MVP REIT and MVP REIT II Shareholders Approve Merger
October 2, 2017 | James Sprow | Blue Vault
MVP REIT, Inc. and MVP REIT II, Inc. announced on October 2 that at its 2017 Annual Meeting held on September 27, 2017, its shareholders voted to approve their previously announced proposed merger. With this approval, MVP I will merge with and into a wholly-owned merger subsidiary of MVP II with the merger subsidiary continuing as the surviving entity. In addition, the combined company will be renamed The Parking REIT, Inc.
Subject to the terms and conditions of the Merger Agreement, MVP II has agreed to pay consideration of 0.365 shares of MVP II common stock per share of MVP I common stock, which is referred to as the “merger consideration.” Holders of shares of MVP I common stock will receive cash in lieu of fractional shares. Shares of MVP II common stock are not publicly traded.
“This merger represents a significant step in the evolution of our company. We believe there is a tremendous opportunity to consolidate assets in this truly unique and attractive category of properties,” said Michael Shustek, chairman and chief executive officer of MVP I, and president, chief executive officer and chairman of the board of MVP II. “With this merger, The Parking REIT is singularly positioned with the platform, scale and expertise to be the leading owner of parking lots and garages in order to maximize value for our shareholders. This important milestone enhances our ability to acquire additional properties, taking advantage of a favorable supply/demand imbalance, while pursuing our next step of listing our shares of common stock on a national securities exchange.”
All of the matters brought to vote at the meeting were approved, including the charter amendments associated with the merger, the election of each of the proposed members to the board of directors, and the appointment of RSM US LLP as the company’s independent registered public accounting firm.
According to Blue Vault Partners, MVP REIT had total assets of $130.9 million as of June 30, 2017 and MVP REIT II had total assets of $155.4 million as of that date. The two REITs owned 31 properties with 6,087 parking spaces and 22 properties with 6,029 parking spaces, respectively. MVP REIT had 11.0 million weighted average shares outstanding and MVP REIT II had 2.5 million weighted average shares outstanding for Q2 2017. The cash distribution yield (annualized) for MVP REIT was 4.23% based upon the original offering price of $9.00 per share. The REIT also made stock distributions of 0.72% in Q2 2017. MVP REIT II made cash distributions (annualized) of 3.00% in Q2 2017 and stock distributions of 0.75% during the quarter, based on the original offering price for MVP REIT II shares of $25.00.
For additional details on the voting results of each matter submitted to the company’s shareholders at the 2017 Annual Meeting, please see the company’s SEC filings.
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