FOUR CORNERS PROPERTY TRUST, INC. (NYSE:FCPT) Files An 8-K Regulation FD Disclosure
Item 7.01
Regulation FD Disclosure.
Members of management of Four Corners Property Trust, Inc. (the “Company”) will present an overview of the Company during upcoming investor presentations and provide updated information related to the Company’s use of its “At-the-Market” (“ATM”) program during such investor presentations. From January 1, 2019 through April 1, 2019, 1,663,116 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), were sold under the Company’s ATM program, including 59,638 shares of Common Stock issued and sold by the Company through the managers under the ATM program for gross proceeds of approximately $1.8 million and 1,603,478 shares of Common Stock sold by a forward purchaser through a manager under the ATM program and to a forward sale agreement for gross proceeds of approximately $47.0 million based on the initial forward price.
The Company currently expects to fully physically settle the forward sale agreement with the forward purchaser on one or more dates specified by the Company on or prior to January 1, 2020, in which case the Company expects to receive aggregate net cash proceeds at settlement equal to the number of shares of Common Stock multiplied by the relevant forward price per share at such time. However, subject to certain exceptions and conditions, the Company may also elect, in its sole discretion, to cash settle or net share settle all or any portion of its obligations under the forward sale agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or shares of Common Stock (in the case of net share settlement) to the forward purchaser.
The shares of Common Stock were offered and sold to an effective shelf registration statement filed with the Securities and Exchange Commission on December 5, 2016 (File No. 333-214908) and a prospectus supplement dated March 22, 2019 and an accompanying prospectus dated December 5, 2016 filed with the Securities and Exchange Commission to Rule 424(b) under the Securities Act of 1933, as amended. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing information is furnished to Item 7.01 Regulation FD Disclosure and shall not be deemed filed for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
About FOUR CORNERS PROPERTY TRUST, INC. (NYSE:FCPT)
Four Corners Property Trust, Inc. is a self-administered company, which is engaged in the ownership, acquisition and leasing of restaurant properties. The Company’s business is conducted through its subsidiaries, Four Corners Operating Partnership, LP (Four Corners OP) and Four Corners GP, LLC (Four Corners GP). It operates through two segments: real estate operations and restaurant operations. It owns over 424 properties in the United States. Of these properties, 418 are held for investment. These 418 properties have an aggregate leasable area of approximately 3,287,000 square feet, which are located in over 44 states. The remaining six properties are operated by the Kerrow Restaurant Operating Business as LongHorn Steakhouses. Of approximately six LongHorn SteakHouse restaurant properties located in the San Antonio area, over three properties are leased to its subsidiary, Kerrow Holdings, LLC (together with its subsidiaries Kerrow), and approximately three are owned by Kerrow.
