Spirit MTA REIT Announces Results of Special Meeting of Shareholders
September 04 2019 - 4:15PM
Business Wire
- Shareholders Approve $2.4B Sale of Assets to
Hospitality Properties Trust and Plan of Voluntary Liquidation
-
- Company Recovers All Remaining Amounts Due
Under Shopko B-1 Term Loan -
Spirit MTA REIT (NYSE: SMTA) (“SMTA” or the “Company”) announced
today the results from the Company’s Special Meeting of
Shareholders.
Shareholders approved the previously-announced sale of
substantially all of the assets of the Company, and three travel
center properties presently owned by a subsidiary of Spirit Realty
Capital, Inc., to Hospitality Properties Trust (“HPT”) (NASDAQ:
HPT) for $2.4 billion in total cash consideration, subject to
certain adjustments. Shareholders also approved the Company’s
proposed Plan of Voluntary Liquidation and the actions and
transactions contemplated thereby. 76.65% of shares outstanding
were voted at the meeting. Of the Company’s common shares
outstanding on the record date and entitled to vote, 76.35% voted
in favor of the sale and 76.29% of shares voted in favor of the
Plan of Voluntary Liquidation.
SMTA expects to close the sale to HPT on September 20, 2019,
subject to satisfaction of the applicable conditions to the
closing. The Company intends to provide an update on the expected
amount and timing of the cash distributions in due course.
The Company also announced that on August 30, 2019, it recovered
all remaining amounts due under the Shopko B-1 Term Loan.
The Board of Trustees remains focused on its goal to promptly
and efficiently complete the sales of remaining assets of the
Company following the closing of the sale with HPT.
ABOUT SPIRIT MTA REIT
Spirit MTA REIT (NYSE:SMTA) is a net-lease REIT headquartered in
Dallas, Texas. SMTA owns one of the largest, most diversified and
seasoned commercial real estate backed master funding vehicles.
SMTA is managed by a wholly-owned subsidiary of Spirit Realty
Capital, Inc. (NYSE:SRC), one of the largest publicly traded triple
net-lease REITs.
As of June 30, 2019, our diversified portfolio was comprised of
781 Owned Properties and six properties securing mortgage loans
made by the Company. Our Owned Properties, with an aggregate gross
leasable area of approximately 13.8 million square feet, are leased
to approximately 207 tenants across 43 states and 24 industries.
More information about Spirit MTA REIT can be found on the investor
relations page of the Company's website at www.spiritmastertrust.com.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
and other federal securities laws. These forward-looking statements
can be identified by the use of words such as "expect," "plan,"
"will," "estimate," "project," "intend," "believe," "guidance,"
“approximately,” “anticipate,” “may,” “should,” “seek” or the
negative of these words and phrases or similar words or phrases
that are predictions of or indicate future events or trends and
that do not relate to historical matters. You can also identify
forward-looking statements by discussions of strategy, plans or
intentions of management. These forward-looking statements are
subject to known and unknown risks and uncertainties that you
should not rely on as predictions of future events. Forward-looking
statements depend on assumptions, data and/or methods which may be
incorrect or imprecise and we may not be able to realize them. The
following risks and uncertainties, among others, could cause actual
results to differ materially from those currently anticipated due
to a number of factors, which include, but are not limited to:
industry and economic conditions; Spirit MTA REIT’s ability or our
counterparties’ ability to satisfy the conditions to closing,
including obtaining required third party consents, and complete the
proposed transactions; Spirit MTA REIT’s dependence on its external
manager, a subsidiary of Spirit Realty Capital, Inc., to conduct
its business and achieve its investment objectives; unknown
liabilities acquired in connection with acquired properties or
interests in real-estate related entities; general risks affecting
the real estate industry and local real estate markets (including,
without limitation, the market value of Spirit MTA REIT’s
properties, potential illiquidity of Spirit MTA REIT’s remaining
real estate investments, including those not included in the sale
to HPT, and uncertainty related to the timing, amount, interest and
market value of such remaining investments, condemnations and
potential damage from natural disasters); the financial performance
of Spirit MTA REIT’s tenants; the impact of any financial,
accounting, legal or regulatory issues or litigation that may
affect Spirit MTA REIT or its major tenants; volatility and
uncertainty in the financial markets, including potential
fluctuations in the consumer price index; risks associated with its
failure or unwillingness to maintain Spirit MTA REIT’s status as a
REIT under the Internal Revenue Code of 1986, as amended; and other
additional risks discussed in Spirit MTA REIT’s recent reports on
Form 8-K, Form 10-Q and/or Form 10-K and the definitive proxy
statement filed by Spirit MTA REIT with the SEC on August 5, 2019.
Spirit MTA REIT expressly disclaims any responsibility to update or
revise forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
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Investors: Spirit MTA REIT (972) 476-1409
smtainvestorrelations@spiritrealty.com
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