MILL VALLEY, Calif.--(BUSINESS WIRE)--Four Corners Property Trust, Inc. (NYSE:FCPT) (the “Company”) today announced that $16.24 will be the per share price (the “Average Stock Price”) used to calculate the number of shares of common stock to be issued to the Company’s shareholders as part of the $347.0 million dividend in cash and shares of common stock (the “Pre-Spin Dividend”) declared by the board of directors of the Company on January 7, 2016. As previously announced, the Average Stock Price is the average closing price of the Company’s common stock during the five consecutive trading day period ending on February 22, 2016. An aggregate of 17,093,596 additional shares of common stock will be issued in connection with the Pre-Spin Dividend, bringing the Company’s total shares of common stock to 59,835,591.
Shareholders on the January 19, 2016 record date will be entitled to elect to receive their portion of the $347.0 million Pre-Spin Dividend in cash or shares of the Company’s common stock, with no more than 20% of the Pre-Spin Dividend in the aggregate to be paid in cash and the remainder to be paid in shares of common stock. Shareholders will be required to make their elections no later than February 25, 2016. Shareholders from whom a valid election has not been received by February 25, 2016 will be deemed to have elected to receive 100% of their dividend in common stock. The Company expects to pay the Pre-Spin Dividend on or about March 2, 2016.
Shareholders with questions regarding the election process or materials should contact the Company’s Information Agent, Georgeson Inc., at the toll free number of (866) 296-6841.
Other Questions? Contact: Bill Lenehan, CEO (415) 965-8031, or Gerry Morgan, CFO (415) 965-8032
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding the Company’s intent, belief or expectations, including, but not limited to, statements regarding: operating and financial performance; expectations regarding the making of distributions and the payment of dividends; and the percentage of the Pre-Spin Dividend to be represented by shares instead of cash. Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “may,” “will,” “would,” “could,” “should,” “seek(s)” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made and, except in the normal course of the Company’s public disclosure obligations, the Company expressly disclaims any obligation to publicly release any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements are based on management’s current expectations and beliefs and the Company can give no assurance that its expectations or the events described will occur as described. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. Factors that could have a material adverse effect on the Company’s operations and future prospects or that could cause actual results to differ materially from the Company’s expectations include, but are not limited to:
- the ability to achieve some or all the benefits that the Company expects to achieve from the acquisition of select real estate assets of Darden Restaurants, Inc. (“Darden”) into the Company (the “Spin-Off”);
- the ability and willingness of Darden to meet and/or perform its obligations under any contractual arrangements that were entered into with the Company in connection with the Spin-Off, including the long-term leases with Darden and any of Darden’s obligations to indemnify, defend and hold the Company harmless from and against various claims, litigation and liabilities;
- the ability of Darden to comply with laws, rules and regulations in the operation of the Four Corners properties the Company leases to Darden;
- the ability and willingness of the Company’s tenants, including Darden, to perform under the leases and to renew the leases with the Company upon their expiration, and the ability to reposition the Company’s properties on the same or better terms in the event of nonrenewal or in the event the Company replaces an existing tenant, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant;
- the availability of and the ability to identify suitable acquisition opportunities and the ability to diversify by acquiring and leasing the additional properties on favorable terms;
- the ability to generate sufficient cash flows to service the Company’s outstanding indebtedness;
- access to debt and equity capital markets;
- fluctuating interest rates;
- the ability to retain the Company’s key management personnel;
- the ability to qualify or maintain the Company’s status as a REIT;
- changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs;
- the percentage of the Pre-Spin Dividend to be represented by shares instead of cash (and the resulting number of shares outstanding); and
- other risks inherent in the ownership of the Company’s properties, including illiquidity of real estate investments and restrictions on how the Company may sell these investments.
For a further discussion of these and other factors that could cause our future results to differ materially from any forward-looking statements, see the sections entitled “Business and Properties,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement filed as an exhibit to the Company’s Registration Statement on Form 10 filed with the Securities and Exchange Commission in final form on October 21, 2015.