-Files Preliminary Proxy Statement in
Connection with Proposed Sale of Assets for $2.4 Billion-
-Announces Amounts Recovered from Shopko for
Term Loan and Expected Proceeds From Sale of Academy Sports
Distribution Center-
-Date and Time of Special Meeting of
Shareholders to be Included in Final Proxy Statement-
Spirit MTA REIT (NYSE: SMTA) (“SMTA” or the
“Company”) announced today that the Company has filed a preliminary
proxy statement with the U.S. Securities and Exchange Commission
(the “SEC”) related to its agreement to sell its Owned Properties
held in the Company’s Master Trust 2014 (the “Trust”) and three
assets presently owned by Spirit Realty Capital, Inc. to
Hospitality Properties Trust (“HPT”) (NASDAQ: HPT) for $2.4 billion
in total cash consideration, subject to certain adjustments, as
previously announced on June 3, 2019 (the “Sale”). The closing of
the transaction is subject to customary conditions, including the
receipt of the approval of SMTA shareholders.
“We continue to execute on our accelerated strategic plan to
maximize shareholder value, as we work to complete our transaction
with HPT and generate incremental proceeds from the sale of
additional assets owned outside the Master Trust and the recovery
of amounts owed to us under the Shopko Term Loan with the ultimate
goal of winding down our operations in an efficient and expeditious
manner,” stated Ricardo Rodriguez, President and Chief Executive
Officer of SMTA.
The preliminary proxy statement is now available on the Investor
Relations section of SMTA’s website, as well as www.sec.gov. After
receiving clearance from the SEC, the Company will file a
definitive proxy statement, which will be sent to all SMTA
shareholders. The definitive proxy statement will contain the date
and time for the Special Meeting of Shareholders to vote on the
Sale, as well as a Plan of Voluntary Liquidation.
SMTA also announced that, through July 12, 2019, the Company has
recovered approximately $24 million on the Shopko B-1 Term Loan
(the “Term Loan”). While there can be no assurances that the
Company will recover all remaining amounts due under the Term Loan,
the Company intends to continue to pursue all of its rights and
remedies in connection with Shopko’s bankruptcy proceedings.
After a comprehensive marketing effort undertaken since January
2019, the Company also entered into a purchase agreement for the
sale of its distribution center, owned by a subsidiary of the
Company, Spirit AS Katy TX, LP, and leased to Academy Sports +
Outdoors, for a gross purchase price of $94.0 million. The net
proceeds to be received by SMTA from the sale, after accounting for
transaction and loan assignment and assumption expenses, is
approximately $10.0 million. In addition to the satisfaction of
ordinary course real estate transaction conditions, the closing of
the sale is contingent upon obtaining lender’s approval for buyer’s
assumption of the outstanding CMBS debt encumbering the property,
and release of SMTA and its subsidiary from all further obligations
under the loan.
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 March 31, 2019, our diversified portfolio was comprised of
796 properties, including properties securing mortgage loans made
by the Company. Our Owned Properties, with an aggregate gross
leasable area of approximately 13.9 million square feet, are leased
to approximately 203 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.
Additional Information about the Proposed Transaction and
Where to Find It
This communication relates to the proposed sale of assets to
Hospitality Properties Trust by Spirit MTA REIT and a proposed plan
of voluntary liquidation of Spirit MTA REIT may be deemed to be
solicitation material in respect thereof. On July 15, 2019, in
connection with the proposed transaction and proposed plan of
voluntary liquidation, Spirit MTA REIT has filed a preliminary
proxy statement and will file a definitive proxy statement with the
Securities and Exchange Commission (the “SEC”), as well as other
relevant materials. This communication is not a substitute for the
preliminary or definitive proxy statement or for any other document
that Spirit MTA REIT has filed or may file with the SEC or send to
Spirit MTA REIT’s shareholders in connection with the proposed
transaction and proposed plan of voluntary liquidation. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF
SPIRIT MTA REIT ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE PLAN OF
VOLUNTARY LIQUIDATION AND RELATED MATTERS. Investors and security
holders will be able to obtain free copies of the preliminary and
definitive proxy statements and other documents filed by Spirit MTA
REIT with the SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed by Spirit MTA
REIT with the SEC will also be available free of charge on the
investor relations page of Spirit MTA REIT’s website at
www.spiritmastertrust.com. Spirit MTA
REIT and its trustees and its executive officer may be considered
participants in the solicitation of proxies from Spirit MTA REIT’s
shareholders with respect to the proposed transaction and proposed
plan of voluntary liquidation under the rules of the SEC.
Information about the trustees and the executive officer of Spirit
MTA REIT is set forth in the preliminary proxy statement filed with
the SEC on July 15, 2019..
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, 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 SMTA 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 its Annual Report
on Form 10-K for the fiscal year ended December 31, 2018 and the
preliminary proxy statement filed by Spirit MTA REIT with the SEC
on July 15, 2019. SMTA 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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version on businesswire.com: https://www.businesswire.com/news/home/20190716005297/en/
Spirit MTA REIT (972) 476-1409
smtainvestorrelations@spiritrealty.com
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