SMTA Liquidating Trust (SMTA)

[Enterprising Investor]

Spirit MTA REIT Announces Milestones in Its Strategic Plan (7/16/19)

-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

DALLAS--(BUSINESS WIRE)--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.

https://www.businesswire.com/news/home/20190716005297/en/Spirit-MTA-REIT-Announces-Milestones-Strategic-Plan