Item 1.01 Entry into a Material Definitive Agreement.
Pursuant to the Plan of Voluntary Liquidation approved by the board of trustees
of Spirit MTA REIT, a Maryland real estate investment trust (the "Company") on
July 11, 2019, and the shareholders of the Company on September 4, 2019 (the
"Plan of Liquidation"), effective as of January 1, 2020, at 12:01 A.M. Eastern
Time (the "Effective Time"), the Company transferred, assigned and delivered all
of its assets (subject to all of its liabilities) to a newly-created liquidating
trust called "SMTA Liquidating Trust", a Maryland common law trust (the
"Liquidating Trust"), for the benefit of the shareholders of the Company and, in
connection with such transfer, the Liquidating Trust distributed all of the
units of beneficial interests of the Liquidating Trust (the "Liquidating Trust
Units") to the shareholders of the Company, with each shareholder receiving one
Liquidating Trust Unit for each common share of beneficial interest, par value
$0.01 per share, of the Company (each, a "Company Share") then held of record by
such shareholder. As of the Effective Time, all outstanding Company Shares were
cancelled, and the Company was dissolved and terminated. As a result of the
foregoing, each holder of Company Shares immediately prior to the Effective Time
now holds an equal number of Liquidating Trust Units.
In accordance with the Plan of Liquidation, the Liquidating Trust was created
pursuant to a Liquidating Trust Agreement, dated as of January 1, 2020 (the
"Trust Agreement"), between the Company and each of the four trustees of the
Company, in their capacities as trustees of the Liquidating Trust (the
"Liquidating Trustees").
The purpose of the Liquidating Trust is to wind up the affairs of the Company,
liquidate the Company's remaining assets, pay any liabilities, costs and
expenses of the Company which were assumed by the Liquidating Trust and/or are
incurred by the Liquidating Trust and distribute the net proceeds therefrom to
the holders of the Liquidating Trust Units. The Liquidating Trust's activities
are restricted to winding up the Company's affairs as promptly as reasonably
possible. The Liquidating Trust Agreement provides that the Liquidating Trust
will terminate upon the earlier of the distribution of all of the Liquidating
Trust's assets in accordance with the terms of the Trust Agreement and
January 1, 2023. The existence of the Liquidating Trust may, however, be
extended for fixed-term extensions under certain circumstances pursuant to the
terms of the Trust Agreement. The aggregate of all such extensions may not
exceed 3 years unless the Liquidating Trustees receive a favorable ruling from
the internal revenue service that any further extension(s) would not adversely
affect the status of the Liquidating Trust as a "liquidating trust" for federal
income tax purposes.
Under the Trust Agreement, the Liquidating Trust Units are not transferable or
assignable, except by will, intestate succession or operation of law. The
Liquidating Trust Units are not certificated and are not listed on any exchange
or quoted on any quotation system or otherwise tradeable in any public or
private transactions.
The Trust Agreement vests in the Liquidating Trustees the authority to manage
the Liquidating Trust. Spirit Realty AM Corporation (a wholly owned subsidiary
of Spirit Realty Capital, Inc.) will manage the day-to-day affairs of the
Liquidating Trust and the liquidation of the assets of the Liquidating Trust, at
all times subject to the supervision, direction and management of the
Liquidating Trustees, in accordance with the terms of the Interim Management
Agreement, dated as of June 2, 2019, originally entered into between the Company
and Spirit Realty AM Corporation.
The foregoing summary does not purport to be complete and is qualified in its
entirety by the Trust Agreement that is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 8.01 Other Events.
On January 2, 2020, the Liquidating Trust issued a press release announcing,
among other things, that effective as of the Effective Time, the Company
dissolved and terminated its existence. The press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
10.1 Liquidating Trust Agreement, dated January 1, 2020.
99.1 Press Release of SMTA Liquidating Trust, dated January 2, 2020.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL (included as Exhibit 101).
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