Former shareholders of Spirit MTA REIT, or the “Company” or “SMTA," shares now own, on a one-for-one basis, liquidating trust units of “SMTA Liquidating Trust,” a Maryland common law trust, or the “Liquidating Trust.”

The CUSIP of the old SMTA shares was 4861U105 and has now been replaced by a security with an “escrow CUSIP” number 848ESC018, which escrow CUSIP number only represents the right of the SMTA Liquidating Trust holders to receive distributions on such holder’s liquidating trust units. Different brokers may ascribe different values to this security, but it should not be a surprise to see a $0 (zero) or “N/A” value in your account or broker statement as there is no “market” for these securities as fully detailed on SMTA’s and the Liquidating Trust’s recent reports on Form 8-K and SMTA’s recent reports on Form 10-Q and/or Form 10-K and the definitive proxy statement (or the “proxy statement”) filed by SMTA with the Securities and Exchange Commission, or the SEC, on August 5, 2019. Please contact your individual broker with questions regarding the bookkeeping of these securities

The purpose of the Liquidating Trust is to liquidate the Company’s remaining assets, pay any liabilities, costs and expenses of the Company which were assumed by the Liquidating Trust and/or incurred by the Liquidating Trust, distribute the net proceeds to the holders of the Liquidating Trust units, and wind up the affairs of the Company. The Liquidating Trust’s activities are restricted to winding up the Company’s affairs.

On September 4, 2019, SMTA held a special meeting of its shareholders. At this meeting, a majority of shareholders voted to approve the sale of substantially all of the assets of the Company, and three travel center properties owned by a subsidiary of Spirit Realty Capital, Inc., to Service Properties Trust (f/k/a Hospitality Properties Trust), or “HPT,” (NASDAQ: HPT) for $2.4 billion in total cash consideration, subject to certain adjustments. A majority of shareholders also voted to approve SMTA’s Plan of Voluntary Liquidation and the actions and transactions contemplated thereby.

The transaction with HPT closed on September 20, 2019. On October 3, 2019, the Board of Trustees of SMTA (“Board”) declared a cash liquidating distribution of $8.00 per common share, or $345.4 million, for shareholders of record as of October 14, 2019. The special dividend was paid on October 23, 2019. On December 11, 2019, the Company announced that it intended to terminate its existence by voluntary dissolution in accordance with the Company’s previously approved Plan of Voluntary Liquidation, effective as of 12:01 A.M. Eastern Time on January 1, 2020, or the “Effective Time.” Effective as of the Effective Time, the Company transferred, assigned and delivered all of its assets (subject to its liabilities) to the Liquidating Trust. As announced in press releases from SMTA on December 11, 2019 and again on January 2, 2020, this transfer took place effective as of 12:01 A.M. Eastern Time January 1, 2020.

As announced in a press release by SMTA on December 11, 2019, in accordance with the Company’s previously approved Plan of Voluntary Liquidation, the Board determined that the remaining assets of the Company would be transferred (subject to the Company’s remaining liabilities) to the Liquidating Trust effective as of the Effective Time. In connection with the transfer of its assets to the Liquidating Trust, effective as of the Effective Time, the Company was terminated and dissolved. Accordingly, December 31, 2019 was the last day upon which the Company’s shares traded on the NYSE. For more details, please refer to the press releases from December 11, 2019 and January 2, 2020.

No. Liquidating Trust units are not transferable or assignable, except by will, intestate succession or operation of law. Moreover, the Liquidating Trust units are not certificated and are not listed on any exchange or quoted on any quotation system or otherwise tradeable in any public or private transactions.

Steven G. Panagos, Steven H. Shepsman, Richard J. Stockton and Thomas J. Sullivan, the four trustees on the Board, were named, constituted and appointed as the initial trustees of the Liquidating Trust, or the “Liquidating Trustees.” The Liquidating Trustees are vested with the authority to manage the Liquidating Trust. 

As determined by the Liquidating Trustees in their sole discretion, the Liquidating Trustees shall distribute, or cause to be distributed to the Liquidating Trust unit holders, in proportion to the Liquidating Trust units of each holder on the record date fixed for such distribution, such cash or other property (including proceeds from the sale of assets or income from investments) comprising a portion of the Liquidating Trust assets.

The Liquidating Trust will terminate on the earlier of (a) the date of the final distribution of all of the Liquidating Trust’s assets and (b) January 1, 2023. The existence of the Liquidating Trust may be extended under certain circumstances as more fully described in the Liquidating Trust’s recent report on Form 8-K, filed on January 2, 2020.

If the Liquidating Trustees determine to make a distribution of proceeds to the Liquidating Trust unit holders, the distribution will be in cash. You will receive proceeds in the same manner in which you were receiving dividends prior to the Effective Time. Specifically, if you are a holder of Liquidating Trust units on the record date established by the Liquidated Trustees for any distribution of proceeds, you will receive the proceeds of the distribution via check or through your bank’s Automated Clearing House, or “ACH,” number depending on how you were receiving proceeds before the Effective Time. If you would like to receive a direct deposit via ACH for any future distribution of proceeds, you or your broker should contact the transfer agent.

As soon as practicable after the close of each taxable year and after the termination of the Liquidating Trust, the Liquidating Trustees shall submit to each Liquidating Trust unit holder appearing on its records during such year a separate statement setting forth such holder’s share of items of income, gain, loss, deduction or credit and will instruct all such holders to report such items on their federal income tax returns.

For a discussion of the tax consequences of the transfer of the Company’s assets to the Liquidating Trust and the distribution of the Liquidating Trust units to the shareholders of the Company, please see “Material United Stated Federal Income Tax Consequences - Tax Consequences of the Liquidating Trust” beginning on page 73 of the definitive proxy statement filed by the Company with SEC on August 5, 2019 in connection with the Plan of Voluntary Liquidation.

Please consult your tax advisor with questions regarding your individual tax implications.

The Liquidating Trust intends to continue to file annual reports on Form 10-K and current reports on Form 8-K to disclose material events relating to the Liquidating Trust’s liquidation, along with any other reports that might be required by the SEC. Provided, however, that while the financial statements contained in such reports will be prepared in accordance with generally accepted accounting principles and will be reviewed by the Liquidating Trust’s independent registered public accounting firm, it is not contemplated that the financial statements will be audited by independent registered public accountants. The Liquidating Trust does not intend to prepare or distribute quarterly financial statements.

More information can be found in the Liquidating Trust Agreement, which was filed on Form 8-K with the SEC on January 2, 2020.