SMTA LIQUIDATING TRUST Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-12-13: Form 8-K; Period of report 2024-12-13; Description 8.01 Other Events; Details 8.01.
- 2023-12-21: Form 8-K; Period of report 2023-12-21; Description 8.01 Other Events; Details 8.01.
- 2022-12-27: Form 8-K; Period of report 2021-04-27; Description 8.01 Other Events; Details 8.01.
- 2022-06-14: Form 8-K; Period of report 2022-06-14; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-12-13 | 8-K | 2024-12-13 | 8.01 Other Events | 8.01 In accordance with the plan of liquidation (the “Plan of Liquidation”) adopted on July 11, 2019 by Spirit MTA REIT (“SMTA”) (the predecessor of SMTA Liquidating Trust (the “Trust”)), on January 1, 2020, SMTA entered into a Liquidating Trust Agreement (the “Trust Agreement”), for the creation and operation of the Trust. | ff4240249_8k-smta.htm |
| 2023-12-21 | 8-K | 2023-12-21 | 8.01 Other Events | 8.01 In accordance with the plan of liquidation (the “Plan of Liquidation”) adopted on July 11, 2019 by Spirit MTA REIT (“SMTA”) (the predecessor of SMTA Liquidating Trust (the “Trust”)), on January 1, 2020, SMTA entered into a Liquidating Trust Agreement (the “Trust Agreement”), for the creation and operation of the Trust. | ff2844207_8k-smta.htm |
| 2022-12-27 | 8-K | 2021-04-27 | 8.01 Other Events | 8.01 In accordance with the plan of liquidation (the “Plan of Liquidation”) adopted on July 11, 2019 by Spirit MTA REIT (“SMTA”) (the predecessor of SMTA Liquidating Trust (the “Trust”)), on January 1, 2020, SMTA entered into a Liquidating Trust Agreement (the “Trust Agreement”), for the creation and operation of the Trust. | ff228654_8k.htm |
| 2022-06-14 | 8-K | 2022-06-14 | 8.01 Other Events | 8.01 In accordance with the plan of liquidation (the “Plan of Liquidation”) adopted on July 11, 2019 by Spirit MTA REIT (the predecessor of SMTA Liquidating Trust (the “Trust”)), the Trust has completed the sale of its final three remaining properties as described in the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, for approximately $18.6 million in gross proceeds. | ff228654_8k.htm |
| 2021-04-16 | 8-K | 2021-04-15 | 8.01 Other Events | 8.01 On April 13, 2021, SMTA Liquidating Trust (the “Trust”) issued a letter to its beneficiaries (the “Grantor Letter”) regarding the income and deductions for the tax year ending December 31, 2020 to be reported on the income tax returns of Trust beneficiaries. | ff228654_8k.htm |
| 2020-10-26 | 8-K | 2020-10-23 | 8.01 Other Events | 8.01 On October 23, 2020, SMTA Liquidating Trust issued a press release attached hereto as Exhibit 99.1 and incorporated herein by reference. | nb8k_smtaliquidation.htm |
| 2020-04-17 | 8-K | 2020-04-16 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d918473d8k.htm |
| 2020-03-23 | 8-K | 2020-03-18 | 1.02 Termination of a Material Definitive Agreement | 1.02 SMTA Liquidating Trust, a Maryland common law trust and successor to Spirit MTA REIT (the “Liquidating Trust”), and Spirit Realty AM Corporation (“Manager”), a wholly owned subsidiary of Spirit Realty Capital, Inc., are party to that certain Interim Management Agreement, dated June 2, 2019 (the “Interim Management Agreement”), pursuant to which Manager serves as external manager for the Liquidating Trust. | d882717d8k.htm |
| 2020-01-02 | 8-K | 2020-01-01 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On January 2, 2020, the Liquidating Trust issued a press release announcing, among other things, that effective as of the Effective Time, the Company dissolved and terminated its existence. | d852798d8k.htm |
| 2019-12-11 | 8-K | 2019-12-11 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 In light of the intended dissolution of Spirit MTA REIT, a Maryland real estate investment trust (the “Company”) and cancellation of the common shares of beneficial interest, par value $0.01 per share, of the Company (the “Company Shares”) described under Item 8.01 below, on December 10, 2019, the board of trustees (the “Board”) of the Company authorized the Company to cause the listing of the Company Shares to be withdrawn from the New York Stock Exchange (the “NYSE”) as of the close of trading on December 31, 2019. 8.01 In accordance with the Plan of Voluntary Liquidation approved by the Board on July 11, 2019 and by the shareholders of the Company on September 4, 2019 (the “Plan”), the Company intends to terminate its existence by voluntary dissolution effective on January 1, 2020, at 12:01 A.M. Eastern Time (the “Effective Time”). | d831400d8k.htm |
| 2019-09-30 | 8-K | 2019-09-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 (a) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 8.01 On September 30, 2019, the Company issued a press release announcing, among other things, that Jackson Hsieh has stepped down from the Board of Trustees of the Company, effective September 27, 2019. | d772443d8k.htm |
| 2019-09-25 | 8-K | 2019-09-20 | 9.01 Financial Statements and Exhibits | 9.01 On September 23, 2019, Spirit MTA REIT filed a Current Report on Form 8-K with respect to the completion of the transaction contemplated by the previously announced Equity Purchase Agreement, entered into on June 2, 2019 (the “Purchase Agreement”), by and among the Company, SMTA Financing JV, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (“Seller”), Banner NewCo LLC, a Delaware limited liability company and wholly owned subsidiary of Seller (“Newco”), and Hospitality Properties Trust, a Maryland real estate investment trust (“Buyer”), pursuant to which the Company sold substantially all of its assets to Buyer. | smta-8k_20190920.htm |
| 2019-09-24 | 8-K | 2019-09-20 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events | 1.02 On September 20, 2019, all of the outstanding classes and series of Net Lease Mortgage Notes (the “Master Trust Notes”) issued and outstanding under that certain Second Amended and Restated Master Trust Indenture, dated as of May 20, 2014, as amended, supplemented or otherwise modified from time to time (the “Master Trust Indenture”), among Spirit Master Funding, LLC, Spirit Master Funding II, LLC, Spirit Master Funding III, LLC, Spirit Master Funding VI, LLC, and Spirit Master Funding VIII, LLC, as issuers, and Citibank, N.A., acting as trustee thereunder, were redeemed and all of the Company’s rights and obligations thereunder were terminated. 2.01 On September 20, 2019, the Company completed the transactions contemplated by each of the previously announced Equity Purchase Agreement, entered into on June 2, 2019 (the “Purchase Agreement”), by and among the Company, SMTA Financing JV, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (“Seller”), Banner NewCo LLC, a Delaware limited liability company and wholly owned subsidiary of Seller (“Newco”), and Hospitality Properties Trust, a Maryland real estate investment trust (“Buyer”), pursuant to which the Company sold substantially all of its assets to Buyer (the “Purchase Agreement”) and the Real Estate Sale Contract, dated as of June 2, 2019, by and among Newco, a subsidiary of Spirit Realty Capital, Inc., and the Company’s Manager (the “Property Seller”), pursuant to which Buyer, through its ownership of Newco, acquired three travel center properties owned by the Property Seller (the “Real Estate Sale Contract”). 8.01 On September 20, 2019, the Company issued a press release announcing, among other things, the closing of the transactions contemplated by the Purchase Agreement and the Real Estate Sale Contract. | d778921d8k.htm |
| 2019-09-04 | 8-K | 2019-09-04 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On September 4, 2019, Spirit MTA REIT (the “Company”) held a special meeting of its shareholders (the “Special Meeting”) to consider and vote upon the following proposals: (i) the transactions constituting the sale of substantially all of the assets of the Company (the “Sale”) contemplated by the Equity Purchase Agreement, dated as of June 2, 2019, by and among the Company, SMTA Financing JV, LLC, Banner NewCo LLC and Hospitality Properties Trust (the “Sale Proposal”), and (ii) the Plan of Voluntary Liquidation of the Company and the actions and transactions contemplated thereby, subject to approval of the Sale Proposal, providing for the winding-up and complete liquidation of the Company, and the dissolution and termination of the Company or the conversion of the Company to another liquidating entity, following the closing of the Sale (the “Liquidation Proposal”). 8.01 On September 4, 2019, the Company issued a press release announcing, among other things, the results of the Special Meeting. | d791167d8k.htm |
| 2019-08-12 | 8-K | 2019-08-12 | 2.02 Results of Operations and Financial Condition | 2.02 On August 12, 2019, Spirit MTA REIT (the "Company"), issued a press release reporting its results of operations for the second fiscal quarter ended June 30, 2019, a copy of which is attached hereto as Exhibit 99.1. | smta-8k_20190812.htm |
| 2019-07-16 | 8-K | 2019-07-16 | 8.01 Other Events | 8.01 On July 16, 2019, Spirit MTA REIT (the “Company”) issued a press release announcing, among other things, that on July 15, 2019 the Company filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) related to (i) the previously disclosed Equity Purchase Agreement, dated June 2, 2019, by and among the Company, SMTA Financing JV, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company, Banner NewCo LLC, a Delaware limited liability company and wholly owned subsidiary of Seller and Hospitality Properties Trust, a Maryland real estate investment trust and (ii) a proposed plan of voluntary liquidation of the Company. | d777766d8k.htm |
| 2019-07-15 | 8-K | 2019-07-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 5.02 (e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 7.01 As previously disclosed, the Company holds a secured B-1 term loan previously made to an affiliate of Specialty Retail Shops Holding Corp. (Shopko) with an outstanding principal amount of $34.4 million as of December 31, 2018. 8.01 In January 2019, the Company listed for sale, via a third-party broker, a distribution center owned by a subsidiary of the Company, Spirit AS Katy TX, LP (“Spirit Katy”) and leased to Academy Sports + Outdoors (the “Distribution Center”). | d775664d8k.htm |
| 2019-06-03 | 8-K | 2019-06-02 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 1.01 On June 2, 2019, Spirit MTA REIT, a Maryland real estate investment trust (the “Company”), entered into an Equity Purchase Agreement (the “Purchase Agreement”), by and among SMTA Financing JV, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (“Seller”), Banner NewCo LLC, a Delaware limited liability company and wholly owned subsidiary of Seller (“Newco”), and Hospitality Properties Trust, a Maryland real estate investment trust (“Buyer”). 1.02 The summary under “Termination Agreement” under 1.01 above is incorporated herein by reference. 8.01 On June 3, 2019, the Company issued a press release announcing, among other things, the entry into the Purchase Agreement. | d756942d8k.htm |
| 2019-05-10 | 8-K | 2019-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2019, Spirit MTA REIT (the "Company"), issued a press release reporting its results of operations for the first fiscal quarter ended March 31, 2019, a copy of which is attached hereto as Exhibit 99.1. | smta1q19earnings8-k.htm |
| 2019-05-01 | 8-K | 2019-05-01 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 1, 2019, Spirit MTA REIT (the “Company”) held its 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”). | annualmeeting8k.htm |
| 2019-03-21 | 8-K | 2019-03-21 | 2.02 Results of Operations and Financial Condition | 2.02 On March 21, 2019, Spirit MTA REIT (the "Company"), issued a press release reporting its results of operations for the fourth fiscal quarter and year ended December 31, 2018, a copy of which is attached hereto as Exhibit 99.1. | smta4q18earnings8-k.htm |
| 2019-02-06 | 8-K | 2019-02-05 | 8.01 Other Events | 8.01 The 2019 annual meeting of shareholders of Spirit MTA REIT (the “Company”) has been scheduled for May 1, 2019. | smtaannualmeetingdate8k.htm |
| 2019-01-16 | 8-K | 2019-01-16 | 7.01 Regulation FD Disclosure | 7.01 On January 16, 2019, Spirit MTA REIT (the “Company”) issued a press release announcing the acceleration of its strategic plan following Specialty Retail Shops Holding Corp. et al. (“Shopko Stores”) announcement that it has filed for protection under Chapter 11 of the Bankruptcy Code. | smtashopko8ktobefiled20190.htm |
| 2018-11-09 | 8-K | 2018-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2018, Spirit MTA REIT (the "Company"), issued a press release reporting its results of operations for the third fiscal quarter and three month period ended September 30, 2018, a copy of which is attached hereto as Exhibit 99.1. | smta3q18earnings8-k.htm |
| 2018-11-05 | 8-K | 2018-11-01 | 8.01 Other Events | 8.01 On November 1, 2018, Spirit SPE Portfolio 2006-1, LLC, Spirit SPE Portfolio 2006-2, LLC, Spirit SPE Portfolio 2006-3, LLC and SMTA Shopko Portfolio I, LLC, each a Delaware limited liability company, as borrowers (collectively, the “Borrower”), entered into a loan agreement (the “Loan Agreement”) with an institutional lender (the “Initial Lender”) and the other lenders from time to time a party thereto (collectively, with the Initial Lender, the “Lender”), pursuant to which Lender made a non-recourse mortgage loan to Borrower in an aggregate amount of $165 million, resulting in net proceeds of approximately $141.9 million after fees, expenses and required reserves. | d647641d8k.htm |
| 2018-08-09 | 8-K | 2018-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2018, Spirit MTA REIT (the "Company"), provided a press release setting forth its results of operations for the quarter ended June 30, 2018 attached hereto as Exhibit 99.1. | smta2q18earnings8-k.htm |
| 2018-06-05 | 8-K | 2018-05-30 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 On May 31, 2018, in connection with and prior to the spin-off, Spirit Realty, L.P. (“SRLP”) and certain of its subsidiaries contributed to the Company the remaining assets of the Company not previously contributed. 3.02 On May 31, 2018, in connection with the spin-off, the Company issued 6,000,000 Series A preferred shares of beneficial interest to SRLP and one of its subsidiaries in consideration for the transfer of certain of the assets described in Item 2.01 above. 5.02 On May 30, 2018, the Board of Trustees (the “Board”) of the Company increased the size of the Board from two to five members and elected Steven G. Panagos, Richard J. Stockton and Thomas J. Sullivan to the Board effective immediately for a term continuing until their respective successors have been duly appointed and qualified. 5.03 On May 31, 2018, the Company filed Articles Supplementary for 10.0% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest of the Company. 8.01 On June 1, 2018, the Company issued a press release announcing the completion of the spin-off and the commencement of trading of the Company’s common shares on the NYSE. | d431172d8k.htm |
| 2018-06-04 | 8-K | 2018-06-04 | 7.01 Regulation FD Disclosure | 7.01 On June 4, 2018, Spirit MTA REIT (the “Company”) released a presentation that it intends to use in various investor meetings, including the NAREIT REITweek 2018 Investor Conference. | d596110d8k.htm |
| 2018-05-21 | 8-K | 2018-05-15 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On May 15, 2018, the Board of Trustees (the “Board”) of the Company increased the size of the Board from one to two members and elected Steven Shepsman to the Board effective immediately for a term continuing until his successor has been duly appointed and qualified. | d569828d8k.htm |
| 2018-05-14 | 8-K | 2018-05-14 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1 hereto and incorporated herein by reference is a copy of a presentation to be used by the management of Spirit MTA REIT (the “Company”) in a series of presentations to members of the investment community beginning on May 15, 2018 in anticipation of the distribution of 100% of the outstanding common shares of beneficial interest of the Company on or about May 31, 2018 by Spirit Realty Capital, Inc. (“Spirit”) on a pro rata basis to holders of record of common shares of Spirit. | d567524d8k.htm |