Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In light of the intended dissolution of Spirit MTA REIT, a Maryland real estate
investment trust (the "Company") and cancellation of the common shares of
beneficial interest, par value $0.01 per share, of the Company (the "Company
Shares") described under Item 8.01 below, on December 10, 2019, the board of
trustees (the "Board") of the Company authorized the Company to cause the
listing of the Company Shares to be withdrawn from the New York Stock Exchange
(the "NYSE") as of the close of trading on December 31, 2019. As a result,
December 31, 2019 is expected to be the last day upon which the Company Shares
will trade on the NYSE.
Unrelated to the Board's determination to withdraw the listing of the Company
Shares from the NYSE, on December 10, 2019, the Company received written
notification (the "NYSE Notice") from the NYSE that the Company was considered
to be below the compliance standards set forth under Rule 802.01C of the NYSE
Listed Company Manual because the average closing price of the Company Shares
fell below $1.00 over a consecutive 30 trading-day period as of December 4,
2019. The Company has provided the NYSE with the notification required under the
NYSE's continued listing rules to allow the Company Shares to continue to be
listed on the NYSE through December 31, 2019.
Item 8.01 Other Events.
In accordance with the Plan of Voluntary Liquidation approved by the Board on
July 11, 2019 and by the shareholders of the Company on September 4, 2019 (the
"Plan"), the Company intends to terminate its existence by voluntary dissolution
effective on January 1, 2020, at 12:01 A.M. Eastern Time (the "Effective Time").
As of the Effective Time, the Company will transfer all of its assets (subject
to all of its liabilities) to a liquidating trust (the "Liquidating Trust") and
all of the units of beneficial interests of the Liquidating Trust (the
"Liquidating Trust Units") will be distributed to the shareholders of the
Company, with each shareholder receiving one Liquidating Trust Unit for each
Company Share then held of record by such shareholder. Simultaneously, all of
the outstanding Company Shares will be cancelled and will thereafter no longer
be deemed outstanding. The Liquidating Trust will seek to sell the Company's
remaining assets as soon as practicable. However, there can be no assurance as
to the likelihood, timing or pricing of any sale or sales of these remaining
assets.
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.
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 Plan. You are urged
to consult your own tax advisor to determine the particular tax consequences to
you of the transfer of the Company's assets to the Liquidating Trust and the
distribution of the Liquidating Trust Units to the shareholders, including the
applicability and effect of any U.S. federal, state and local and foreign tax
laws.
On December 11, 2019, the Company issued a press release announcing, among other
things, the Company intends to withdraw the Company Shares from the NYSE as of
the close of trading on December 31, 2019. 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
99.1 Press Release of Spirit MTA REIT, dated December 11, 2019.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL (included as Exhibit 101).
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