On January 31, 2017, the Company and FPI issued a joint press
release announcing the results of their respective special meetings of stockholders. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Forward-Looking Statements
Certain
statements made in this Current Report on Form
8-K,
and other written or oral statements made by or on behalf of the Company or FPI, may constitute forward-looking statements within the meaning of
Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the
industry and markets in which the Company and FPI operate and the transactions described in this Current Report, and the beliefs of, and assumptions made by, Company management and FPI management and involve uncertainties that could significantly
affect the financial results of the Company, FPI or FPI after the effective time of the Company Merger (the Combined Company). The words may, believe, estimate, expect, intend,
plan, predict, project, forecast, potential, will, would, could, should, continue, and similar expressions or their negatives, as
well as statements in future tense, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include, but are not limited to, statements about
the anticipated benefits of the Mergers, including the
Companied Companys future financial and operating results, plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that the
Company and FPI expect or anticipate will occur in the future are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. While the
Companys management believes the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to
predict and are beyond managements control. These risks include, but are not limited to:
(1) risks associated with the
Companys and FPIs ability to consummate the Mergers, the timing and closing of the Mergers and unexpected costs or unexpected liabilities that may arise from the Mergers, whether or not consummated;
(1) risks related to disruption of the Companys or FPIs managements attention from the ongoing business operations due to
the proposed Mergers;
(2) the effect of the announcement of the proposed Mergers on the Companys or FPIs relationships with
their respective tenants, lenders, operating results and businesses generally;
(1) each of the Companys and FPIs success, or
the success of the Combined Company, in implementing its business strategy and its ability to identify, underwrite, finance, consummate and integrate acquisitions, developments or other investments;
(2) changes in national, regional and local economic climates;
(3) changes in financial markets and interest rates, or to the business or financial condition of the Company, FPI or the Combined Company or
their respective businesses;
(4) the nature and extent of future competition;
(5) each of the Companys and FPIs ability, or the ability of the Combined Company, to pay down, refinance, restructure and/or
extend its indebtedness as it becomes due;
(6) the ability and willingness of the Company, FPI and the Combined Company to maintain its
qualification as a REIT;
(7) availability to the Company, FPI and the Combined Company of financing and capital;
(8) the performance of the Companys, FPIs and the Combined Companys portfolio;
(9) the impact of any financial, accounting, legal or regulatory issues or litigation, including any legal proceedings, regulatory matters or
enforcement matters that have been or in the future may be instituted against the Company, FPI or others relating to the Merger Agreement, that may affect the Company, FPI or the Combined Company;
(10) risks associated with acquisitions, including the integration of the Combined Companys businesses; and
(11) those additional risks and factors discussed in reports filed with the SEC by the Company and FPI from time to time, including those
discussed under the heading Risk Factors in their most recently filed reports on Forms
10-K
and
10-Q.
Should one or more of the risks or uncertainties described above or elsewhere in this Current Report on Form
8-K
occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed
or implied, included in this Current Report on Form
8-K
are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any
subsequent written or oral forward-looking statements that the Company or persons acting on its behalf may issue. Except where required by applicable law, the Company does not undertake any duty to update any forward-looking statements appearing in
this Current Report on Form
8-K,
including any documents incorporated herein by reference.