Spirit MTA REIT Announces Date for Transfer of Remaining Assets to a Liquidating Trust
December 11 2019 - 7:51AM
Business Wire
- December 31, 2019 is expected to be the last
day upon which the Company Shares will trade on the NYSE -
- Company Shares to be Cancelled and
Shareholders to Receive a Pro-Rata Distribution of Units in the
Liquidating Trust -
Spirit MTA REIT (NYSE: SMTA) (“SMTA” or the “Company”) announced
today that, in accordance with the Company’s previously approved
Plan of Voluntary Liquidation, its Board of Trustees (“Board”) has
determined that the remaining assets of the Company will be
transferred (subject to the Company’s remaining liabilities) to a
Liquidating Trust on January 1, 2020. In connection with the
transfer of its assets to the Liquidating Trust, the Company will
be terminated and dissolved. Accordingly, December 31, 2019 is
expected to be the last day upon which the Company’s shares will
trade on the NYSE.
As of 12:01 Eastern Time on January 1, 2020, all outstanding
shares of the Company will be cancelled and all shareholders of the
Company at that time will automatically receive a distribution of
one Liquidating Trust unit for each common share held by the
shareholder. After being distributed to the Company’s shareholders,
the Liquidating Trust units will not be transferable or assignable,
except by will, intestate succession or operation of law. The
Liquidating Trust units will not be certificated and will not be
listed on any exchange or quoted on any quotation system or
otherwise tradeable in any public or private transactions.
The Liquidating Trust will seek to sell the Company’s remaining
assets as soon as practical. However, there can be no assurance as
to the likelihood, timing or pricing of any sale or sales of these
remaining assets.
For a discussion of the tax consequences of the transfer of the
Company’s assets to the Liquidating Trust and the distribution of
the Liquidating Trust Units to the shareholders, please see
“Material United Stated Federal Income Tax Consequences - Tax
Consequences of the Liquidating Trust” beginning on page 77 of the
definitive proxy statement filed by the Company with the Securities
and Exchange Commission on August 5, 2019 in connection with the
Liquidation Plan.
Shareholders are urged to consult their own investment and tax
advisors to determine the particular consequences of the transfer
of the Company’s assets to the Liquidating Trust and the
distribution of the Liquidating Trust units, including the
applicability and effect of any U.S. federal, state and local and
foreign tax laws.
Unrelated to the Board’s determination to transfer the Company’s
assets to the Liquidating Trust , on December 10, 2019, the Company
received a notice from the NYSE that the Company was considered to
be below the NYSE’s compliance standards because the average
closing price of the Company’s shares fell below $1.00 over a
consecutive 30 trading-day period. The Company has provided the
NYSE with the notification required under the NYSE’s continued
listing rules to allow the Company’s shares to continue to be
listed on the NYSE through December 31, 2019.
About Spirit MTA REIT
Spirit MTA REIT (NYSE: 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 (NYSE: SRC), one of the largest
publicly traded triple net-lease REITs.
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version on businesswire.com: https://www.businesswire.com/news/home/20191211005470/en/
Investor: Spirit MTA REIT (972) 476-1409
smtainvestorrelations@spiritrealty.com
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