Spirit MTA REIT (SMTA) ニュース

IBKR reported average cost at $0.27 per share.

SMTA Liquidating Trust Provides Update (6/14/22)

DALLAS--(BUSINESS WIRE)--SMTA LIQUIDATING TRUST (the “Trust”) (a successor to Spirit MTA REIT (“SMTA”)) is today providing an update on its asset sale process and the distributions expected to be made by the Trust.

The Trust has completed the sale of the last three remaining properties that were transferred to it by SMTA in connection with the Trust’s formation for approximately $18.6 million in gross proceeds. These proceeds are approximately $3.6 million over the carrying value of the properties as reported in the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed March 2021.

The trustees of the Trust are pleased to announce that the Trust will make a liquidating distribution of $0.52 per unit of beneficial interest of the Trust. The distribution will be made on or about June 30, 2022.

The Trust made an interim distribution of $0.50 per unit of beneficial interest in November 2020. With the current distribution, this brings the cumulative distributions from SMTA Liquidating Trust to $1.02.

About SMTA Liquidating Trust

SMTA Liquidating Trust is a Maryland common law trust. On January 1, 2020, Spirit MTA REIT, a Maryland corporation transferred all its assets (subject to all of its liabilities) to SMTA Liquidating Trust for the benefit of the shareholders of Spirit MTA REIT pursuant to a Plan of Voluntary Liquidation. The purpose of SMTA Liquidating Trust is to liquidate its assets and distribute the net proceeds to the holders of its units.

https://www.businesswire.com/news/home/20220614005667/en/SMTA-Liquidating-Trust-Provides-Update

SMTA Liquidating Trust Provides Update

October 23, 2020 -- SMTA LIQUIDATING TRUST (the “Trust”) (a successor to Spirit MTA REIT (“SMTA”)) is today providing an update on its asset sale process and the distributions expected to be made by the Trust.

Since January 1, 2020, the Trust has completed the sale of eight of the 11 properties that were transferred to it by SMTA in connection with the Trust’s formation for approximately $21 million in gross proceeds. The Trust recently completed lease modifications with respect to the three remaining properties (located in The Woodlands, TX; East Humble, TX; and Henderson, NV). The Trust intends to actively market these three remaining properties with the objective of completing the monetization of its property portfolio as soon as practical.

The Trustees are pleased to announce that the Trust will make an interim liquidating distribution of $0.50 per unit of beneficial interest of the Trust. The distribution will be made no later than November 13, 2020.

As previously disclosed, the Trust’s management agreement with a wholly-owned subsidiary of Spirit Realty Capital (NYSE: SRC) has been terminated. Walker, Truesdell, Roth & Associates, Inc. (“WTR”), which served as a co-manager of the Trust since mid-April, has served as the Trust’s sole manager since September 4, 2020.

Sharon Roth of WTR stated, "On behalf of the Trustees, I wish to sincerely thank the team at Spirit Realty for all of their efforts to assist in finalizing the affairs of SMTA Liquidating Trust. We have made excellent progress in selling assets in line with the Trust’s previously estimated valuations. We anticipate completing our liquidation process and making a final liquidating distribution as soon as practical after our remaining properties are sold."

About SMTA Liquidating Trust

SMTA Liquidating Trust is a Maryland common law trust. On January 1, 2020, Spirit MTA REIT, a Maryland corporation transferred all its assets (subject to all of its liabilities) to SMTA Liquidating Trust for the benefit of the shareholders of Spirit MTA REIT pursuant to a Plan of Voluntary Liquidation. The purpose of SMTA Liquidating Trust is to liquidate its assets and distribute the net proceeds to the holders of its Liquidating Trust units.

Investor Contact:
SMTA Liquidating Trust
(646) 677-1823
investorrelations@smtaliquidatingtrust.com

https://www.sec.gov/Archives/edgar/data/1722992/000089534520001042/nb8k_smtaliquidationex991.htm

Spirit MTA REIT Announces Date for Transfer of Remaining Assets to a Liquidating Trust (12/11/19)

- 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.

https://www.businesswire.com/news/home/20191211005470/en/

Could be a hell of a bounce.

Will prob bounce short term they still have money to divy supposedly plus going to offer any remaining capitol to existing shareholders when the cease trading occurs wich will be in an 8k as per there last 8k

Why is buying still occurring for this REIT? Why the accumulation?
1.6 million shares traded as of 10:48am eastern.

Did you recieve divy nothing on my end yet

Spirit MTA REIT Announces Initial Liquidating Distribution (10/04/19)

DALLAS--(BUSINESS WIRE)--Spirit MTA REIT (NYSE: 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 (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.

https://www.businesswire.com/news/home/20191004005493/en/Spirit-MTA-REIT-Announces-Initial-Liquidating-Distribution

Spirit MTA REIT Closes on Sale of Academy Sports Distribution Center (9/30/19)

Jackson Hsieh Steps Down from the Board of Trustees

DALLAS--(BUSINESS WIRE)--Spirit MTA REIT (NYSE: SMTA) (“SMTA” or the “Company”) announced today that on September 27, 2019, the Company closed on its previously-announced sale of a distribution center located in Katy, Texas leased to Academy Sports + Outdoors. In connection with the closing, the buyer assumed the outstanding CMBS debt; after closing costs, and the receipt of October rent, the Company received net proceeds of approximately $6.9 million.

“We are very pleased to announce the closing of the sale of the Academy Sports property, which provided approximately seven million of net proceeds to SMTA, after the transfer of $84 million of debt,” stated Ricardo Rodriguez, President and Chief Executive Officer of SMTA. “We will continue to market our remaining assets for sale, and thereafter in conjunction with our board will make distributions and begin our liquidation process. We will continue to communicate important milestones as they are reached in this ongoing process.”

Additionally, the Company announced that Jackson Hsieh has stepped down from the Board of Trustees, effective September 27, 2019.

“Since the completion of the spin-off of SMTA, I am pleased with the manner in which the Board of Trustees of SMTA, and Spirit Realty as Asset Manager, worked together to generate a good result for shareholders,” stated Jackson Hsieh, Chief Executive Officer of Spirit Realty Capital. “The completion of the sales of the Master Trust A and the Academy Sports facility were the remaining complex transactions, and now that they are completed, I determined that this was the best time for me to step off the board and focus my efforts on Spirit Realty.”

Steven G. Panagos, Chairperson of the Nominating and Corporate Governance Committee stated, “We thank Jackson for his focused and tireless effort as our Chairman since the inception of Spirit MTA. The Board and executive team will continue its efforts to sell the remaining assets, and return capital to shareholders.”

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.

https://www.businesswire.com/news/home/20190930005253/en/Spirit-MTA-REIT-Closes-Sale-Academy-Sports

Spirit MTA REIT Announces Closing of Sale of Assets to Hospitality Properties Trust (9/20/19)

- Terminates Previous Asset Management Agreement and Enters into Interim Asset Management Agreement at Meaningfully Reduced Annual Fee

DALLAS--(BUSINESS WIRE)--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.

https://www.businesswire.com/news/home/20190920005503/en/Spirit-MTA-REIT-Announces-Closing-Sale-Assets

Hospitality Properties Trust already has financing in place.

HPT issued $825,000,000 principal amount of 4.350% Senior Notes due 2024, $450,000,000 aggregate principal amount of 4.750% Senior Notes due 2026, and $425,000,000 aggregate principal amount of 4.950% Senior Notes due 2029.

Closing is slated for 9/20/19.

Spirit MTA REIT Announces Results of Special Meeting of Shareholders (9/04/19)

- Shareholders Approve $2.4B Sale of Assets to Hospitality Properties Trust and Plan of Voluntary Liquidation

- Company Recovers All Remaining Amounts Due Under Shopko B-1 Term Loan

DALLAS--(BUSINESS WIRE)-- Spirit MTA REIT (NYSE: SMTA) (“SMTA” or the “Company”) announced today the results from the Company’s Special Meeting of Shareholders.

Shareholders approved the previously-announced sale of substantially all of the assets of the Company, and three travel center properties presently owned by a subsidiary of Spirit Realty Capital, Inc., to Hospitality Properties Trust (“HPT”) (NASDAQ: HPT) for $2.4 billion in total cash consideration, subject to certain adjustments. Shareholders also approved the Company’s proposed Plan of Voluntary Liquidation and the actions and transactions contemplated thereby. 76.65% of shares outstanding were voted at the meeting. Of the Company’s common shares outstanding on the record date and entitled to vote, 76.35% voted in favor of the sale and 76.29% of shares voted in favor of the Plan of Voluntary Liquidation.

SMTA expects to close the sale to HPT on September 20, 2019, subject to satisfaction of the applicable conditions to the closing. The Company intends to provide an update on the expected amount and timing of the cash distributions in due course.

The Company also announced that on August 30, 2019, it recovered all remaining amounts due under the Shopko B-1 Term Loan.

The Board of Trustees remains focused on its goal to promptly and efficiently complete the sales of remaining assets of the Company following the closing of the sale with HPT.

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 June 30, 2019, our diversified portfolio was comprised of 781 Owned Properties and six properties securing mortgage loans made by the Company. Our Owned Properties, with an aggregate gross leasable area of approximately 13.8 million square feet, are leased to approximately 207 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/20190904005844/en/Spirit-MTA-REIT-Announces-Results-Special-Meeting

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

SPIRIT MTA REIT (SMTA) (6/03/19)
Last Trade [tick] 8.4200[+]
Volume 2,823,817
Net Change 1.3900
Net Change % 19.77%
Day High 8.4900
Day Low 7.8100
52 Week High 11.6100 on 10/01/2018
52 Week Low 6.3600 on 03/28/2019

Open 8.2500

Spirit Realty Capital, Inc. Comments on Recent Announcement by Spirit MTA REIT (6/03/19)

DALLAS--(BUSINESS WIRE)--Spirit Realty Capital, Inc. (NYSE:SRC) (“Spirit”), a net-lease real estate investment trust (REIT) that invests in single-tenant, operationally essential real estate, today commented on the announcement by Spirit MTA REIT (NYSE: SMTA) (“SMTA”), externally managed by Spirit, that SMTA’s Board of Trustees has reached a definitive agreement to sell the assets held in Master Trust 2014. The closing of the sale is subject to customary conditions, including the receipt of SMTA shareholder approval, and is expected to occur in the later part or end of the third quarter of 2019.

“As I reiterated in my recent annual letter to Spirit stockholders, the resolution of SMTA’s accelerated strategic process is one of the most important 2019 initiatives for SRC. At conclusion of the announced $2.4 billion sale by SMTA, Spirit will be a simplified, pure-play, triple-net REIT. As the external manager of SMTA, we remain focused on helping SMTA’s Board of Trustees finalize the liquidation of the remaining SMTA assets. I want to thank SMTA’s independent Board of Trustees, the entire Spirit team and the Spirit Board of Directors for their hard work and attention over the past two years,” stated Jackson Hsieh, President and Chief Executive Officer of Spirit.

In conjunction with the completion of the proposed transaction, Spirit has agreed to:

Terminate the existing asset management agreement with SMTA (and as a result of this termination, SMTA will not be required to deliver notice 180 days in advance of termination or enter into an eight month transition services period); the property management agreement for Master Trust 2014 will terminate in connection with the redemption of the Master Trust 2014 notes

Sell the fee interest in three Spirit owned Pilot Travel Centers for $55.0 million in gross proceeds at a 5.7% cash capitalization rate, subject to satisfaction of certain conditions

Waive Spirit’s rights to receive any potential promote fee

Enter into an interim asset management agreement with SMTA whereby Spirit will receive $1 million during the initial one-year term and $4 million for any renewal one-year term, plus certain cost reimbursements, to manage and liquidate the remaining SMTA assets; such agreement is terminable at any time by SMTA and by Spirit after the initial one year term, in each case without a termination fee

Assuming a closing at the end of the third quarter of 2019, Spirit expects to receive:

Termination fee of approximately $48 million ($35 million net of estimated tax)

$150 million for the repurchase of Spirit’s preferred equity investment in SMTA
Approximately $28 million in net proceeds from the sale of the Pilot Travel Centers (net of approximately $27 million in related party note repayments)1

Approximately $34 million for the redemption of Master Trust 2014 notes held by Spirit1

Additional information about the transaction referenced can be found in the announcement released by SMTA at http://investors.spiritmastertrust.com/press-releases.

ABOUT SPIRIT REALTY

Spirit Realty Capital, Inc. (NYSE: SRC) is a net-lease REIT that primarily invests in single-tenant, operationally essential real estate assets, subject to long-term, net leases.

As of March 31, 2019, Spirit’s diversified portfolio was comprised of 1,528 properties, including properties securing mortgage loans made by Spirit. Spirit’s properties, with an aggregate gross leasable area of approximately 28.6 million square feet, are leased to approximately 256 tenants across 49 states and 32 industries.

https://www.businesswire.com/news/home/20190603005379/en/Spirit-Realty-Capital-Comments-Announcement-Spirit-MTA

Declared special cash dividend of $0.33 per common share payable July 15, 2019.

Spirit MTA REIT Reaches Agreement for Sale of Assets for $2.4 Billion (6/03/19)

- $2.345 Billion for the Sale of All of the Master Trust 2014 Owned Properties and $55 Million for the Concurrent Sale of Assets Currently Owned by Spirit Realty Capital

- At Closing, Expects to Terminate External Management Agreement and Enter Into Interim Agreement with Spirit Realty Capital for Substantially Lower Rate

Spirit MTA REIT (NYSE: SMTA) (“SMTA” or the “Company”) announced today that the Board of Trustees has reached a definitive agreement to sell the 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. These three assets include the fee simple interests in three travel centers that previously had been subject to mortgage loans held by the Trust. The closing of the transaction is subject to customary conditions, including the receipt of the approval of SMTA stockholders, and is expected to occur in the later part or end of the third quarter of 2019. This transaction has been approved by the Board of Trustees of HPT and does not require HPT’s shareholders’ vote. HPT plans to finance this transaction through a new fully committed $2.0 billion term loan facility, availability on HPT’s existing revolving credit facility, certain asset sales and potential issuance of unsecured notes.

“As the external manager, Spirit has worked to maximize the value to shareholders by prudently managing the Company’s assets, protecting the Company from problem tenants and assisting in their accelerated strategic alternatives process. Today’s announcement represents the most critical step in the full wind-down of SMTA and looking ahead, Spirit will continue to partner with SMTA’s Board of Trustees to liquidate the few remaining assets and seek maximum recovery on the Shopko B-1 Term Loan,” said Jackson Hsieh, Chairman of SMTA and President and Chief Executive Officer of Spirit Realty Capital, Inc.

“Consistent with our announcement earlier this year that SMTA would accelerate its strategic plan, our Board has diligently explored multiple scenarios in our effort to maximize shareholder value. In assessing these scenarios, we took into account the pricing, timing, and certainty of various transactions. Ultimately, we concluded that a sale of the Trust to Hospitality Properties Trust represented the best possible outcome for our shareholders. We will continue our work to close the transaction in the coming months and realize cash value for the remainder of SMTA’s assets in order to provide special distributions to our shareholders,” stated Richard J. Stockton, Lead Independent Trustee of SMTA.

The transaction is structured such that HPT will pay $2.4 billion in cash, subject to certain adjustments, to SMTA, which SMTA will use to redeem all of the then-outstanding notes collateralized by the assets of the Trust (the “Trust Notes”) in connection with the closing. As of March 31, 2019, the balance of the Trust Notes was approximately $1.93 billion. Under the terms of the transaction, HPT will also pay to SMTA the make-whole amounts payable in connection with the redemption of the Trust Notes. The make-whole amount is currently estimated at $72 million, assuming a closing during the third quarter, but it is subject to change primarily based on the applicable U.S. Treasury rates at the time of redemption.

Additionally, at the request of HPT, a subsidiary of SMTA has agreed to acquire from a subsidiary of Spirit Realty Capital, Inc. (NYSE: SRC) (“Spirit”), SMTA’s external manager, the fee interests in three travel center properties for $55 million, subject to satisfaction of certain conditions. As part of this transaction, Spirit has agreed to repay SMTA the outstanding principal amount of six mortgage notes (the “Mortgage Loans in Master Trust 2014”) issued by Spirit’s subsidiaries and which are currently held in the Trust. As of March 31, 2019, the aggregate balance of the Mortgage Loans in Master Trust 2014 was approximately $27.1 million. The ownership of the three travel center properties will be transferred to HPT as part of the transaction, subject to satisfaction of certain conditions.

Net proceeds to SMTA from this transaction are expected to be approximately $450 million after taking into consideration (i) redemption of the Trust Notes, (ii) purchasing the three travel center properties from SRC, (iii) proceeds from the repayment of the Mortgage Loans in Master Trust 2014, (iv) cash released by the Trust upon redemption of the Trust Notes and (v) certain adjustments for working capital, interim Trust cash flows between signing and closing, and transaction costs.

Additionally, at closing, SMTA will repurchase from Spirit, at par value including accrued dividends, its $150 million preferred shares in the Company (SMTA Preferred Stock) in accordance with the terms of those shares, and approximately $5.6 million plus any accrued and unpaid dividends will be paid to satisfy the SubREIT preferred shares in accordance with their terms. Also at closing, the existing asset management agreement with Spirit (the “Asset Management Agreement”) and the Trust property management agreement will terminate. Under the existing terms of the Asset Management Agreement, SMTA will pay Spirit a termination fee of approximately $48 million in connection with such termination, however (i) as a result of Spirit’s termination, SMTA will not be required to deliver notice to Spirit 180 days in advance of termination or enter into an eight month transition services period, and (ii) Spirit has agreed to waive Spirit’s right to receive any promote as otherwise provided for under the Asset Management Agreement. Spirit and SMTA will then enter into an interim asset management agreement under which SMTA will pay Spirit a significantly reduced annual fee of $1 million during the initial one-year term, and $4 million for any renewal one-year term, plus certain cost reimbursements. This interim agreement will be terminable at any time by SMTA and after one year by Spirit without payment of a termination fee.

“This strategic transaction is the culmination of several months of continued effort to maximize the value of our assets with our stated goal of returning capital to SMTA’s shareholders and materially resolving the advisory relationship with Spirit. Under the terms of a further interim agreement with Spirit, at a significantly reduced cost, the balance of the Company will be liquidated in due course and, accordingly, we expect the shares to be delisted. We will provide more specifics regarding this transaction in our proxy statement,” added Ricardo Rodriguez, President and Chief Executive Officer of SMTA.

The Company remains focused on its efforts to generate additional cash proceeds through the sale of its remaining assets in the Other Properties segment, and to seek recovery of the amounts owed by Shopko under the Shopko B-1 Term Loan.

This transaction is a first step towards winding down and liquidation of the Company. As such, the Company intends to return net proceeds from this transaction and other asset sales when appropriate, after taking into account the payments in respect of the preferred equity stakes, intervening preferred dividend payments, the declared common dividend payment, the termination fee to Spirit, satisfaction of outstanding contingent liabilities and transaction costs associated with the sales.
Further relevant details on the transaction will be disclosed in the proxy statement for the transaction.

Barclays acted as financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP served as legal advisor to SMTA. ICR, LLC acted as communications advisor to SMTA.

[Tables deleted]

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 (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.
smtainvestorrelations@spiritrealty.com

Additional Information about the Proposed Transaction and Where to Find It

This communication relates to the proposed sale of assets by Spirit MTA REIT and may be deemed to be solicitation material in respect of the proposed transaction. In connection with the proposed transaction, Spirit MTA REIT will file a proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”), as well as other relevant materials. This communication is not a substitute for the 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. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF SPIRIT MTA REIT ARE URGED TO READ THE 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 AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Proxy Statement 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 the Company 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 under the rules of the SEC. Information about the trustees and the executive officer of Spirit MTA REIT is set forth in its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on March 22, 2019, its proxy statement for its 2019 annual meeting of shareholders, which was filed with the SEC on March 22, 2019, and in subsequent documents filed with the SEC. Additional information regarding persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Proxy Statement and other relevant materials to be filed with the SEC when they become available.

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; SMTA's ability to satisfy the conditions to closing and complete the proposed transaction; SMTA’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 SMTA’s properties, potential illiquidity of SMTA’s remaining real estate investments, condemnations, and potential damage from natural disasters); the financial performance of SMTA’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 SMTA’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. 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.

REPORTING DEFINITIONS AND EXPLANATIONS

Annualized Cash Rent represents Annualized Contractual Rent, less any rent reserved for.

Annualized Contractual Rent represents the monthly Contractual Rent multiplied by twelve.

Contractual Rent represents monthly contractual cash rent, excluding percentage rents, from properties owned fee-simple or ground leased, recognized during the final month of the reporting period, adjusted to exclude amounts received from properties sold during that period and adjusted to include a full month of contractual rent for properties acquired during that period. We use Contractual Rent when calculating certain metrics that are useful to evaluate portfolio credit, asset type, industry and geographic diversity and to manage risk.

Gross Investment represents the gross acquisition cost including the contracted purchase price and related capitalized transaction costs.
Master Trust 2014 is an asset-backed securitization trust established in 2005, and amended and restated in 2014, which issues non-recourse notes collateralized by commercial real estate, net-leases and mortgage loans from time to time. Indirect special purpose entity subsidiaries of the Company are the borrowers. This liability is discussed in greater detail in our financial statements and the notes thereto included in our periodic reports filed with the SEC.

Other Properties are all properties not included in the Master Trust 2014.

Owned Properties refers to properties owned fee-simple or ground leased by Company subsidiaries as lessee.

Real Estate Investment represents the Gross Investment plus improvements less impairment charges.

SMTA Preferred Stock refers to the 10% Series A Cumulative Redeemable Preferred Stock.

Workout Assets include tenants or properties that are targeted for potential future dispositions or other lease restructurings.

https://www.businesswire.com/news/home/20190603005308/en/Spirit-MTA-REIT-Reaches-Agreement-Sale-Assets

Spirit MTA REIT Accelerates Strategic Plan (1/16/19)

Board of Trustees to Explore Strategic Alternatives to Maximize Shareholder Value

Spirit MTA Comments on Bankruptcy of Specialty Retail Shops Holding Corp. et al. (“Shopko Stores”)

DALLAS--(BUSINESS WIRE)--Spirit MTA REIT (NYSE: SMTA) (“SMTA” or the “Company”) announced today that the Board of Trustees has elected to accelerate the Company’s previously announced strategic plan and has engaged advisors to explore strategic alternatives focused on maximizing shareholder value. Strategic alternatives to be considered may include a sale of the Company or the Master Trust 2014, a merger or other potential alternatives.

As of September 30, 2018, SMTA’s portfolio of assets consisted of 784 properties held through the Master Trust 2014, including 5 assets leased to ShopKo Stores. In addition, SMTA had 100 properties held outside the Master Trust 2014, 85 of which were leased to ShopKo Stores and which are encumbered by the previously announced non-recourse mortgage loan. As of January 14, 2019, the Company had approximately $102 million of unrestricted cash and $16 million of restricted cash, providing the Company with sufficient liquidity as it considers strategic alternatives. In addition, the Company maintains a variable funding note in the Master Trust 2014 that is currently undrawn with a maximum capacity of $50 million (subject to collateral value availability) and with current available capacity in excess of $40 million. Ricardo Rodriguez, SMTA’s Chief Executive Officer, Chief Financial Officer and Treasurer stated, “Taking into account our recently announced dividends, we have returned a total of $1.66 per share to our shareholders since our inception less than eight months ago. Through the acceleration of our strategic plan, we will explore all available options to maximize shareholder value. Our Board of Trustees also intends to continue paying dividends equal to 100% of CAD.”

There can be no assurance that the exploration of strategic alternatives will result in any transaction or other alternative. The Company has not set a timetable for completion of the process, and it does not intend to comment further regarding the process unless a specific transaction or other alternative is approved by the Board of Trustees, the process is concluded or it is otherwise determined that further disclosure is appropriate or required by law.

SMTA has continued to monitor its ShopKo Stores related assets, including in connection with the filing by ShopKo Stores and its affiliates of petitions for relief under Chapter 11 of the Bankruptcy Code on January 16, 2019. As previously announced, last year SMTA completed a $165 million non-recourse mortgage loan with a third party lender secured by SMTA’s ShopKo Stores assets held outside of the Master Trust 2014, of which $141.9 million was received by SMTA net of expenses and reserves. SMTA and its advisors are working with the lender under the non-recourse mortgage loan, including potentially to satisfy the loan by relinquishing to the lender the ShopKo Stores securing the loan. As of September 30, 2018, SMTA received $43.2 million in annualized contractual rent from ShopKo Stores, which represented 18.3% of SMTA’s total annualized contractual rent at the time. As a consequence of the filing by ShopKo Stores, SMTA does not expect to receive any additional cash flow going forward from any of the assets leased to ShopKo Stores, nor bear further meaningful expenses related to those assets.

SMTA also holds a secured loan previously made to ShopKo Stores in the amount of approximately $34.4 million. This secured loan has been accelerated due to the filing by ShopKo Stores. While the outcome of the ShopKo Stores Chapter 11 cases are uncertain and there can be no assurances that there will be a recovery in whole or in part with respect to the $34.4 million loan, SMTA intends to exercise and pursue all of its rights and remedies.

For more information, please refer to the risk factors related to ShopKo Stores in the Company’s recent filings with the Securities and Exchange Commission.

Recorded statements from SMTA’s Chief Executive Officer, Chief Financial Officer and Treasurer Ricardo Rodriguez have been posted to the Company’s website. This recording can also be accessed via phone by dialing (844) 512-2921 (Domestic) / (412) 317-6671 (International) and using access code 1132853.

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. Our strategy relies on the disposition of non-core properties, disciplined acquisitions, and proactive portfolio management. 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.
As of September 30, 2018, our diversified portfolio was comprised of 884 properties, including properties securing mortgage loans made by the Company. Our properties, with an aggregate gross leasable area of approximately 20.0 million square feet, are leased to approximately 205 tenants across 45 states and 23 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/20190116005486/en/Spirit-MTA-REIT-Accelerates-Strategic-Plan

Spirit MTA REIT Announces Quarterly Cash Dividend and Special Dividend for Common Stock and Authorization of $50 Million Stock Repurchase Program (12/05/18)

DALLAS--(BUSINESS WIRE)--Spirit MTA REIT (NYSE:SMTA) (“SMTA” or the “Company”) announced today that its Board of Trustees (“Board”) has declared a quarterly cash dividend of $0.33 per common share for the fourth quarter of 2018. In addition, the Board declared a special cash dividend of $1.00 per common share. Both dividends will be paid on January 15, 2019, to stockholders of record as of December 31, 2018. Pro forma for these dividend payments, SMTA’s liquidity position remains strong with approximately $105 million of unrestricted cash, approximately $13 million in the Master Trust 2014 Release Account and over $30 million of availability under the Master Trust 2014 variable funding note facility.

The Board has also authorized a stock repurchase program, under which the Company may repurchase up to $50.0 million of its outstanding common stock.

“Given the recent execution of the $165 million non-recourse loan which served to de-risk our Shopko portfolio, and consistent with our stated strategy to return capital to shareholders, our Board has elected to declare a special dividend in addition to a quarterly dividend. The Board has chosen to further demonstrate its commitment to shareholder value creation by authorizing a repurchase program,” stated SMTA Chief Executive Officer, Chief Financial Officer and Treasurer Ricardo Rodriguez.

Repurchases under the stock repurchase program may be made in open market transactions from time to time, in privately negotiated transactions or otherwise, in accordance with applicable securities laws and other restrictions, with the amount and timing of repurchases depending on management's ongoing assessment of the capital needs of the business, prevailing market prices, general economic and market conditions and other considerations. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under the stock repurchase program.

The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, or any at all, and may be extended, modified, suspended or discontinued at any time at the Company's discretion.

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. Our strategy relies on the disposition of non-core properties, disciplined acquisitions, and proactive portfolio management. 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.
As of September 30, 2018, our diversified portfolio was comprised of 884 properties, including properties securing mortgage loans made by the Company. Our properties, with an aggregate gross leasable area of approximately 20.0 million square feet, are leased to approximately 205 tenants across 45 states and 23 industries.

https://www.businesswire.com/news/home/20181205005862/en/Spirit-MTA-REIT-Announces-Quarterly-Cash-Dividend

Spirit Realty Capital, Inc. Announces Quarterly Cash Dividend for Common and Preferred Stock (12/05/18)

Announces Annual Meeting Date; Provides Update on SMTA

DALLAS--(BUSINESS WIRE)--Spirit Realty Capital, Inc. (NYSE:SRC) (“Spirit” or the “Company”), a net-lease real estate investment trust (REIT) that invests in single-tenant, operationally essential real estate, today announced that its Board of Directors has declared a quarterly cash dividend of $0.125 per common share, representing an annualized rate of $0.50 per common share. Stockholders of record as of December 31, 2018 will receive the cash dividend on January 15, 2019.

The Board of Directors also declared a quarterly cash dividend of $0.3750 per share to holders of the Company’s 6.00% Series A Cumulative Redeemable Preferred Stock. Preferred stockholders of record as of December 17, 2018 will receive the cash dividend on December 31, 2018.

"In conjunction with SMTA’s execution of the $165MM non-recourse loan, which served to de-risk their Shopko exposure, and recently announced dividends and stock repurchase plan, we believe SMTA has sufficient liquidity to honor their agreements with Spirit. In addition, we want to reiterate that Spirit does not own any Shopko stores," stated Jackson Hsieh, President and Chief Executive Officer of Spirit.

Information pertaining to Spirit’s dividends can be obtained through the investor relations section of the Company’s website at www.spiritrealty.com. For account inquiries relating to Spirit’s quarterly dividends, please contact Spirit’s transfer agent, American Stock Transfer & Trust Company, LLC at (866) 703-9065.

Spirit also announced that its 2019 Annual Meeting of Shareholders will be held on Thursday, May 9, 2019 at 8:00am Central Time at the Company’s offices, located at 2727 North Harwood St., Suite 300, Dallas, Texas.

ABOUT SPIRIT REALTY

Spirit Realty Capital, Inc. (NYSE: SRC) is a premier net-lease REIT that primarily invests in high-quality, operationally essential real estate, subject to long-term net leases. Over the past decade, Spirit has become an industry leader and owner of income-producing, strategically located retail, industrial, office and data center properties.

As of September 30, 2018, our diversified portfolio was comprised of 1,523 properties, including properties securing mortgage loans made by the Company. Our properties, with an aggregate gross leasable area of approximately 28.7 million square feet, are leased to approximately 252 tenants across 49 states and 32 industries.

https://www.businesswire.com/news/home/20181205005865/en/Spirit-Realty-Capital-Announces-Quarterly-Cash-Dividend

Spirit MTA REIT Significantly Enhances Structure with Two Key Financings (11/05/18)

DALLAS--(BUSINESS WIRE)--Spirit MTA REIT (NYSE:SMTA) (“SMTA” or the “Company”) announced today that the Company has completed two key financings. The Company closed on a $165 million non-recourse mortgage loan, collateralized by 85 assets owned by subsidiaries of the Company and leased to Shopko that are held outside of the Company’s Master Trust. The Company also closed on a $50 million variable funding note, which provides the Company with an additional source of liquidity and allows for more efficient management of the ABS liabilities within its Master Trust.

“With the non-recourse Shopko financing, we were able to realize immediate cash value for our Shopko assets, while significantly de-risking our exposure. We believe this financing serves to protect shareholder value by securing a floor value for Shopko assets while allowing us to realize incremental proceeds from future sales. At the same time, our new variable funding note provides substantial funding flexibility, similar to a corporate revolver, allowing us to reduce some of the impact of scheduled principal amortizations in the Master Trust while providing a source of liquidity to the Company. With the closing of these two financings, we have meaningfully enhanced the capital position and financial flexibility of SMTA less than five months after our inception,” stated SMTA Chief Executive Officer, Chief Financial Officer and Treasurer Ricardo Rodriguez.

Total proceeds from the non-recourse mortgage loan after fees, expenses and required reserves were $141.9 million. The loan is fully pre-payable, in whole or in part, and bears interest at a rate of one-month LIBOR plus 750 basis points, with required scheduled principal amortization payments of $1 million per month. The initial term is one year with two one-year extension options, subject to certain conditions. The Company’s subsidiaries maintain their ability to continue selling Shopko assets, which can be released from the collateral pool subject to satisfying certain allocated loan amount repayments.

The variable funding note has a term of three years, is rated A+ by S&P and carries a funding rate of 210 basis points over the institutional lender’s specified rate that generally tracks LIBOR. The variable funding note is non-recourse to SMTA, and is pari-passu with existing Class A notes outstanding under the Master Trust ABS program. The note provides SMTA with up to $50 million in capacity that can be used to warehouse new acquisitions, partially offset Master Trust scheduled principal amortizations, and for general corporate purposes.

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. Our strategy relies on the disposition of non-core properties, disciplined acquisitions, and proactive portfolio management. 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.

As of June 30, 2018, our diversified portfolio was comprised of 888properties, including properties securing mortgage loans made by the Company. Our properties, with an aggregate gross leasable area of approximately 20.0 million square feet, are leased to approximately 205tenants across 45 states and 23 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/20181105005265/en/Spirit-MTA-REIT-Significantly-Enhances-Structure-Key

Spirit MTA REIT Announces Second Quarter 2018 Financial and Operating Results (8/09/18)

- Completed Spin-Off from Spirit Realty Capital, Inc.

- Announces Cash Dividends for Common and Preferred Stock

DALLAS--(BUSINESS WIRE)--Spirit MTA REIT (NYSE: SMTA) ("SMTA" or the "Company"), a net-lease real estate investment trust ("REIT") headquartered in Dallas, Texas, today reported its financial and operating results for the second quarter ended June 30, 2018.
Unless otherwise specified, the second quarter 2018 highlights and financial statements that follow include two months of financial and operating information for the Company's predecessor entities (the "Predecessor Entities") and one month of financial and operating results for SMTA as a stand-alone company.

SECOND QUARTER HIGHLIGHTS

On May 31, 2018, the Spin-Off from Spirit Capital Realty, Inc. ("Spirit") was completed with the distribution of one share of SMTA common stock for every ten shares of Spirit common stock held by each of Spirit's stockholders as of May 18, 2018, with 42,851,010 total shares of SMTA common stock issued in conjunction with the Spin-Off.
Invested $16.7 million in acquiring four properties and other revenue producing capital expenditures. The newly acquired properties have a weighted average lease term of 14.1 years and an initial weighted-average cash yield of approximately 7.06%.

Disposed of ten properties for $26.3 million in gross proceeds. Among the sales were three properties leased to Shopko for gross proceeds of $15.6 million, at a weighted average capitalization rate of 7.92%.

CEO COMMENTS

“We are very pleased to report our financial and operating results as a stand-alone Company, having completed our Spin-Off transaction from Spirit Realty Capital, Inc. during the quarter. SMTA provides an attractive and unique opportunity for investors to benefit from the monetization of a portfolio of non-core assets and the growth of our seasoned master funding vehicle. During the second quarter, we completed $26.3 million of dispositions, including three properties leased to Shopko. Together with our highly incentivized asset manager, Spirit Realty Capital, Inc., we intend to allocate our capital in accordance with our proprietary portfolio management tools, which we believe will enhance shareholder value over the long term,” stated SMTA Chief Executive Officer, Chief Financial Officer and Treasurer Ricardo Rodriguez.

FINANCIAL RESULTS

Total revenues for the Master Trust 2014 and Other Properties segments were $44.8 million and $16.2 million, respectively, for the three months ended June 30, 2018, compared to $41.5 million and $15.7 million for the same period last year. Total revenues for the Master Trust 2014 and Other Properties segments were $90.0 million and $31.0 million, respectively, for the six months ended June 30, 2018, compared to $82.8 million and $32.3 million for the same period last year.

Net loss attributable to common stockholders was $0.3 million, or $0.01 per share, for the three months ended June 30, 2018, compared to net income of $9.3 million for the same period a year ago. Net loss attributable to common stockholders was $7.9 million or $0.18 per share, for the six months ended June 30, 2018, compared to net income of $23.3 million for the same period a year ago.

FFO per diluted share was $0.40 and $0.62 for the three months ended June 30, 2018 and 2017, respectively. FFO per diluted share was $0.86 and $1.32 for the six months ended June 30, 2018 and 2017, respectively.

AFFO for the three months ended June 30, 2018 was $25.8 million, compared to $31.6 million for the same period a year ago. AFFO per diluted share was $0.60 and $0.74 for the three months ended June 30, 2018 and 2017, respectively. AFFO for the six months ended June 30, 2018 was $52.7 million, compared to $63.4 million for the same period a year ago. AFFO per diluted share was $1.23 and $1.48 for the six months ended June 30, 2018 and 2017, respectively.

On June 14, 2018, the Board of Directors of Spirit MTA SubREIT, Inc. ("SubREIT") declared a quarterly cash dividend of $15.00 per share of 18% Series A Cumulative Redeemable Preferred Stock (the "SubREIT Preferred Stock"), pro rated for the period from June 1, 2018 to June 30, 2018, which equates to an annualized cash dividend of $180.00 per share. The quarterly dividend was paid on June 29, 2018.

On June 19, 2018, the Board of Trustees of SMTA declared a quarterly cash dividend of $0.21 per share of 10% Series A Cumulative Redeemable Preferred Stock (the "SMTA Preferred Stock"), pro rated for the period from May 31, 2018 to June 30, 2018, which equates to an annualized cash dividend of $2.50 per share. The quarterly dividend was paid on June 29, 2018.

On August 9, 2018, the Board of Trustees of SMTA declared a total cash dividend of $0.33 per common share, comprising $0.08 for the month ended June 30, 2018 and $0.25 for the quarter ended September 30, 2018, to be paid on October 15, 2018 to holders of record as of September 28, 2018, and a cash dividend of $0.625 per share of SMTA Preferred Stock to be paid on September 28, 2018 to holders of record as of September 14, 2018.

On August 9, 2018, the Board of Directors of SubREIT declared a quarterly cash dividend of $45.00 per share of SubREIT Preferred Stock to be paid on September 28, 2018 to holders of record as of September 14, 2018.

The amount and timing of dividends for 2018 and beyond, will be at the discretion of the Board of Trustees and made pursuant to the Company's Dividend Policy. The Board of Trustees' decisions regarding the payment of dividends will depend on many factors, including, but not limited to, maintaining the Company's REIT tax status, timing and magnitude of disposition activities, investment opportunities and working capital needs.

SECOND QUARTER PORTFOLIO HIGHLIGHTS

During the three months ended June 30, 2018, SMTA invested $16.7 million in acquiring four properties and other revenue producing capital expenditures, all related to the Master Trust 2014 portfolio. The newly acquired properties have a weighted average lease term of 14.1 years and an initial weighted-average cash yield of approximately 7.06%.

During the three months ended June 30, 2018, SMTA disposed of ten properties for $26.3 million in gross proceeds, including the sale of three income producing properties. Among the disposals were five properties within Master Trust 2014 for gross proceeds of $5.3 million, three properties leased to Shopko for gross proceeds of $15.6 million and two additional properties for $5.4 million in gross proceeds.
As of June 30, 2018, SMTA's diversified real estate portfolio, comprised of 888 owned properties, with 784 and 104 in the Master Trust 2014 and Other Properties segments, respectively, was 98.8% occupied with a weighted average remaining lease term of 10.1 years.

FIRST HALF PORTFOLIO HIGHLIGHTS

During the six months ended June 30, 2018, SMTA invested $16.9 million in four properties and other revenue producing capital expenditures, all related to the Master Trust 2014 portfolio. The newly acquired properties have a weighted average lease term of 14.1 years and an initial weighted-average cash yield of approximately 7.06%.

During the six months ended June 30, 2018, SMTA disposed of 30 properties for $44.2 million in gross proceeds, including the sale of 23 income producing properties for $33.5 million. Among the disposals were 25 properties within Master Trust 2014 for gross proceeds of $23.2 million, three properties leased to Shopko for gross proceeds of $15.6 million and two additional properties for $5.4 million in gross proceeds.

BALANCE SHEET, LIQUIDITY & CAPITAL MARKETS

On May 31, 2018, in conjunction with the Spin-Off, 42,851,010 shares of SMTA common stock were issued to the holders of Spirit common stock at a ratio of one share of SMTA common stock for every ten shares of Spirit common stock.

In conjunction with the Spin-Off, SMTA issued to Spirit Realty, L.P. and one of its affiliates, both wholly-owned subsidiaries of Spirit, 6.0 million shares of SMTA Preferred Stock, with an aggregate liquidation preference of $150.0 million. The SMTA Preferred Stock pays cash dividends at the rate of 10.0% per annum on the liquidation preference of $25.00 per share (equivalent to $0.625 per share on a quarterly basis and $2.50 per share on an annual basis).

In conjunction with the Spin-Off, SubREIT issued 5,000 shares of SubREIT Preferred Stock to a third party, with an aggregate liquidation preference of $5.0 million. The SubREIT Preferred Stock pays cash dividends at the rate of 18.0% per annum on the liquidation preference of $1,000.00 per share (equivalent to $45.00 per share on a quarterly
basis and $180.00 per share on an annual basis).

Unencumbered Assets totaled $604.1 million as of June 30, 2018, representing approximately 21% of SMTA's total real estate investments.
As of June 30, 2018, Encumbered Assets made up $2.1 billion of total real estate investments, with all but one property, with a real estate investment amount of $123.3 million, included in Master Trust 2014.
Adjusted Debt to Annualized Adjusted EBITDAre was 9.6x as of June 30, 2018, based on the one month ended June 30, 2018.

Sold three properties leased to Shopko for gross proceeds of $15.1 million during the period from July 1, 2018 through August 7, 2018.

As of August 7, 2018, SMTA had approximately $55.1 million in cash and cash equivalents.

As of August 7, 2018, SMTA had additional funds available for acquisitions of approximately $54.8 million in its SMTA Master Trust Program release accounts.
As of August 7, 2018, our outstanding common share count is 43,000,862.

EARNINGS WEBCAST

The Company has provided pre-recorded comments from management. Interested parties can listen to the presentation via the following:
Internet:

The webcast link can be located on the investor relations page of the Company's website at www.spiritmastertrust.com

Telephone:
(877) 344-7529 (Domestic) / (412) 317-0088 (International) / (855) 669-9658 (Canada) Access code 10123123

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. Our strategy relies on the disposition of non-core properties, disciplined acquisitions, and proactive portfolio management. 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.
As of June 30, 2018, our diversified portfolio was comprised of 888 properties, including properties securing mortgage loans made by the Company. Our properties, with an aggregate gross leasable area of approximately 20.0 million square feet, are leased to approximately 205 tenants across 45 states and 23 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/20180809005182/en/Spirit-MTA-REIT-Announces-Quarter-2018-Financial

Assigned value was $9.12.

Spirit Realty Capital Announces Completion of Spin-Off of SMTA REIT (6/01/18)

DALLAS, June 1, 2018 /PRNewswire/ -- Spirit Realty Capital, Inc. (NYSE: SRC) ("Spirit" or the "Company") announced today that the previously announced spin-off of Spirit MTA REIT has been completed. Shares of Spirit MTA REIT will begin regular trading today on the New York Stock Exchange under the ticker "SMTA". SRC common stockholders of record on May 18, 2018 received one share of SMTA common stock for every 10 shares of SRC common stock.

"We are very pleased to have completed this important transaction that we believe will benefit all Spirit shareholders. I would like to thank the entire team at Spirit, especially our accounting and legal staff and our Board of Directors, for their hard work and dedication over the past year," stated Jackson Hsieh, President and Chief Executive Officer of Spirit. "Spirit now has one of the strongest and most diversified single-tenant portfolios in its sector. With our enhanced operational platform and sector-leading, low levered balance sheet, we are positioned for consistent long term growth."

As a result of the spin-off, Spirit MTA REIT is now a separate and independent publicly traded real estate investment trust. Spirit MTA REIT owns, directly and indirectly, the assets that collateralize Master Trust 2014 (previously part of Spirit's asset-backed securitization program), all the properties leased by Shopko Retail Shops Holding Corp. and certain of its affiliates, as well as certain other assets. Spirit will continue to provide asset and property management services to Spirit MTA REIT.

"SMTA offers investors a differentiated opportunity to invest in a preeminent net-lease master trust portfolio, with a highly focused strategy to monetize non-core assets, optimize and grow the value of the master trust and maximize cash flow distributions to stockholders. SMTA will also benefit from an experienced, aligned asset and property manager in Spirit, and our experienced independent board of directors," stated Ricardo Rodriguez, Interim Chief Executive Officer, Chief Financial Officer and Treasurer of Spirit MTA REIT.

ABOUT SPIRIT REALTY

Spirit Realty Capital, Inc. (NYSE: SRC) is a premier net-lease real estate investment trust that primarily invests in high-quality, operationally essential real estate, subject to long-term, net leases. Over the past decade, Spirit has become an industry leader and owner of income-producing, strategically located retail, industrial, office and data center properties.

As of March 31, 2018, our diversified portfolio was comprised of 2,446 properties, including properties securing mortgage loans made by the Company. Our properties, with an aggregate gross leasable area of approximately 48.3 million square feet, are leased to approximately 417 tenants across 49 states and 32 industries.

About SMTA REIT

Spirit MTA REIT (NYSE: SMTA) is a net-lease real estate investment trust (REIT) headquartered in Dallas, Texas. SMTA owns one of the largest, most diversified and seasoned commercial real estate backed master funding vehicles. Our strategy relies on the disposition of non-core properties, disciplined acquisitions, proactive portfolio management and return of capital to shareholders. SMTA is managed by Spirit Realty Capital, Inc. (NYSE: SRC), one of the largest publicly traded triple net-lease REITs.

https://www.prnewswire.com/news-releases/spirit-realty-capital-announces-completion-of-spin-off-of-smta-reit-300657916.html