Four Corners Property Trust, Inc. (NYSE:FCPT) (the “Company”) today
announced that $16.24 will be the per share price (the “Average Stock
Price”) used to calculate the number of shares of common stock to be
issued to the Company’s shareholders as part of the $347.0 million
dividend in cash and shares of common stock (the “Pre-Spin Dividend”)
declared by the board of directors of the Company on January 7, 2016. As
previously announced, the Average Stock Price is the average closing
price of the Company’s common stock during the five consecutive trading
day period ending on February 22, 2016. An aggregate of 17,093,596
additional shares of common stock will be issued in connection with the
Pre-Spin Dividend, bringing the Company’s total shares of common stock
to 59,835,591.
Shareholders on the January 19, 2016 record date will be entitled to
elect to receive their portion of the $347.0 million Pre-Spin Dividend
in cash or shares of the Company’s common stock, with no more than 20%
of the Pre-Spin Dividend in the aggregate to be paid in cash and the
remainder to be paid in shares of common stock. Shareholders will be
required to make their elections no later than February 25, 2016.
Shareholders from whom a valid election has not been received by
February 25, 2016 will be deemed to have elected to receive 100% of
their dividend in common stock. The Company expects to pay the Pre-Spin
Dividend on or about March 2, 2016.
Shareholders with questions regarding the election process or materials
should contact the Company’s Information Agent, Georgeson Inc., at the
toll free number of (866) 296-6841.
Other Questions? Contact: Bill Lenehan, CEO (415) 965-8031, or Gerry
Morgan, CFO (415) 965-8032
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking statements within the
meaning of the federal securities laws. Forward-looking statements
include all statements that are not historical statements of fact and
those regarding the Company’s intent, belief or expectations, including,
but not limited to, statements regarding: operating and financial
performance; expectations regarding the making of distributions and the
payment of dividends; and the percentage of the Pre-Spin Dividend to be
represented by shares instead of cash. Words such as “anticipate(s),”
“expect(s),” “intend(s),” “plan(s),” “believe(s),” “may,” “will,”
“would,” “could,” “should,” “seek(s)” and similar expressions, or the
negative of these terms, are intended to identify such forward-looking
statements. Forward-looking statements speak only as of the date on
which such statements are made and, except in the normal course of the
Company’s public disclosure obligations, the Company expressly disclaims
any obligation to publicly release any updates or revisions to any
forward-looking statements to reflect any change in the Company’s
expectations or any change in events, conditions or circumstances on
which any statement is based. Forward-looking statements are based on
management’s current expectations and beliefs and the Company can give
no assurance that its expectations or the events described will occur as
described. Forward-looking statements are subject to a number of risks
and uncertainties that could cause actual results to differ materially
from those set forth in or implied by such forward-looking statements.
Factors that could have a material adverse effect on the Company’s
operations and future prospects or that could cause actual results to
differ materially from the Company’s expectations include, but are not
limited to:
-
the ability to achieve some or all the benefits that the Company
expects to achieve from the acquisition of select real estate assets
of Darden Restaurants, Inc. (“Darden”) into the Company (the
“Spin-Off”);
-
the ability and willingness of Darden to meet and/or perform its
obligations under any contractual arrangements that were entered into
with the Company in connection with the Spin-Off, including the
long-term leases with Darden and any of Darden’s obligations to
indemnify, defend and hold the Company harmless from and against
various claims, litigation and liabilities;
-
the ability of Darden to comply with laws, rules and regulations in
the operation of the Four Corners properties the Company leases to
Darden;
-
the ability and willingness of the Company’s tenants, including
Darden, to perform under the leases and to renew the leases with the
Company upon their expiration, and the ability to reposition the
Company’s properties on the same or better terms in the event of
nonrenewal or in the event the Company replaces an existing tenant,
and obligations, including indemnification obligations, the Company
may incur in connection with the replacement of an existing tenant;
-
the availability of and the ability to identify suitable acquisition
opportunities and the ability to diversify by acquiring and leasing
the additional properties on favorable terms;
-
the ability to generate sufficient cash flows to service the Company’s
outstanding indebtedness;
-
access to debt and equity capital markets;
-
fluctuating interest rates;
-
the ability to retain the Company’s key management personnel;
-
the ability to qualify or maintain the Company’s status as a REIT;
-
changes in the U.S. tax law and other state, federal or local laws,
whether or not specific to REITs;
-
the percentage of the Pre-Spin Dividend to be represented by shares
instead of cash (and the resulting number of shares outstanding); and
-
other risks inherent in the ownership of the Company’s properties,
including illiquidity of real estate investments and restrictions on
how the Company may sell these investments.
For a further discussion of these and other factors that could cause our
future results to differ materially from any forward-looking statements,
see the sections entitled “Business and Properties,” “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results
of Operations” of the Information Statement filed as an exhibit to the
Company’s Registration Statement on Form 10 filed with the Securities
and Exchange Commission in final form on October 21, 2015.
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