MVP REIT, Inc. (CVE:MVP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.
As previously disclosed, on April 28, 2017, the special committee
of the board of directors of MVP REIT, Inc., a Maryland
corporation (the “Company” or “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
(“MVP II”), setting forth the terms and conditions upon which
MVP II proposed to acquire the Company and its subsidiaries.
of the board of directors of MVP REIT, Inc., a Maryland
corporation (the “Company” or “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
(“MVP II”), setting forth the terms and conditions upon which
MVP II proposed to acquire the Company and its subsidiaries.
On May 26, 2017, the Company, MVP II, MVP Merger Sub, LLC, a
Delaware limited liability company and a wholly-owned subsidiary
of MVP II (“Merger Sub”), and MVP Realty Advisors, LLC, the
Company’s and MVP II’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, the Company 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
MVP II. 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 MVP II (“Merger Sub”), and MVP Realty Advisors, LLC, the
Company’s and MVP II’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, the Company 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
MVP II. 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 the
Company’s common stock, $0.001 par value per share (the
“Company 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 MVP II (“MVP II
Common Stock”) (such ratio, as it may be adjusted to the Merger
Agreement, the “Exchange Ratio”). Holders of shares of Company
Common Stock will receive cash in lieu of fractional shares.
the effective time of the Merger, each outstanding share of the
Company’s common stock, $0.001 par value per share (the
“Company 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 MVP II (“MVP II
Common Stock”) (such ratio, as it may be adjusted to the Merger
Agreement, the “Exchange Ratio”). Holders of shares of Company
Common Stock will receive cash in lieu of fractional shares.
Each share of Company Common Stock, if any, then held by any
wholly owned subsidiary of the Company or by MVP II 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 Company Common
Stock in connection with or as a consequence of the Merger. In
addition, each share of the Company’s Non-Participating,
Non-Voting Convertible Stock, $0.001 par value per share
(“Company 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
Company Convertible Stock in connection with or as a consequence
of the Merger.
wholly owned subsidiary of the Company or by MVP II 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 Company Common
Stock in connection with or as a consequence of the Merger. In
addition, each share of the Company’s Non-Participating,
Non-Voting Convertible Stock, $0.001 par value per share
(“Company 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
Company Convertible Stock in connection with or as a consequence
of the Merger.
The Merger Agreement contains customary covenants, including
covenants prohibiting the Company 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”), the Company
(through the Company 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, the Company 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 the Company’s
stockholders of the Merger and the Charter Amendment (described
below) (such approvals, the “Stockholder Approvals”), the board
of directors of the Company 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 the Company 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”), the Company
(through the Company 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, the Company 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 the Company’s
stockholders of the Merger and the Charter Amendment (described
below) (such approvals, the “Stockholder Approvals”), the board
of directors of the Company 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 MVP II (the
“MVP II Board”) will, effective as of the effective time of the
Merger, increase the number of directors comprising the MVP II
Board to eight and Nicholas Nilsen, Robert J. Aalberts and Shawn
Nelson will be elected to the MVP II Board.
“MVP II Board”) will, effective as of the effective time of the
Merger, increase the number of directors comprising the MVP II
Board to eight and Nicholas Nilsen, Robert J. Aalberts and Shawn
Nelson will be elected to the MVP II Board.
The Merger Agreement may be terminated under certain
circumstances, including, but not limited to, by either the
Company or MVP II (in each case, through their respective special
committees) 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, the Company may terminate the Merger Agreement (i)
if the Company 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 the Company 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
circumstances, including, but not limited to, by either the
Company or MVP II (in each case, through their respective special
committees) 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, the Company may terminate the Merger Agreement (i)
if the Company 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 the Company 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. MVP II 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) the
Company’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 the Company’s board of
directors to recommend against acceptance of any tender offer for
shares of the Company Common Stock that constitutes an
Acquisition Proposal, (iv) the failure of the Company’s board of
directors to include its recommendation in favor of the Merger
and the Charter Amendment in the proxy statement to be
distributed to the Company’s stockholders or (v) the Company’s
material violation of the provisions of the Merger Agreement
concerning solicitation of transactions.
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) the
Company’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 the Company’s board of
directors to recommend against acceptance of any tender offer for
shares of the Company Common Stock that constitutes an
Acquisition Proposal, (iv) the failure of the Company’s board of
directors to include its recommendation in favor of the Merger
and the Charter Amendment in the proxy statement to be
distributed to the Company’s stockholders or (v) the Company’s
material violation of the provisions of the Merger Agreement
concerning solicitation of transactions.
If the Merger Agreement is terminated in connection with the
Company’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 the Company must pay to MVP II 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 the Company’s acceptance of a Superior Proposal
within five business days of the Go Shop Period End Time, then
the Company must pay to MVP II a termination fee of $750,000 plus
an expense reimbursement fee of up to $500,000.
Company’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 the Company must pay to MVP II 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 the Company’s acceptance of a Superior Proposal
within five business days of the Go Shop Period End Time, then
the Company must pay to MVP II 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 and
are subject to certain important qualifications and limitations
set forth in confidential disclosure letters delivered by each of
the Company and MVP II. 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 and
are subject to certain important qualifications and limitations
set forth in confidential disclosure letters delivered by each of
the Company and MVP II. 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 MVP II to register the shares of MVP II 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
II.
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 MVP II to register the shares of MVP II 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
II.
In connection with the Merger, the Company intends to seek the
approval of its stockholders of an amendment to the Company’s
charter to remove certain provisions regarding roll-up
transactions (such amendment, the “Charter Amendment”). to the
Merger Agreement, approval by the Company’s stockholders of the
Charter Amendment is a condition to completing the Merger.
approval of its stockholders of an amendment to the Company’s
charter to remove certain provisions regarding roll-up
transactions (such amendment, the “Charter Amendment”). to the
Merger Agreement, approval by the Company’s stockholders of the
Charter Amendment is a condition to completing the Merger.
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.
Item 1.02. Termination of a Material Definitive Agreement.
Concurrently with the entry into the Merger Agreement, the
Company, the Advisor, MVP II 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 the Company and the Advisor
will be terminated and MVP II 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 the
Company 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 or payable.
Company, the Advisor, MVP II 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 the Company and the Advisor
will be terminated and MVP II 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 the
Company 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 or 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 10.1 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 Termination
Agreement, which is filed as Exhibit 10.1 and is incorporated
herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
On May 26, 2017, the board of directors of the Company approved
an amendment and restatement of the Company’s bylaws (the
“Bylaws” and as amended and restated, the “Amended Bylaws”)
effective immediately. The Amended Bylaws include a new Article
XIII that provides that, unless the Company agrees otherwise,
derivative claims, breach of director, officer or employee duty
claims, claims to the Maryland General Corporation Law, the
Company’s charter or Bylaws and claims governed by the internal
affairs doctrine must be brought in the Circuit Court for
Baltimore City, Maryland (or, if that court does not have
jurisdiction, the United States District Court for the District
of Maryland, Baltimore Division). The foregoing summary of the
changes effected by the Amended Bylaws is qualified in its
entirety by reference to the full text of the Amended Bylaws, a
copy of which is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
an amendment and restatement of the Company’s bylaws (the
“Bylaws” and as amended and restated, the “Amended Bylaws”)
effective immediately. The Amended Bylaws include a new Article
XIII that provides that, unless the Company agrees otherwise,
derivative claims, breach of director, officer or employee duty
claims, claims to the Maryland General Corporation Law, the
Company’s charter or Bylaws and claims governed by the internal
affairs doctrine must be brought in the Circuit Court for
Baltimore City, Maryland (or, if that court does not have
jurisdiction, the United States District Court for the District
of Maryland, Baltimore Division). The foregoing summary of the
changes effected by the Amended Bylaws is qualified in its
entirety by reference to the full text of the Amended Bylaws, a
copy of which is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
Item 8.01. Other Events
Joint Press Release
On May 30, 2017, the Company and MVP II 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, MVP II 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
II, 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 II WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, MVP II AND THE MERGER. Investors and stockholders of
the Company and MVP II may obtain free copies of the
registration statement, the proxy statement/prospectus and
other relevant documents filed by the Company and MVP II 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 II with the SEC are also available
free of charge on the Company’s website at www.mvpreit.com
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
II, 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 II WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, MVP II AND THE MERGER. Investors and stockholders of
the Company and MVP II may obtain free copies of the
registration statement, the proxy statement/prospectus and
other relevant documents filed by the Company and MVP II 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 II with the SEC are also available
free of charge on the Company’s website at www.mvpreit.com
and MVP II’s website at www.mvpreitii.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 II and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the Company’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 24, 2017.
Information regarding MVP II’s directors and executive
officers can be found in MVP II’s most recent Annual Report on
Form 10-K filed on March 27, 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 II, as applicable, using the sources indicated above.
executive officers may be deemed to be participants in the
solicitation of proxies from the Company’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 24, 2017.
Information regarding MVP II’s directors and executive
officers can be found in MVP II’s most recent Annual Report on
Form 10-K filed on March 27, 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 II, 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
“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 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 II; 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.
conditions to completion of the Merger, including the 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 II; 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
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Exhibit No.
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Description
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2.1
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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 * |
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3.1
|
Amended and Restated Bylaws of MVP REIT, Inc.
|
|
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10.1
|
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 |
|
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99.1
|
Joint Press Release, dated May 30, 2017
|
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________________
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*
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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, Inc. (CVE:MVP) Recent Trading Information
MVP REIT, Inc. (CVE:MVP) closed its last trading session at with 77,800 shares trading hands.
