Spirit MTA REIT (SMTA) (“SMTA” or the “Company”) announced today that its Board of Trustees (“Board”) has declared a cash liquidating distribution of $8.00 per common share. Shareholders of record as of October 14, 2019 will receive the distribution on October 23, 2019.
In total, including this initial liquidating distribution and all subsequent distributions, the Company expects shareholders of record will receive aggregate liquidating distributions (from SMTA and/or a liquidating trust or other liquidating entity established in the future) closer to the middle of the previously provided range of $8.50 to $9.35 per common share of the Company, less applicable withholding taxes. This previously provided range was made available in the Company’s Definitive Proxy Statement filed with the SEC on Schedule 14A on August 5, 2019.
As previously disclosed, at some point following payment of this cash liquidating distribution, 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 may transfer all of its remaining assets (including remaining cash) to a liquidating trust, which would assume all of the Company’s remaining obligations and liabilities.
In connection with the establishment of a liquidating trust, the Company’s outstanding shares would be cancelled (and would no longer be transferrable) and each shareholder would 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) would 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 would not be transferable (except by will, intestate succession or operation of law). The amount and 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.
Notwithstanding the estimated range of distributions, the Company cannot predict with any certainty the exact timing, amount or number of any distributions to its shareholders, as uncertainties as to the precise net value of our remaining assets, the final amount of our liabilities, the post-closing purchase price adjustments under the Equity Purchase Agreement with Hospitality Properties Trust, the operating costs and amounts to be set aside for potential claims and obligations and 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 of the Company or the timing of any such distributions.
About Spirit MTA REIT
Spirit MTA REIT (SMTA) is a net-lease REIT headquartered in Dallas, Texas. SMTA is managed by Spirit Realty Capital, L.P, a wholly-owned subsidiary of Spirit (SRC), one of the largest publicly traded triple net-lease REITs.