The Board of Directors of Four Corners Property Trust, Inc. (NYSE: FCPT) (the “Company”) today declared two dividends totaling $8.32 per share, or approximately $355.5 million in the aggregate, each payable to shareholders of record as of January 19, 2016.

The dividend is comprised of two components:

      (i)     an all-cash dividend of $8.5 million (the “Regular Dividend”), or $0.20 per share. This represents a $1.36 per share annualized dividend based on approximately 42.7 million shares outstanding as of January 7, 2016, prorated for the Company’s operating period between November 9, 2015, the effective date of the spin-off of select real estate assets of Darden Restaurants, Inc. into the Company (the “Spin-Off”), and December 31, 2015. The payment date for the Regular Dividend will be January 29, 2016 to shareholders of record as of January 19, 2016; and
 
(ii) a $347.0 million dividend in cash and shares of common stock (the “Pre-Spin Dividend”), or $8.12 per share based on approximately 42.7 million shares outstanding as of January 7, 2016, representing the Company’s estimated share of earning and profits that are required to be distributed for the operating period prior to November 9, 2015. Shareholders on the January 19, 2016 record date will be entitled to elect to receive their portion of the $347.0 million Pre-Spin Dividend in cash or shares of the Company’s common stock, with no more than 20% of the Pre-Spin Dividend in the aggregate to be paid in cash. Shareholders will be required to make their elections no later than February 25, 2016. The Company expects to pay the Pre-Spin Dividend on or about March 2, 2016.
 

The combined amount of the Regular Dividend and the Pre-Spin Dividend represents an estimate of the Company’s cumulative earnings and profits attributable to tax years ending prior to January 1, 2016, which the Company is required to pay to its shareholders by the end of 2016 in connection with its election to be treated as a real estate investment trust (“REIT”). In connection with the Spin-Off, the Company has elected to be treated as a REIT for federal income tax purposes beginning January 1, 2016 and will operate in compliance with REIT requirements as of January 1, 2016.

The Company will calculate the number of shares of common stock to be issued to shareholders as part of the Pre-Spin Dividend based on the average closing price of the Company’s common stock during the five consecutive trading day period ending on February 22, 2016. For example, assuming an average five-day closing price for purposes of the calculation of $15.88 per share (which is based on a hypothetical price of $24.00 per share less the $8.12 Pre-Spin Dividend and which assumption may be more or less than the actual average closing price of the Company’s common stock during this five consecutive trading day period), and assuming shareholders elect the maximum amount of total cash payable in respect of the Pre-Spin Dividend, the number of outstanding shares of common stock would increase approximately 40.9% from approximately 42.7 million shares to approximately 60.2 million shares. After giving effect to the Pre-Spin Dividend, the Regular Dividend estimated annual rate would be $0.97 per share based on an assumption of 60.2 million shares outstanding (as compared to a $1.36 per share annualized Regular Dividend based on approximately 42.7 million shares outstanding as of January 7, 2016). This assumed increase in the number of outstanding shares of common stock would also have corresponding impacts on the assumed Net Income per share, assumed Funds from Operations (FFO) per share, and assumed Adjusted Funds from Operations (AFFO) per share.

A summary of the Regular Dividend and the Pre-Spin Dividend is as follows based on approximately 42.7 million shares outstanding as of January 7, 2016:

 

Pre-Spin
Dividend
(in
millions)

 

Pre-Spin
Dividend
per share

 

Regular
Dividend (in
millions)

 

Regular
Dividend per
share (1)

Stock $277.6   $6.50   ----   ----
Cash

$69.4

$1.62

$8.3

$0.20

Total $347.0 $8.12 $8.3 $0.20
 
Record Date 1/19/2016 1/19/2016
Payment Date

3/2/2016
(estimated)

1/29/2016
 
      (1)   Represents an annualized dividend rate of $1.36 per share for the period between November 9, 2015 and December 31, 2015 based on approximately 42.7 million shares outstanding as of January 7, 2016.
 

Election materials and forms to be mailed to shareholders promptly after the record date will describe in more detail the election process for the Pre-Spin Dividend, the limitations on the total amount of cash the Company will pay and related logistical matters. Regardless of the form in which it is received, the Company expects that both the Pre-Spin Dividend and the Regular Dividend will be a taxable dividend to shareholders. The Pre-Spin Dividend and the Regular Dividend may be subject to applicable withholding taxes. Although REIT dividends generally are not eligible for taxation at the preferential income tax rates (i.e., the 20% maximum U.S. federal rate that applies to qualified dividends received from taxable corporations by most U.S. shareholders that are individuals, trusts or estates), the Regular Dividend and the Pre-Spin Dividend will be considered qualified dividends eligible for tax at the preferential rates to the extent that they are attributable to the Company’s accumulated earnings and profits from pre-REIT years.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements regarding the expected future condition, results of operations, cash flows, funds from operations, business strategies, operating , hypothetical shares outstanding and competitive positions, of the Company, which statements are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “may,” “will,” “would,” “could,” “should,” “seek(s)” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made and, except in the normal course of the Company’s public disclosure obligations, the Company expressly disclaims any obligation to publicly release any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements are based on management’s current expectations and beliefs and the Company can give no assurance that its expectations or the events described will occur as described. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. Factors that could have a material adverse effect on the Company’s operations and future prospects or that could cause actual results to differ materially from our expectations include, but are not limited to:

  • the ability to achieve some or all the benefits that the Company expects to achieve from the Spin-Off;
  • the ability and willingness of Darden to meet and/or perform its obligations under any contractual arrangements that were entered into with the Company in connection with the Spin-Off, including the long-term leases with Darden and any of Darden’s obligations to indemnify, defend and hold the Company harmless from and against various claims, litigation and liabilities;
  • the ability of Darden to comply with laws, rules and regulations in the operation of the Four Corners properties the Company leases to Darden following the Spin-Off;
  • the ability and willingness of the Company’s tenants, including Darden, to perform under the leases and to renew the leases with the Company upon their expiration, and the ability to reposition the Company’s properties on the same or better terms in the event of nonrenewal or in the event the Company replaces an existing tenant, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant;
  • the availability of and the ability to identify suitable acquisition opportunities and the ability to diversify by acquiring and leasing the additional properties on favorable terms;
  • the ability to generate sufficient cash flows to service the Company’s outstanding indebtedness;
  • access to debt and equity capital markets;
  • fluctuating interest rates;
  • the ability to retain the Company’s key management personnel;
  • the ability to qualify or maintain the Company’s status as a REIT;
  • changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs;
  • the price at which shares will be issued in the Pre-Spin Dividend, the percentage of the Pre-Spin Dividend to be represented by shares instead of cash (and the resulting number of shares outstanding), and resulting per share dividend rate, after giving effect to the Pre-Spin Dividend; and
  • other risks inherent in the ownership of the Company’s properties, including illiquidity of real estate investments and restrictions on how the Company may sell these investments.

For a further discussion of these and other factors that could cause our future results to differ materially from any forward-looking statements, see the sections entitled “Business and Properties,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement filed as an exhibit to the Company’s Registration Statement on Form 10 filed with the Securities and Exchange Commission in final form on October 21, 2015.