Tremont Mortgage Trust Announces Final Cash Distribution and Adjustment to Exchange Ratio for Previously Announced Merger with RMR Mortgage Trust
27 8월 2021 - 9:00PM
Business Wire
Final Cash Distribution of $0.17 per TRMT
Common Share
TRMT and RMRM Adjust Merger Exchange Ratio to
0.516 RMRM Common Share per TRMT Common Share
Tremont Mortgage Trust (Nasdaq: TRMT) today announced that it
has declared a final cash distribution to its shareholders of $0.17
per TRMT common share in order to satisfy its distribution
requirements as a real estate investment trust, or REIT, and in
order to avoid income and excise taxation as a REIT prior to the
closing of its previously announced merger with RMR Mortgage Trust
(Nasdaq: RMRM), in accordance with the Agreement and Plan of
Merger, dated as of April 26, 2021, or the Merger Agreement. TRMT’s
distribution will be paid to its common shareholders of record as
of the close of business on September 7, 2021, on or about
September 29, 2021. RMRM also announced today that it has declared
a cash distribution to its shareholders of $0.15 per RMRM common
share that will be paid to RMRM’s common shareholders of record as
of the close of business on September 7, 2021, on or about
September 29, 2021. These distributions are being paid in lieu of
TRMT and RMRM’s respective regular quarterly distribution to
shareholders for the quarter ending September 30, 2021.
In connection with these distributions and pursuant to the
Merger Agreement, TRMT and RMRM have adjusted the Merger exchange
ratio from 0.52 of one (1) RMRM common share for each issued and
outstanding TRMT common share, to 0.516 of one (1) RMRM common
share for each issued and outstanding TRMT common share. The Merger
is expected to close on September 30, 2021, following payment of
the TRMT and RMRM distributions, subject to the satisfaction or
waiver of the closing conditions specified in the Merger Agreement,
including the receipt of the requisite approvals by RMRM’s and
TRMT’s shareholders.
TRMT is a real estate finance company that originates and
invests in first mortgage loans secured by middle market and
transitional commercial real estate. TRMT is managed by an
affiliate of The RMR Group Inc. (Nasdaq: RMR). Substantially all of
RMR’s business is conducted by its majority owned subsidiary, The
RMR Group LLC, which is an alternative asset management company
with $32 billion in assets under management and more than 35 years
of institutional experience in buying, selling, financing and
operating commercial real estate. For more information about TRMT,
please visit www.trmtreit.com.
WARNING CONCERNING FORWARD LOOKING
STATEMENTS
This press release contains statements that constitute forward
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other securities laws. These
forward looking statements are based upon TRMT’s present beliefs
and expectations, but these statements and the implications of
these statements are not guaranteed to occur and may not occur for
various reasons, some of which are beyond TRMT’s control. For
example:
- The Merger is expected to close on September 30, 2021, subject
to the satisfaction or waiver of closing conditions, including the
receipt of the requisite approvals by RMRM’s and TRMT’s
shareholders, and RMRM and TRMT cannot be sure that these
conditions will be satisfied or waived. Accordingly, the Merger may
not close by September 30, 2021 or at all, or the terms
contemplated by the Merger Agreement may change.
The information contained in TRMT’s filings with the Securities
and Exchange Commission, or the SEC, including under “Risk Factors”
in TRMT’s periodic reports or incorporated therein, identifies
other important factors that could cause TRMT’s actual results to
differ materially from those stated in or implied by TRMT’s forward
looking statements. TRMT’s filings with the SEC are available on
the SEC’s website at www.sec.gov.
You should not place undue reliance upon forward looking
statements.
Except as required by law, TRMT does not intend to update or
change any forward looking statements as a result of new
information, future events or otherwise.
Additional Information about the Merger
In connection with the Merger, RMRM has filed with the SEC a
Registration Statement on Form S-4 containing a definitive joint
proxy statement/prospectus and other documents with respect to the
Merger, which was declared effective by the SEC on July 26, 2021.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. SHAREHOLDERS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED OR TO BE FILED
WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY
REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY
CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGER.
The definitive joint proxy statement/prospectus has been mailed
to TRMT’s and RMRM’s shareholders. Shareholders may obtain free
copies of the RMRM Registration Statement on Form S-4, the
definitive joint proxy statement/prospectus and any other relevant
documents filed or to be filed with the SEC at the SEC’s website at
www.sec.gov. In addition, shareholders may obtain free copies of
TRMT’s filings with the SEC from TRMT's website at www.trmtreit.com
or RMRM’s filings with the SEC from RMRM's website at
www.rmrmortgagetrust.com.
Participants in Solicitation Relating to the Merger
TRMT, RMRM and their respective trustees and executive officers,
and Tremont Realty Advisors LLC, The RMR Group LLC, The RMR Group
Inc. and certain of their respective directors, officers and
employees, may be deemed to be participants in the solicitation of
proxies from TRMT and RMRM shareholders in respect of the Merger
and the other transactions contemplated by the Merger Agreement.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of TRMT’s and
RMRM’s shareholders in connection with the Merger and the other
transactions contemplated by the Merger Agreement is set forth in
the definitive joint proxy statement/prospectus. Information
regarding TRMT’s trustees and executive officers and RMRM’s
trustees and executive officers can be found in TRMT’s and RMRM’s
respective definitive proxy statement for its 2021 Annual Meeting
of Shareholders. These documents are available free of charge on
the SEC's website and from TRMT or RMRM, as applicable, using the
sources indicated above.
A Maryland Real Estate Investment Trust with
transferable shares of beneficial interest listed on the Nasdaq. No
shareholder, Trustee or officer is personally liable for any act or
obligation of the Trust.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210827005023/en/
Kevin Barry Manager, Investor Relations (617) 658-0776
Tremont Mortgage (NASDAQ:TRMT)
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