Leading Net Lease Owner of High-Quality Restaurant Properties across
the Country
Four Corners Enters into $750 Million Syndicated Credit Facility and
Intends to Elect to be Treated as a REIT
Four Corners Property Trust, Inc. (NYSE:FCPT) ("Four Corners") today
announced the completion of its previously disclosed tax-free spin-off
from Darden Restaurants, Inc. ("Darden"). Four Corners is now an
independent, public company whose shares will begin trading on November
10, 2015, on the New York Stock Exchange under the symbol "FCPT." Four
Corners intends to elect and qualify to be treated as a real estate
investment trust (REIT) effective January 1, 2016 and has received an
opinion from Skadden, Arps, Slate, Meagher & Flom LLP that Four Corners'
proposed method of operation will enable it to satisfy the requirements
for qualification and taxation as a REIT as of such date.
“We are excited to announce the launch of Four Corners as a leading net
lease owner of high-quality restaurant properties across the country,”
said Bill Lenehan, President and CEO of Four Corners. “We have assembled
a well-regarded leadership team that has extensive retail net lease and
public REIT experience. Our existing diversified portfolio consists of
well-located assets in 44 states that have demonstrated strong operating
performance. Looking ahead, we have a long-term opportunity to grow
shareholder value through expanding and further diversifying the
portfolio while maintaining a conservative and flexible balance sheet.”
Under the terms of the previously announced spin-off, Darden distributed
all of the outstanding Four Corners shares pro rata to Darden
shareholders of record as of the close of business on November 2, 2015.
Darden shareholders retained their Darden shares and received one share
of Four Corners for every three Darden shares held and cash in lieu of
fractional Four Corners shares. The spin-off is expected to be a
tax-free distribution to Darden shareholders. Darden has received
opinions from Skadden, Arps, Slate, Meagher & Flom LLP and KPMG LLP that
the spin-off will qualify as tax-free and has received a private letter
ruling from the Internal Revenue Service on certain issues relevant to
the qualification of the spin-off as tax-free.
In connection with the spin-off, Four Corners entered into a $750
million credit agreement consisting of a 5-year term loan facility of
$400 million and a 4-year revolving credit facility of $350 million. The
credit agreement includes an accordion feature such that the credit
facilities can be increased up to $1 billion in aggregate, subject to
certain conditions, including one or more new or existing lenders
agreeing to provide commitments for such increased amount.
With the close of the transaction, Four Corners now owns the real estate
associated with 424 restaurants, 418 of which will be leased back to
Darden subsidiaries through triple-net leases with on average 15-year
initial terms. The portfolio includes 300 Olive Garden® restaurants, 104
LongHorn Steakhouse® restaurants, 11 Bahama Breeze® restaurants, two
Seasons 52® restaurants, and one Wildfish Seafood Grille® restaurant.
The remaining restaurants (comprised of 6 LongHorn Steakhouse
restaurants in San Antonio, Texas) will be operated by a subsidiary of
Four Corners under a franchise agreement with Darden.
“We expect to grow and diversify our tenant base with high quality
restaurant operators by becoming a preferred acquirer of restaurant and
other food service related real estate,” Lenehan said. “This is a great
day for Four Corners, and we look forward to a bright future.”
As a REIT, Four Corners will be required to distribute to its
shareholders the accumulated earnings and profits (“E&P”) allocated to
it from Darden and the earnings and profits it generates in the taxable
year ending December 31, 2015 (the “Purging Distribution”). The Purging
Distribution will be paid in a combination of cash and common stock,
with the cash portion constituting of at least 20% of the total amount
of the distribution. The aggregate amount of the Purging Distribution is
expected to be between approximately $300 million and $400 million, but
the exact amount of the Purging Distribution is not determinable at this
time. The Purging Distribution, including the portion paid in common
stock, will be a taxable dividend. The Purging Distribution generally
should qualify as “qualified dividend income,” which is generally
subject to a 20% maximum tax rate for non-corporate U.S. shareholders.
Shareholders should consult their tax advisors regarding the application
of the federal income tax laws to their particular situations, as well
as the applicability of any federal estate and gift, state, local, or
foreign tax laws. Four Corners will provide further information about
the Purging Distribution to shareholders at the time such dividend is
declared.
Four Corners was represented in the spin-off by Skadden, Arps, Slate,
Meagher & Flom LLP and Hogan Lovells US LLP. J.P. Morgan, Moelis &
Company and Green Street Advisors LLC served as financial advisers.
About Four Corners
Four Corners (NYSE:FCPT), headquartered in Mill Valley, CA, is an
independent company primarily engaged in the acquisition and leasing of
restaurant locations. Four Corners will seek to grow its portfolio by
acquiring additional real estate to lease, on a triple net basis, for
use in the restaurant and related food services industry. For more
information, please visit the Company’s website at www.fourcornerspropertytrust.com.
Forward Looking Statements
Forward-looking statements in this communication are made under the Safe
Harbor provisions of the Private Securities Litigation Reform Act of
1995. Any forward-looking statements speak only as of the date on which
such statements are first made, and we undertake no obligation to update
such statements to reflect events or circumstances arising after such
date. We wish to caution investors not to place undue reliance on any
such forward-looking statements. By their nature, forward-looking
statements involve risks and uncertainties that could cause actual
results to materially differ from those anticipated in the statements.
Forward-looking statements include, but are not limited to, statements
regarding the expected benefits of Four Corners' spin-off from Darden.
Such statements are based on estimates, projections, beliefs, and
assumptions that Four Corners believes are reasonable but are not
guarantees of future events and results. Actual future events and
results of Four Corners may differ materially from those expressed in
these forward-looking statements as a result of a number of important
factors.
Factors that could cause actual results to differ materially from those
contemplated in Four Corners' forward-looking statements include, among
others,: (i) risks related to the expected tax treatment of the
transaction and the ability of Four Corners to conduct and expand its
businesses following the transaction, and (ii) additional factors
discussed in the Risk Factors section of our information statement filed
with the SEC on October 21, 2015 and in our subsequent filings with the
SEC.
Four Corners expressly disclaims any obligation to release publicly any
updates or revisions to any of the forward looking statements set forth
in this press release to reflect any change in its expectations or any
change in events, conditions or circumstances on which any statement is
based.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151109006799/en/
Copyright Business Wire 2015