MVP REIT II, Inc. (CVE:MVP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.
Agreement and Plan of Merger
As previously disclosed, on April 28, 2017, the special committee
of the board of directors of MVP REIT, Inc., a Maryland
corporation (“MVP I”), accepted a non-binding Letter of Intent
from the special committee of the board of directors of MVP REIT
II, Inc., a Maryland corporation (the “Company” or “MVP II”),
setting forth the terms and conditions upon which the Company
proposed to acquire MVP I and its subsidiaries.
of the board of directors of MVP REIT, Inc., a Maryland
corporation (“MVP I”), accepted a non-binding Letter of Intent
from the special committee of the board of directors of MVP REIT
II, Inc., a Maryland corporation (the “Company” or “MVP II”),
setting forth the terms and conditions upon which the Company
proposed to acquire MVP I and its subsidiaries.
On May 26, 2017, the Company, MVP I, MVP Merger Sub, LLC, a
Delaware limited liability company and a wholly-owned subsidiary
of the Company (“Merger Sub”), and MVP Realty Advisors, LLC,
the Company’s and MVP I’s external advisor (the “Advisor”),
entered into an agreement and plan of merger (the “Merger
Agreement”). Subject to the terms and conditions of the Merger
Agreement, MVP I will merge with and into Merger Sub (the
“Merger”), with Merger Sub surviving the Merger (the
“Surviving Entity”), such that following the Merger, the
Surviving Entity will continue as a wholly owned subsidiary of
the Company. The Merger is intended to qualify as a
“reorganization” under, and within the meaning of, Section
368(a) of the Internal Revenue Code of 1986, as amended (the
“Code”).
Delaware limited liability company and a wholly-owned subsidiary
of the Company (“Merger Sub”), and MVP Realty Advisors, LLC,
the Company’s and MVP I’s external advisor (the “Advisor”),
entered into an agreement and plan of merger (the “Merger
Agreement”). Subject to the terms and conditions of the Merger
Agreement, MVP I will merge with and into Merger Sub (the
“Merger”), with Merger Sub surviving the Merger (the
“Surviving Entity”), such that following the Merger, the
Surviving Entity will continue as a wholly owned subsidiary of
the Company. The Merger is intended to qualify as a
“reorganization” under, and within the meaning of, Section
368(a) of the Internal Revenue Code of 1986, as amended (the
“Code”).
Subject to the terms and conditions of the Merger Agreement, at
the effective time of the Merger, each outstanding share of MVP
I’s common stock, $0.001 par value per share (the “MVP I Common
Stock”), will be automatically cancelled and retired, and
converted into the right to receive 0.365 shares of common stock,
$0.0001 par value per share, of the Company (the “Company Common
Stock”) (such ratio, as it may be adjusted to the Merger
Agreement, the “Exchange Ratio”). Holders of shares of MVP I
Common Stock will receive cash in lieu of fractional shares.
the effective time of the Merger, each outstanding share of MVP
I’s common stock, $0.001 par value per share (the “MVP I Common
Stock”), will be automatically cancelled and retired, and
converted into the right to receive 0.365 shares of common stock,
$0.0001 par value per share, of the Company (the “Company Common
Stock”) (such ratio, as it may be adjusted to the Merger
Agreement, the “Exchange Ratio”). Holders of shares of MVP I
Common Stock will receive cash in lieu of fractional shares.
Each share of MVP I Common Stock, if any, then held by any wholly
owned subsidiary of MVP I or by the Company or any of its wholly
owned subsidiaries will no longer be outstanding and will
automatically be retired and will cease to exist, and no
consideration will be paid, nor will any other payment or right
inure or be made with respect to such shares of MVP I Common
Stock in connection with or as a consequence of the Merger. In
addition, each share of MVP I’s Non-Participating, Non-Voting
Convertible Stock, $0.001 par value per share (“MVP I
Convertible Stock”), all 1,000 of which are held by the Advisor,
will automatically be retired and will cease to exist, and no
consideration will be paid, nor will any other payment or right
inure or be made with respect to such shares of MVP I Convertible
Stock in connection with or as a consequence of the Merger.
owned subsidiary of MVP I or by the Company or any of its wholly
owned subsidiaries will no longer be outstanding and will
automatically be retired and will cease to exist, and no
consideration will be paid, nor will any other payment or right
inure or be made with respect to such shares of MVP I Common
Stock in connection with or as a consequence of the Merger. In
addition, each share of MVP I’s Non-Participating, Non-Voting
Convertible Stock, $0.001 par value per share (“MVP I
Convertible Stock”), all 1,000 of which are held by the Advisor,
will automatically be retired and will cease to exist, and no
consideration will be paid, nor will any other payment or right
inure or be made with respect to such shares of MVP I Convertible
Stock in connection with or as a consequence of the Merger.
The Merger Agreement contains customary covenants, including
covenants prohibiting MVP I and its subsidiaries and
representatives from soliciting, providing information or
entering into discussions concerning proposals relating to
alternative business combination transactions, subject to certain
limited exceptions. However, under the terms of the Merger
Agreement, during the period beginning on the date of the Merger
Agreement and continuing until 11:59 p.m. New York City time on
July 10, 2017 (the “Go Shop Period End Time”), MVP I (through
the MVP I special committee and its representatives) may
initiate, solicit, provide information and enter into discussions
concerning proposals relating to alternative business combination
transactions. For up to five business days after the Go Shop
Period End Time, MVP I may continue to participate in such
discussions with a Go Shop Bidder (as defined in the Merger
Agreement) and may, subject to certain conditions set forth in
the Merger Agreement regarding the proposal made by such Go Shop
Bidder, terminate the Merger Agreement and enter into an
agreement with a Go Shop Bidder with respect to the proposal made
by such Go Shop Bidder. The Merger Agreement also provides that
at any time beginning on the sixth business day after the Go Shop
Period End Time and prior to the approval by MVP I’s
stockholders of the Merger and the amendment to the charter of
MVP I to remove certain provisions regarding roll-up transactions
(the “MVP I Charter Amendment”) (such approvals, the
“Stockholder Approvals”), the board of directors of MVP I may
in certain circumstances make an Adverse Recommendation Change
(as such term is defined in the Merger Agreement), subject to
complying with certain conditions set forth in the Merger
Agreement.
covenants prohibiting MVP I and its subsidiaries and
representatives from soliciting, providing information or
entering into discussions concerning proposals relating to
alternative business combination transactions, subject to certain
limited exceptions. However, under the terms of the Merger
Agreement, during the period beginning on the date of the Merger
Agreement and continuing until 11:59 p.m. New York City time on
July 10, 2017 (the “Go Shop Period End Time”), MVP I (through
the MVP I special committee and its representatives) may
initiate, solicit, provide information and enter into discussions
concerning proposals relating to alternative business combination
transactions. For up to five business days after the Go Shop
Period End Time, MVP I may continue to participate in such
discussions with a Go Shop Bidder (as defined in the Merger
Agreement) and may, subject to certain conditions set forth in
the Merger Agreement regarding the proposal made by such Go Shop
Bidder, terminate the Merger Agreement and enter into an
agreement with a Go Shop Bidder with respect to the proposal made
by such Go Shop Bidder. The Merger Agreement also provides that
at any time beginning on the sixth business day after the Go Shop
Period End Time and prior to the approval by MVP I’s
stockholders of the Merger and the amendment to the charter of
MVP I to remove certain provisions regarding roll-up transactions
(the “MVP I Charter Amendment”) (such approvals, the
“Stockholder Approvals”), the board of directors of MVP I may
in certain circumstances make an Adverse Recommendation Change
(as such term is defined in the Merger Agreement), subject to
complying with certain conditions set forth in the Merger
Agreement.
to the Merger Agreement, the board of directors of the Company
(the “Company Board”) will, effective as of the effective time
of the Merger, increase the number of directors comprising the
Company Board to eight and Nicholas Nilsen, Robert J. Aalberts
and Shawn Newson will be elected to the Company Board.
(the “Company Board”) will, effective as of the effective time
of the Merger, increase the number of directors comprising the
Company Board to eight and Nicholas Nilsen, Robert J. Aalberts
and Shawn Newson will be elected to the Company Board.
The Merger Agreement may be terminated under certain
circumstances, including, but not limited to, by either the
Company or MVP I (in each case, through their respective special
committee) if the Merger has not been consummated on or before
December 31, 2017, if a final and non-appealable order is entered
permanently restraining or otherwise prohibiting the Merger, if
the Stockholder Approvals have not been obtained or upon a
material uncured breach by the other party that would cause the
closing conditions in the Merger Agreement not to be satisfied.
In addition, MVP I may terminate the Merger Agreement (i) if MVP
I has properly accepted a “Superior Proposal” (as defined in
the Merger Agreement) from a Go Shop
circumstances, including, but not limited to, by either the
Company or MVP I (in each case, through their respective special
committee) if the Merger has not been consummated on or before
December 31, 2017, if a final and non-appealable order is entered
permanently restraining or otherwise prohibiting the Merger, if
the Stockholder Approvals have not been obtained or upon a
material uncured breach by the other party that would cause the
closing conditions in the Merger Agreement not to be satisfied.
In addition, MVP I may terminate the Merger Agreement (i) if MVP
I has properly accepted a “Superior Proposal” (as defined in
the Merger Agreement) from a Go Shop
Bidder within five business days of the Go Shop Period End Time
to the terms of the Merger Agreement or (ii) if MVP I has
properly accepted a “Superior Proposal” from a Go Shop Bidder
at any time beginning on the sixth business day after the Go Shop
Period End Time and prior to receipt of the Stockholder Approvals
to the terms of the Merger Agreement. The Company may terminate
the Merger Agreement at any time following the date that is five
business days after the Go Shop Period End Time and prior to the
receipt of the Stockholder Approvals upon (i) an Adverse
Recommendation Change, (ii) MVP I’s board of directors
approving, adopting or publicly endorsing an Acquisition Proposal
(as such term is defined in the Merger Agreement), (iii) the
failure of MVP I’s board of directors to recommend against
acceptance of any tender offer for shares of MVP I Common Stock
that constitutes an Acquisition Proposal, (iv) the failure of MVP
I’s board of directors to include its recommendation in favor of
the Merger and the MVP I Charter Amendment in the proxy statement
to be distributed to MVP I’s stockholders or (v) MVP I’s
material violation of the provisions of the Merger Agreement
concerning solicitation of transactions.
to the terms of the Merger Agreement or (ii) if MVP I has
properly accepted a “Superior Proposal” from a Go Shop Bidder
at any time beginning on the sixth business day after the Go Shop
Period End Time and prior to receipt of the Stockholder Approvals
to the terms of the Merger Agreement. The Company may terminate
the Merger Agreement at any time following the date that is five
business days after the Go Shop Period End Time and prior to the
receipt of the Stockholder Approvals upon (i) an Adverse
Recommendation Change, (ii) MVP I’s board of directors
approving, adopting or publicly endorsing an Acquisition Proposal
(as such term is defined in the Merger Agreement), (iii) the
failure of MVP I’s board of directors to recommend against
acceptance of any tender offer for shares of MVP I Common Stock
that constitutes an Acquisition Proposal, (iv) the failure of MVP
I’s board of directors to include its recommendation in favor of
the Merger and the MVP I Charter Amendment in the proxy statement
to be distributed to MVP I’s stockholders or (v) MVP I’s
material violation of the provisions of the Merger Agreement
concerning solicitation of transactions.
If the Merger Agreement is terminated in connection with MVP I’s
acceptance of a Superior Proposal, approval of an Acquisition
Proposal or making an Adverse Recommendation Change at any time
beginning on the sixth business day after the Go Shop Period End
Time, then MVP I must pay to the Company a termination fee of
$1,500,000 plus an expense reimbursement fee of up to $500,000.
If the Merger Agreement is terminated in connection with MVP I’s
acceptance of a Superior Proposal within five business days of
the Go Shop Period End Time, then MVP I must pay to the Company a
termination fee of $750,000 plus an expense reimbursement fee of
up to $500,000.
acceptance of a Superior Proposal, approval of an Acquisition
Proposal or making an Adverse Recommendation Change at any time
beginning on the sixth business day after the Go Shop Period End
Time, then MVP I must pay to the Company a termination fee of
$1,500,000 plus an expense reimbursement fee of up to $500,000.
If the Merger Agreement is terminated in connection with MVP I’s
acceptance of a Superior Proposal within five business days of
the Go Shop Period End Time, then MVP I must pay to the Company a
termination fee of $750,000 plus an expense reimbursement fee of
up to $500,000.
The Merger Agreement contains certain representations and
warranties made by the parties thereto. The representations and
warranties of the parties contained in the Merger Agreement are
subject to certain important qualifications and limitations set
forth in confidential disclosure letters delivered by each of the
Company and MVP I. Moreover, the representations and warranties
are subject to a contractual standard of materiality that may be
different from what may be viewed as material to stockholders.
warranties made by the parties thereto. The representations and
warranties of the parties contained in the Merger Agreement are
subject to certain important qualifications and limitations set
forth in confidential disclosure letters delivered by each of the
Company and MVP I. Moreover, the representations and warranties
are subject to a contractual standard of materiality that may be
different from what may be viewed as material to stockholders.
The obligation of each party to consummate the Merger is subject
to a number of conditions, including receipt of the Stockholder
Approvals, receipt of regulatory approvals, delivery of certain
documents and consents, the truth and correctness of the
representations and warranties of the parties, subject to the
materiality standards contained in the Merger Agreement, the
effectiveness of the registration statement on Form S-4 to be
filed by the Company to register the shares of the Company Common
Stock to be issued as consideration in the Merger, and the
absence of a material adverse effect with respect to either the
Company or MVP I.
to a number of conditions, including receipt of the Stockholder
Approvals, receipt of regulatory approvals, delivery of certain
documents and consents, the truth and correctness of the
representations and warranties of the parties, subject to the
materiality standards contained in the Merger Agreement, the
effectiveness of the registration statement on Form S-4 to be
filed by the Company to register the shares of the Company Common
Stock to be issued as consideration in the Merger, and the
absence of a material adverse effect with respect to either the
Company or MVP I.
The foregoing description of the Merger Agreement is only a
summary, does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement,
which is filed as Exhibit 2.1 and is incorporated herein by
reference.
summary, does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement,
which is filed as Exhibit 2.1 and is incorporated herein by
reference.
Amended and Restated Advisory Agreement
Concurrently with the entry into the Merger Agreement, the
Company, MVP REIT II Operating Partnership, LP and the Advisor
entered into the Second Amended and Restated Advisory Agreement
(the “Second Amended and Restated Advisory Agreement”), which
will become effective at the effective time of the Merger. The
Second Amended and Restated Advisory Agreement will amend the
Company’s existing advisory agreement, dated October 5, 2015
(the “Original Agreement”), to provide for, among other
amendments, (i) elimination of acquisition fees, disposition fees
and subordinated performance fees and (ii) the payment of an
asset management fee by the Company to the Advisor calculated and
paid monthly in an amount equal to one-twelfth of 1.1% of the (a)
cost of each asset then held by the Company, without deduction
for depreciation, bad debts or other non-cash reserves, or (b)
the Company’s proportionate share thereof in the case of an
investment made through a joint venture or other co-ownership
arrangement excluding (only for clause (b)) debt financing on the
investment. to the Second Amended and Restated Advisory
Agreement, the asset management fee may not exceed $2,000,000 per
annum (the “Asset Management Fee Cap”) until the earlier of
such time, if ever, that (i) the Company holds assets with an
Appraised Value (as defined Second Amended and Restated Advisory
Agreement) equal to or in excess of $500,000,000 or (ii) the
Company reports AFFO (as defined in the Second Amended and
Restated Advisory Agreement) equal to or greater than $0.3125 per
share of Company Common Stock (an amount intended to reflect a 5%
or greater annualized return on $25.00 per share of the Company
Common Stock) (the “Per Share Amount”) for two consecutive
quarters, on a fully diluted basis. All amounts of the asset
management fee in excess of the Asset Management Fee Cap, plus
interest thereon at a rate of 3.5% per annum, will be due and
payable by the Company no later than ninety (90) days after the
earlier of the date that (i) the Company holds assets with an
Appraised Value equal to or in excess of $500,000,000 or (ii) the
Company reports AFFO
Company, MVP REIT II Operating Partnership, LP and the Advisor
entered into the Second Amended and Restated Advisory Agreement
(the “Second Amended and Restated Advisory Agreement”), which
will become effective at the effective time of the Merger. The
Second Amended and Restated Advisory Agreement will amend the
Company’s existing advisory agreement, dated October 5, 2015
(the “Original Agreement”), to provide for, among other
amendments, (i) elimination of acquisition fees, disposition fees
and subordinated performance fees and (ii) the payment of an
asset management fee by the Company to the Advisor calculated and
paid monthly in an amount equal to one-twelfth of 1.1% of the (a)
cost of each asset then held by the Company, without deduction
for depreciation, bad debts or other non-cash reserves, or (b)
the Company’s proportionate share thereof in the case of an
investment made through a joint venture or other co-ownership
arrangement excluding (only for clause (b)) debt financing on the
investment. to the Second Amended and Restated Advisory
Agreement, the asset management fee may not exceed $2,000,000 per
annum (the “Asset Management Fee Cap”) until the earlier of
such time, if ever, that (i) the Company holds assets with an
Appraised Value (as defined Second Amended and Restated Advisory
Agreement) equal to or in excess of $500,000,000 or (ii) the
Company reports AFFO (as defined in the Second Amended and
Restated Advisory Agreement) equal to or greater than $0.3125 per
share of Company Common Stock (an amount intended to reflect a 5%
or greater annualized return on $25.00 per share of the Company
Common Stock) (the “Per Share Amount”) for two consecutive
quarters, on a fully diluted basis. All amounts of the asset
management fee in excess of the Asset Management Fee Cap, plus
interest thereon at a rate of 3.5% per annum, will be due and
payable by the Company no later than ninety (90) days after the
earlier of the date that (i) the Company holds assets with an
Appraised Value equal to or in excess of $500,000,000 or (ii) the
Company reports AFFO
per share of Company Common Stock equal to or greater than the
Per Share Amount for two consecutive quarters, on a fully diluted
basis.
Per Share Amount for two consecutive quarters, on a fully diluted
basis.
In the event that the Merger Agreement is terminated prior to the
consummation of the Merger, the Second Amended and Restated
Advisory Agreement will automatically terminate and be of no
further effect and the Company, MVP REIT II Operating
Partnership, LP and the Advisor will have the rights and
obligations set forth in the Original Agreement.
consummation of the Merger, the Second Amended and Restated
Advisory Agreement will automatically terminate and be of no
further effect and the Company, MVP REIT II Operating
Partnership, LP and the Advisor will have the rights and
obligations set forth in the Original Agreement.
The foregoing description of the Second Amended and Restated
Advisory Agreement is only a summary, does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Second Amended and Restated Advisory Agreement,
which is filed as Exhibit 10.1 and is incorporated herein
by reference.
Advisory Agreement is only a summary, does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Second Amended and Restated Advisory Agreement,
which is filed as Exhibit 10.1 and is incorporated herein
by reference.
Termination Agreement
Concurrently with the entry into the Merger Agreement, the
Company, MVP I, the Advisor and MVP REIT II Operating
Partnership, LP entered into a termination and fee agreement (the
“Termination Agreement”). to the Termination Agreement, at the
effective time of the Merger, the Advisory Agreement, dated
September 25, 2012, as amended, among MVP I and the Advisor will
be terminated and the Company will pay the Advisor an Advisor
Acquisition Payment (as such term is defined in the Termination
Agreement) of approximately $3.6 million, subject to adjustment
in the event that additional properties are acquired by MVP I
prior to closing, which shall be the only fee payable to the
Advisor in connection with the Merger. In the event that the
Merger Agreement is terminated prior to the consummation of the
Merger, the Termination Agreement will automatically terminate
and be of no further effect and no Advisor Acquisition Payment
will be owed and payable.
Company, MVP I, the Advisor and MVP REIT II Operating
Partnership, LP entered into a termination and fee agreement (the
“Termination Agreement”). to the Termination Agreement, at the
effective time of the Merger, the Advisory Agreement, dated
September 25, 2012, as amended, among MVP I and the Advisor will
be terminated and the Company will pay the Advisor an Advisor
Acquisition Payment (as such term is defined in the Termination
Agreement) of approximately $3.6 million, subject to adjustment
in the event that additional properties are acquired by MVP I
prior to closing, which shall be the only fee payable to the
Advisor in connection with the Merger. In the event that the
Merger Agreement is terminated prior to the consummation of the
Merger, the Termination Agreement will automatically terminate
and be of no further effect and no Advisor Acquisition Payment
will be owed and payable.
The foregoing description of the Termination Agreement is only a
summary, does not purport to be complete and is qualified in its
entirety by reference to the full text of the Termination
Agreement, which is filed as Exhibit 10.2 and is incorporated
herein by reference.
summary, does not purport to be complete and is qualified in its
entirety by reference to the full text of the Termination
Agreement, which is filed as Exhibit 10.2 and is incorporated
herein by reference.
Item 8.01. Other Events
Joint Press Release
On May 30, 2017, the Company and MVP I issued a joint press
release announcing the Merger Agreement. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
release announcing the Merger Agreement. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
ADDITIONAL INFORMATION ABOUT THE MERGER
In connection with the Merger, the Company will prepare and
file with the U.S. Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 containing a
proxy statement/prospectus jointly prepared by the Company and
MVP I, and other related documents. The proxy
statement/prospectus will contain important information about
the Merger and related matters. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY THE
COMPANY AND MVP I WITH THE SEC CAREFULLY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, MVP I AND THE MERGER. Investors
and stockholders of the Company and MVP I may obtain free
copies of the registration statement, the proxy
statement/prospectus and other relevant documents filed by the
Company and MVP I with the SEC (if and when they become
available) through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed by the Company and
MVP I with the SEC are also available free of charge on the
Company’s website at www.mvpreitii.com and MVP I’s website at
www.mvpreit.com.
file with the U.S. Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 containing a
proxy statement/prospectus jointly prepared by the Company and
MVP I, and other related documents. The proxy
statement/prospectus will contain important information about
the Merger and related matters. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY THE
COMPANY AND MVP I WITH THE SEC CAREFULLY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, MVP I AND THE MERGER. Investors
and stockholders of the Company and MVP I may obtain free
copies of the registration statement, the proxy
statement/prospectus and other relevant documents filed by the
Company and MVP I with the SEC (if and when they become
available) through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed by the Company and
MVP I with the SEC are also available free of charge on the
Company’s website at www.mvpreitii.com and MVP I’s website at
www.mvpreit.com.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of
Section 10 of the U.S. Securities Act of 1933, as amended.
solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of
Section 10 of the U.S. Securities Act of 1933, as amended.
PARTICIPANTS IN SOLICITATION RELATING TO THE MERGER
The Company, MVP I and their respective directors and executive
officers may be deemed to be participants in the solicitation
of proxies from MVP I’s stockholders in respect of the Merger.
Information regarding the Company’s directors and executive
officers may be deemed to be participants in the solicitation
of proxies from MVP I’s stockholders in respect of the Merger.
Information regarding the Company’s directors and executive
officers can be found in the Company’s most recent Annual
Report on Form 10-K filed on March 27, 2017. Information
regarding MVP I’s directors and executive officers can be
found in MVP I’s most recent Annual Report on Form 10-K filed
on March 24, 2017. Additional information regarding the
interests of such potential participants will be included in
the proxy statement/prospectus and other relevant documents
filed with the SEC in connection with the Merger if and when
they become available. These documents are available free of
charge on the SEC’s website and from the Company or MVP I, as
applicable, using the sources indicated above.
Report on Form 10-K filed on March 27, 2017. Information
regarding MVP I’s directors and executive officers can be
found in MVP I’s most recent Annual Report on Form 10-K filed
on March 24, 2017. Additional information regarding the
interests of such potential participants will be included in
the proxy statement/prospectus and other relevant documents
filed with the SEC in connection with the Merger if and when
they become available. These documents are available free of
charge on the SEC’s website and from the Company or MVP I, as
applicable, using the sources indicated above.
Forward-Looking Statements
This report contains statements that constitute
“forward-looking statements,” as such term is defined in
Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended,
and such statements are intended to be covered by the safe
harbor provided by the same. These statements are based on
management’s current expectations and beliefs and are subject
to a number of trends and uncertainties that could cause actual
results to differ materially from those described in the
forward-looking statements; the Company can give no assurance
that its expectations will be attained. Factors that could
cause actual results to differ materially from the Company’s
expectations include, but are not limited to, the risk that the
Merger will not be consummated within the expected time period
or at all; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Merger Agreement; the inability to obtain the Stockholder
Approvals or the failure to satisfy the other conditions to
completion of the Merger, including the MVP I Charter
Amendment; risks related to disruption of management’s
attention from the ongoing business operations due to the
Merger; availability of suitable investment opportunities;
changes in interest rates; the availability and terms of
financing; general economic conditions; market conditions;
legislative and regulatory changes that could adversely affect
the business of the Company or MVP I; and other factors,
including those set forth in the Risk Factors section of the
Company’s most recent Annual Report on Form 10-K filed with
the SEC, and other reports filed by the Company with the SEC,
copies of which are available on the SEC’s website,
www.sec.gov. The Company undertakes no obligation to update
these statements for revisions or changes after the date of
this release, except as required by law.
“forward-looking statements,” as such term is defined in
Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended,
and such statements are intended to be covered by the safe
harbor provided by the same. These statements are based on
management’s current expectations and beliefs and are subject
to a number of trends and uncertainties that could cause actual
results to differ materially from those described in the
forward-looking statements; the Company can give no assurance
that its expectations will be attained. Factors that could
cause actual results to differ materially from the Company’s
expectations include, but are not limited to, the risk that the
Merger will not be consummated within the expected time period
or at all; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Merger Agreement; the inability to obtain the Stockholder
Approvals or the failure to satisfy the other conditions to
completion of the Merger, including the MVP I Charter
Amendment; risks related to disruption of management’s
attention from the ongoing business operations due to the
Merger; availability of suitable investment opportunities;
changes in interest rates; the availability and terms of
financing; general economic conditions; market conditions;
legislative and regulatory changes that could adversely affect
the business of the Company or MVP I; and other factors,
including those set forth in the Risk Factors section of the
Company’s most recent Annual Report on Form 10-K filed with
the SEC, and other reports filed by the Company with the SEC,
copies of which are available on the SEC’s website,
www.sec.gov. The Company undertakes no obligation to update
these statements for revisions or changes after the date of
this release, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No.
|
Description
|
|
|
2.1
|
Agreement and Plan of Merger, dated as of May 26, 2017, by
and among MVP REIT, Inc., MVP REIT II, Inc., MVP Merger Sub, LLC and MVP Realty Advisors, LLC * |
|
|
10.1
|
Second Amended and Restated Advisory Agreement, dated as of
May 26, 2017, by and among MVP REIT II, Inc., MVP REIT II Operating Partnership, LP and MVP Realty Advisors, LLC |
|
|
10.2
|
Termination and Fee Agreement, dated as of May 26, 2017, by
and among MVP REIT, Inc., MVP REIT II, Inc., MVP Realty Advisors, LLC and MVP REIT II Operating Partnership, LP |
|
|
99.1
|
Joint Press Release, dated May 30, 2017
|
|
________________
|
*
|
Schedules omitted to Item 601(b)(2) of Regulation S-K. The
Company agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request. |
MVP REIT II, Inc. (CVE:MVP) Recent Trading Information
MVP REIT II, Inc. (CVE:MVP) closed its last trading session at with 77,800 shares trading hands.
