Spirit MTA REIT Announces Closing of Sale of Assets to Hospitality Properties Trust
September 20 2019 - 4:18PM
Business Wire
- Terminates Previous Asset Management
Agreement and Enters into Interim Asset Management Agreement at
Meaningfully Reduced Annual Fee -
Spirit MTA REIT (NYSE: SMTA) (“SMTA” or the
“Company”) announced today that the Company has completed its
previously announced sale of assets to Hospitality Properties Trust
(“HPT”) (NASDAQ: HPT). The Company also successfully recovered all
amounts owed under the Shopko B-1 Term Loan, and on September 12,
2019, closed on the sale of its PwC property for net proceeds of
$1.9 million.
“We are very pleased to announce the completion of our
transaction with HPT, the key step in our ongoing strategic
process,” stated Ricardo Rodriguez, President and Chief Executive
Officer of SMTA. “We will continue to market our remaining assets
for sale, with the goal to maximize shareholder value promptly and
in the most efficient manner. We look forward to completing the
sale of our Academy asset soon, and thereafter in conjunction with
our board will make distributions and begin our liquidation
process.”
Mr. Rodriguez continued, “We thank the entire team at Spirit
Realty Capital for their tireless effort along with that of our
board of trustees and advisors who provided sage advice, which
contributed to the successful transaction. We thank the team at HPT
for a well-coordinated and collaborative effort. Importantly, we
thank our investors who supported us with their capital along the
way, and who approved this course of action for our company. We
will continue communicating important milestones as they are
reached in this ongoing process.”
In connection with the closing, all of the then-outstanding
notes collateralized by the assets of the Company’s Master Trust
2014 were redeemed in full. In addition, we repurchased the $150
million of the Company’s preferred shares held by a subsidiary of
Spirit Realty Capital, Inc. (“Spirit”). The Company also terminated
and paid the contractual termination fee of approximately $48.2
million under the Company’s existing asset management agreement
with a subsidiary of Spirit. The Company has also called for
redemption of all of the outstanding preferred shares of its
SubREIT subsidiary. After taking into account the redemption of all
preferred shares and termination payments, closing adjustments
relating to the transaction with HPT, transfer and withholding
taxes, and fees and other associated expenses with the sale, the
Company received net proceeds of approximately $241 million from
the HPT transaction.
Going forward, the Company (or the liquidating trust expected to
be established) will receive management services in connection with
its wind down from a subsidiary of Spirit under an interim asset
management agreement. Under this agreement, SMTA will pay a
significantly reduced annual fee of $1 million during an initial
one-year term (increasing to $4 million for any annual renewal
period thereafter), plus certain cost reimbursements. This
agreement will be terminable at any time by SMTA (or the
liquidating trust) and after the initial one year by Spirit, in
each case without payment of a termination fee.
The Company anticipates that in early October the Board of
Trustees will declare a cash distribution for payment in late
October to shareholders of the Company. At some point thereafter,
as determined by the Board of Trustees, in accordance with the Plan
of Voluntary Liquidation previously approved by the Board of
Trustees and shareholders, the Company will terminate its existence
and transfer all of its remaining assets (including remaining cash)
to a liquidating trust, which will assume all of the Company’s
remaining obligations and liabilities.
In connection with the establishment of a liquidating trust, the
Company’s outstanding shares will be cancelled (and will no longer
be transferrable) and each shareholder will receive one share of a
common beneficial interest in the liquidating trust for each share
of the Company that shareholder owned immediately prior to the
Company’s termination. Remaining net proceeds received from the
sale of the Company’s assets (after paying costs and expenses and
satisfying remaining liabilities and obligations) will be
distributed by the liquidating trust to the holders of shares of
common beneficial interests in the liquidating trust. The shares of
common beneficial interest in the liquidating trust shall not be
transferable (except by will, intestate succession or operation of
law). The amount and timing of the expected cash distribution and
the timing of the termination of the Company’s existence is subject
to approval by the Board of Trustees in its sole discretion. The
Company intends to provide shareholders with further information
regarding the foregoing, including the expected date of the
Company’s termination, in due course.
ABOUT SPIRIT MTA REIT
Spirit MTA REIT (NYSE:SMTA) is a net-lease REIT headquartered in
Dallas, Texas. 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.
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 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 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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