RMR Mortgage Trust Announces Cash Distribution and Adjustment to Exchange Ratio for Previously Announced Merger with Tremont Mortgage Trust
27 Août 2021 - 2:00PM
Business Wire
RMRM Declares Cash Distribution of $0.15 per
RMRM Common Share
RMRM and TRMT Adjust Merger Exchange Ratio to
0.516 RMRM Common Share per TRMT Common Share
RMR Mortgage Trust (Nasdaq: RMRM) today announced that it has
declared a cash distribution to its shareholders of $0.15 per RMRM
common share in lieu of its regular quarterly distribution to RMRM
common shareholders for the quarter ending September 30, 2021, and
in anticipation of the closing of the previously announced merger,
or Merger, with Tremont Mortgage Trust (Nasdaq: TRMT). RMRM’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. TRMT also announced today that it has declared
a final cash distribution to its shareholders of $0.17 per TRMT
common share that will be paid to its shareholders of record as of
the close of business on September 7, 2021, on or about September
29, 2021, in order to satisfy its distribution requirements as a
real estate investment trust and to avoid the payment of entity
level income and excise tax. RMRM expects that it will resume its
regular schedule of quarterly distributions in February 2022.
In connection with these distributions and pursuant to the
Agreement and Plan of Merger, dated as of April 26, 2021, or the
Merger Agreement, RMRM and TRMT 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 RMRM and TRMT 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.
RMRM is a real estate finance company that originates and
invests in first mortgage loans secured by middle market and
transitional commercial real estate. RMRM 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 RMRM,
please visit www.rmrmortgagetrust.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 RMRM’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 RMRM’s control. For
example:
- This press release states that RMRM’s distribution will be
$0.15 per common share and that RMRM expects that it will resume
its regular schedule of quarterly distributions in February 2022. A
possible implication of these statements is that RMRM will
continuously pay quarterly distributions of $0.15 per share in the
future. The RMRM Board of Trustees considers many factors when
determining whether to declare distributions, including RMRM’s
historical and projected income, distributable earnings, the then
current and expected needs and availability of cash to pay RMRM's
obligations and fund its investments, distributions which may be
required to be paid by RMRM to qualify for taxation as a real
estate investment trust and other factors deemed relevant by RMRM's
Board of Trustees in its discretion. Accordingly, future
distributions may be increased or decreased and there is no
assurance as to the rate at which future distributions will be
paid, and they could decline in amount or be suspended or
discontinued.
- This press release states that 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 RMRM’s filings with the Securities
and Exchange Commission, or the SEC, including under “Risk Factors”
in RMRM’s periodic reports or incorporated therein, identifies
other important factors that could cause RMRM’s actual results to
differ materially from those stated in or implied by RMRM’s forward
looking statements. RMRM’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, RMRM 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 RMRM’s and TRMT’s shareholders. Shareholders may obtain free
copies of the 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
RMRM’s filings with the SEC from RMRM’s website at
www.rmrmortgagetrust.com or TRMT’s filings with the SEC from TRMT’s
website at www.trmtreit.com.
Participants in Solicitation Relating to the Merger
RMRM, TRMT 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 RMRM and TRMT 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 RMRM’s and
TRMT’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 RMRM’s trustees and executive officers and TRMT’s
trustees and executive officers can be found in RMRM’s and TRMT’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 RMRM or TRMT, as applicable, using the
sources indicated above.
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version on businesswire.com: https://www.businesswire.com/news/home/20210827005022/en/
Kevin Barry, Manager, Investor Relations (617) 658-0776
RMR Mortgage (NASDAQ:RMRM)
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