Tremont Mortgage Trust Announces Final Cash Distribution and Adjustment to Exchange Ratio for Previously Announced Merger with RMR Mortgage Trust

Rhea-AI Summary

Tremont Mortgage Trust (Nasdaq: TRMT) has announced a final cash distribution of $0.17 per common share to satisfy REIT requirements. This distribution is set to be paid on or about September 29, 2021, to shareholders of record as of September 7, 2021. Additionally, the merger exchange ratio with RMR Mortgage Trust (Nasdaq: RMRM) has been adjusted to 0.516 RMRM shares for each TRMT share. The merger is anticipated to close on September 30, 2021, pending shareholder approvals and other conditions.

Positive

• Final cash distribution of $0.17 per TRMT share to meet REIT distribution requirements.
• Merger with RMRM expected to close on September 30, 2021, potentially enhancing market position.

Negative

• Adjustment of merger exchange ratio may indicate re-evaluation of merger terms.
• Dependence on shareholder approvals adds uncertainty to the merger timeline.

Final Cash Distribution of $0.17 per TRMT Common Share

TRMT and RMRM Adjust Merger Exchange Ratio to 0.516 RMRM Common Share per TRMT Common Share

NEWTON, Mass.--(BUSINESS WIRE)-- Tremont Mortgage Trust (Nasdaq: TRMT) today announced that it has declared a final cash distribution to its shareholders of $0.17 per TRMT common share in order to satisfy its distribution requirements as a real estate investment trust, or REIT, and in order to avoid income and excise taxation as a REIT prior to the closing of its previously announced merger with RMR Mortgage Trust (Nasdaq: RMRM), in accordance with the Agreement and Plan of Merger, dated as of April 26, 2021, or the Merger Agreement. TRMT’s distribution will be paid to its common shareholders of record as of the close of business on September 7, 2021, on or about September 29, 2021. RMRM also announced today that it has declared a cash distribution to its shareholders of $0.15 per RMRM common share that will be paid to RMRM’s common shareholders of record as of the close of business on September 7, 2021, on or about September 29, 2021. These distributions are being paid in lieu of TRMT and RMRM’s respective regular quarterly distribution to shareholders for the quarter ending September 30, 2021.

In connection with these distributions and pursuant to the Merger Agreement, TRMT and RMRM have adjusted the Merger exchange ratio from 0.52 of one (1) RMRM common share for each issued and outstanding TRMT common share, to 0.516 of one (1) RMRM common share for each issued and outstanding TRMT common share. The Merger is expected to close on September 30, 2021, following payment of the TRMT and RMRM distributions, subject to the satisfaction or waiver of the closing conditions specified in the Merger Agreement, including the receipt of the requisite approvals by RMRM’s and TRMT’s shareholders.

TRMT is a real estate finance company that originates and invests in first mortgage loans secured by middle market and transitional commercial real estate. TRMT is managed by an affiliate of The RMR Group Inc. (Nasdaq: RMR). Substantially all of RMR’s business is conducted by its majority owned subsidiary, The RMR Group LLC, which is an alternative asset management company with $32 billion in assets under management and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. For more information about TRMT, please visit www.trmtreit.com.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

This press release contains statements that constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon TRMT’s present beliefs and expectations, but these statements and the implications of these statements are not guaranteed to occur and may not occur for various reasons, some of which are beyond TRMT’s control. For example:

• The Merger is expected to close on September 30, 2021, subject to the satisfaction or waiver of closing conditions, including the receipt of the requisite approvals by RMRM’s and TRMT’s shareholders, and RMRM and TRMT cannot be sure that these conditions will be satisfied or waived. Accordingly, the Merger may not close by September 30, 2021 or at all, or the terms contemplated by the Merger Agreement may change.

The information contained in TRMT’s filings with the Securities and Exchange Commission, or the SEC, including under “Risk Factors” in TRMT’s periodic reports or incorporated therein, identifies other important factors that could cause TRMT’s actual results to differ materially from those stated in or implied by TRMT’s forward looking statements. TRMT’s filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon forward looking statements.

Except as required by law, TRMT does not intend to update or change any forward looking statements as a result of new information, future events or otherwise.

Additional Information about the Merger

In connection with the Merger, RMRM has filed with the SEC a Registration Statement on Form S-4 containing a definitive joint proxy statement/prospectus and other documents with respect to the Merger, which was declared effective by the SEC on July 26, 2021. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.

The definitive joint proxy statement/prospectus has been mailed to TRMT’s and RMRM’s shareholders. Shareholders may obtain free copies of the RMRM Registration Statement on Form S-4, the definitive joint proxy statement/prospectus and any other relevant documents filed or to be filed with the SEC at the SEC’s website at www.sec.gov. In addition, shareholders may obtain free copies of TRMT’s filings with the SEC from TRMT's website at www.trmtreit.com or RMRM’s filings with the SEC from RMRM's website at www.rmrmortgagetrust.com.

Participants in Solicitation Relating to the Merger

TRMT, RMRM and their respective trustees and executive officers, and Tremont Realty Advisors LLC, The RMR Group LLC, The RMR Group Inc. and certain of their respective directors, officers and employees, may be deemed to be participants in the solicitation of proxies from TRMT and RMRM shareholders in respect of the Merger and the other transactions contemplated by the Merger Agreement. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of TRMT’s and RMRM’s shareholders in connection with the Merger and the other transactions contemplated by the Merger Agreement is set forth in the definitive joint proxy statement/prospectus. Information regarding TRMT’s trustees and executive officers and RMRM’s trustees and executive officers can be found in TRMT’s and RMRM’s respective definitive proxy statement for its 2021 Annual Meeting of Shareholders. These documents are available free of charge on the SEC's website and from TRMT or RMRM, as applicable, using the sources indicated above.

A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the Nasdaq.
No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210827005023/en/

Kevin Barry

Manager, Investor Relations

(617) 658-0776

Source: Tremont Mortgage Trust

FAQ

What is the final cash distribution amount for TRMT shareholders?

TRMT has declared a final cash distribution of $0.17 per common share.

When will the cash distribution for TRMT be paid?

The cash distribution is expected to be paid on or about September 29, 2021.

What changes were made to the merger exchange ratio between TRMT and RMRM?

The merger exchange ratio has been adjusted to 0.516 RMRM shares for each TRMT share.

When is the expected closing date for the TRMT and RMRM merger?

The merger is expected to close on September 30, 2021.

Why is TRMT making a cash distribution to shareholders?

The cash distribution is made to satisfy distribution requirements as a REIT and to avoid taxation prior to the merger.