.

No Solicitation

Subject to certain exceptions described below, SMTA agreed that it will not, will cause its subsidiaries not to and will use reasonable best efforts to cause its and its subsidiaries’ trustees, directors, members, managers, officers, employees, legal, accounting and financial advisors (collectively, Representatives) not to, directly or indirectly:

In addition, SMTA agreed that it will, will cause each of its subsidiaries to and will use reasonable best efforts to cause its and its subsidiaries’ Representatives to immediately cease and cause to be terminated all discussions, activities (including by terminating access to any data room), negotiations, solicitation or encouragement with any persons that may be ongoing with respect to an Acquisition Proposal as of June 2, 2019. SMTA agreed that it will, and will cause its subsidiaries to, request any person (and its Representatives) that received any non-public information about SMTA or its subsidiaries that was furnished by or on behalf of SMTA prior to June 2, 2019, in connection with an Acquisition Proposal to return or destroy all such information.

Notwithstanding the limitations described above, prior to obtaining the Requisite Parent Vote, SMTA may (i) provide information in response to a request therefor by a person who has made a bona fide written Acquisition Proposal received after June 2, 2019, that did not result from a breach of the Sale Agreement if SMTA receives from such person an executed customary confidentiality agreement containing terms not materially less restrictive in the aggregate to the counterparty thereto than the terms of the confidentiality agreement between SMTA and HPT and promptly (and, in any event, within 48 hours) discloses (and, if applicable, provides copies of) any such documents to HPT to the extent not previously provided to HPT or

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(ii) engage or participate in any discussions or negotiations with any person who has made such a bona fide written Acquisition Proposal, if and only to the extent that, prior to taking any action described in clause (i) or (ii), our Board (A) determines in good faith based on the information then available and after consultation with its financial advisors that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (B) determines in good faith after consultation with its outside legal counsel that failure to take such action would likely be inconsistent with the trustees’ duties under applicable law.

SMTA has agreed that it will promptly (in any event, within 48 hours after receipt) notify HPT if any Acquisition Proposal or any inquiry or proposal that could reasonably be expected to lead to an Acquisition Proposal is received by, or any discussions or negotiation are sought to be initiated regarding an Acquisition Proposal with, it or any of its Representatives indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal, inquiry or other proposal (including material financing terms, if any) and SMTA will provide HPT with copies of any such Acquisition Proposal and other substantive correspondence relating to such Acquisition Proposal, inquiry or proposal made in writing. Thereafter, SMTA is required to keep HPT informed, on a reasonably prompt basis, of the status and terms of any such Acquisition Proposal (including any amendments thereto) and the status of any such discussions or negotiations with respect thereto.

“Acquisition Proposal” means any indication of interest, proposal or offer from any person (other than HPT or its affiliates), in writing or otherwise, relating to, in a single transaction or series of related transactions:

“Superior Proposal” means a bona fide Acquisition Proposal that our Board has determined in its good faith judgment is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal, and, if consummated, would result in a transaction more favorable to SMTA’s shareholders from a financial point of view than the transactions contemplated by the Sale Agreement (after taking into account any revisions to the terms of the transaction pursuant the Sale Agreement as proposed by HPT and the time likely to be required to consummate such Acquisition Proposal); provided, that for purposes of the definition of “Superior Proposal,” the references to “20%” and “80%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.”

Recommendation Change

As described in this proxy statement, our Board has determined to recommend that the SMTA shareholders vote for the Sale Proposal. Such recommendation is referred to herein as the Board Recommendation. Except as

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described below, neither our Board nor any committee thereof may do any of the following (a Change of Recommendation):

Notwithstanding the foregoing, if (i) SMTA or any of its subsidiaries receives a bona fide written Acquisition Proposal after June 2, 2019, that did not result from a breach of the provisions summarized herein, (ii) our Board determines in good faith based on the information then available and after consultation with its financial advisors that such Acquisition Proposal constitutes a Superior Proposal and (iii) our Board determines in good faith after consultation with its outside legal counsel that failure to make a Change of Recommendation and/or terminate the Sale Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal would likely be inconsistent with the trustees’ duties under applicable law, then, prior to the time (but not after) the Requisite Parent Vote is obtained, our Board and/or SMTA and its subsidiaries, as applicable, may (A) make a Change of Recommendation or (B) terminate, and cause or permit SMTA and its subsidiaries to terminate, the Sale Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal, but only if:

Additionally, prior to the time (but not after) the Requisite Parent Vote is obtained, solely in response to an Intervening Event, our Board may make a Change of Recommendation if it determines in good faith after consultation with its outside legal counsel that failure to make a Change of Recommendation in response to such Intervening Event would likely be inconsistent with the trustees’ duties under applicable Law, but only if:

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“Intervening Event” means any fact, circumstance, change, event, occurrence or effect that is material to SMTA and its subsidiaries taken as a whole (other than any event or circumstance resulting from a breach of the Sale Agreement by SMTA or its subsidiaries) and that (i) was not known to, or reasonably foreseeable by, our Board as of or prior to June 2, 2019, and (ii) does not involve or relate to an Acquisition Proposal.

Indemnification

Indemnification by HPT

Pursuant to the Sale Agreement, HPT has agreed to indemnify SMTA, Seller and their respective affiliates, officers, managers, members, successors and assigns and representatives from:

However, HPT is not required to provide such indemnification for losses for which SMTA and Seller are otherwise required to indemnify HPT as described below.

Indemnification by SMTA and Seller

Pursuant to the Sale Agreement, SMTA and Seller have agreed to indemnify HPT, its affiliates (including Newco and the Acquired Companies) and their respective officers, managers, members, successors, assigns and representatives from:

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With respect to matters described in the second bullet above, SMTA and Seller are not required to indemnify HPT or its related indemnified persons for any claim that is less than $50,000 (de minimis claims) or until the aggregate amount of all claims (excluding de minimis claims) exceeds $5 million, in which event SMTA and Seller are responsible for claims in excess of $2.5 million; provided that SMTA’s and Seller’s indemnification obligation is capped at $35 million. In addition, SMTA’s and Seller’s obligation for indemnification as described in the second bullet point above is limited to those claims for which HPT delivers written notice no later than the earlier of (i) twelve months following the closing of the Sale and (ii) the date of termination of SMTA’s existence (but in any event no less than 90 days after closing of the Sale).

Termination

The Sale Agreement may be terminated as follows:

Effect of Termination

If the Sale Agreement is terminated pursuant to its terms, the Sale Agreement will become void and of no effect with no liability on the part of any party to the Sale Agreement (or any shareholder or Representative of

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such party) following any such termination, except that (i) certain specified provisions of the Sale Agreement will survive, including those described in “—Termination Fee; Transaction Expenses” below, and (ii) no such termination will relieve any party of any liability or damages resulting from any willful material breach of the Sale Agreement.

Termination Fee; Transaction Expenses

SMTA has agreed to pay HPT a termination fee of $11,375,000 (Termination Fee) if:

In the event the Sale Agreement is validly terminated for failure to obtain the Requisite Parent Vote, SMTA is required to reimburse HPT for its reasonable and documented out-of-pocket fees, costs and expenses incurred in connection with the transactions contemplated by the Sale Agreement (Transaction Expenses), which obligation is subject to a cap of $10 million. If the Termination Fee is payable by SMTA in the circumstances described in the third bullet point above, any Transaction Expenses paid by SMTA will be credited against the Termination Fee payable in those circumstances.

HPT’s right to receive payment of the Termination Fee and the Transaction Expenses is the sole and exclusive remedy of HPT and its affiliates and Representatives against SMTA, Seller and their respective affiliates and Representatives under the Sale Agreement or arising out of or related to the Sale Agreement or the Sale, and upon payment of such amount, none of SMTA, Seller or any of their respective affiliates or Representatives will have any liability or obligation relating to or arising out of the Sale Agreement or the Sale, in each case, whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law or otherwise.

Amendment and Waiver

The Sale Agreement may only be amended by a writing signed by SMTA, Seller, Newco and HPT.

Voting Agreement

In connection with entering into the Sale Agreement, each of our trustees and our executive officer, as well as certain executive officers of SRC, entered into a voting agreement with HPT, pursuant to which each such person in their capacity as a shareholder of SMTA agreed to vote in favor of the Sale and the Sale Agreement.

Required Vote

The affirmative vote of the holders of a majority of the SMTA common shares outstanding as of the record date for the special meeting and entitled to vote thereon is required for the approval of the Sale Proposal.

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Liquidation of SMTA

If the Sale is completed and the Liquidation Proposal is approved by our shareholders, following the closing of the Sale, we intend to wind-up our operations and liquidate, and dissolve and terminate or convert to another liquidating entity under Maryland law and in accordance with our Amended and Restated Declaration of Trust and the Plan of Liquidation, including through the establishment of a liquidating trust or such other liquidating entity.

If our shareholders approve the Sale Proposal and the Liquidation Proposal, we currently anticipate making an initial cash distribution to shareholders shortly after the closing of the Sale in an amount ranging from $6.00 to $7.75 per SMTA common share, less applicable withholding taxes. Thereafter, upon a determination made by our Board, we may establish a liquidating trust to hold our remaining assets and liabilities and make final distributions to shareholders. In total, including the initial distribution and all subsequent distributions, we expect our shareholders will receive aggregate liquidating distributions (from SMTA and/or a liquidating trust or other liquidating entity established following closing of the Sale) that we estimate will range from $8.50 to $9.35 per SMTA common share, less applicable withholding taxes. Notwithstanding our estimates, we cannot predict with any certainty the exact timing, amount or number of any distributions to our shareholders, as uncertainties as to the precise net value of our remaining assets after the Sale, the ultimate amount of our liabilities, the purchase price adjustments under the Sale Agreement, the operating costs and amounts to be set aside for claims, obligations and provisions prior to and during the liquidation and winding-up process and the related timing to complete such transactions make it impossible to predict with certainty the actual net cash amount that will ultimately be available for distribution to shareholders or the timing of any such distributions.

SMTA Common Shares; Reporting Requirements

Following the closing of the Sale, our Board may determine to voluntarily delist the SMTA common shares from the NYSE and deregister the SMTA common shares under the Exchange Act in an effort to reduce our operating expenses and maximize our liquidating distributions. If the SMTA common shares are delisted and deregistered, you may have difficulty trading your SMTA common shares on the secondary market.

If our Board determines to voluntarily delist the SMTA common shares from the NYSE and deregister the SMTA common shares under the Exchange Act, we would no longer be subject to the reporting requirements under the Exchange Act. Nonetheless, we would expect to file voluntarily, to the extent permitted by the SEC, Annual Reports on Form 10-K, but would not expect to prepare or make available audited financial statements. We would also expect to file voluntarily, to the extent permitted by the SEC, Current Reports on Form 8-K to material events relating to our winding-up and liquidation that would be required to be disclosed under on a Current Report on Form 8-K . We would not, however, expect to file Quarterly Reports on Form 10-Q or otherwise disclose quarterly financial information.

Completion of the Sale

SMTA and HPT will complete the Sale when all of the conditions to completion of the sale contained in the Sale Agreement, which are described in the section entitled “—The Sale Agreement—Conditions to Obligations to Complete the Sale” beginning on page 59 of this proxy statement, are satisfied or waived, including the requisite approval of our shareholders for the Sale Proposal.

Appraisal or Dissenters’ Rights

Pursuant to Maryland law and our Amended and Restated Declaration of Trust, you are not entitled to appraisal or dissenters’ rights (or rights of an objecting shareholder) in connection with the Sale.

OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE SALE PROPOSAL.

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