Four Corners Property Trust, Inc. (NYSE: FCPT) (the “Company”) today
announced the final stock and cash election results of its stockholders
in connection with the $347.0 million dividend payable in cash and
shares of common stock (the “Pre-Spin Dividend”) for stockholders of
record as of January 19, 2016 (the “Record Date”). The dividend will
represent value of approximately $8.12 per share of common stock.
Stockholders holding approximately 75% of total shares of common stock
made valid elections to receive cash, subject to the limitation that the
Company will pay no more than 20% of the aggregate Pre-Spin Dividend in
cash, with the remaining 80% to be paid in shares of common stock.
Stockholders holding the remaining 25% of shares of common stock either
made a stock election or did not submit a valid election form before the
election deadline on February 25, 2016.
As previously announced, $16.24, which was the Company’s average closing
stock price for the five consecutive trading day period ending on
February 22, 2016, is the stock price used in determining the number of
shares to be issued as part of the Pre-Spin Dividend.
Based on these results, the Company determined the final pay-out
proportions for stockholders of record on January 19, 2016 as follows:
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Stockholders who made a cash election will receive 26.6% of their
distribution, or $2.16 per share, in cash. The remaining 73.4% of
their distribution, or $5.96 per share, will be distributed in common
stock. Based on the $16.24 average stock price referenced above,
stockholders that elected to receive cash will receive approximately
0.37 shares of common stock for each share of common stock owned on
the Record Date in addition to the $2.16 per share in cash.
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Stockholders who made a stock election or from whom a valid election
form was not received before the February 25, 2016 election deadline
will receive their entire $8.12 per share dividend in the form of
common stock. Based on the $16.24 average stock price referenced
above, stockholders that elected to receive stock will receive 0.50
shares of common stock for each share of common stock owned on the
Record Date.
The Company expects to make payment of the Pre-Spin Dividend on or about
March 2, 2016. Stockholders will receive cash in lieu of any fractional
share distributions.
Stockholders 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 or Gerry Morgan, CFO at (415) 965-8030.
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:
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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”);
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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;
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the ability of Darden to comply with laws, rules and regulations in
the operation of the Four Corners properties the Company leases to
Darden;
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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;
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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;
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the ability to generate sufficient cash flows to service the Company’s
outstanding indebtedness;
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access to debt and equity capital markets;
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fluctuating interest rates;
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the ability to retain the Company’s key management personnel;
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the ability to qualify or maintain the Company’s status as a REIT;
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changes in the U.S. tax law and other state, federal or local laws,
whether or not specific to REITs;
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the percentage of the Pre-Spin Dividend to be represented by shares
instead of cash (and the resulting number of shares outstanding); and
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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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