Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (
§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (
§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other
Events.
Extension of Trust Term
In accordance with the
plan of liquidation (the
“Plan of Liquidation”) adopted on
July 11, 2019 by Spirit MTA REIT (
“SMTA”) (the predecessor of SMTA Liquidating Trust (the
“Trust”)), on
January 1,
2020, SMTA entered into a Liquidating Trust Agreement (the
“Trust Agreement”), for the creation and operation of the Trust. Under the terms of the Trust Agreement, the Trust terminates upon the earlier of the distribution of all of the Trust’s
assets in accordance with the terms of the Trust Agreement, or the expiration of a period of three years from the effective date of the Trust (or
January 1, 2023). Under the terms of the Trust Agreement, the existence of the Trust may, however, be
extended for fixed-term extensions under certain circumstances at the reasonable discretion of the trustees of the Trust (the
“Trustees”) pursuant to the terms of the Trust Agreement. On
December 22, 2022, the Trustees adopted a resolution to
extend the term of the Trust to terminate upon the earlier of the distribution of all of the Liquidating Trust’s assets in accordance with the terms of the Trust Agreement, or
January 1, 2024.
The Trust holds reserves for liabilities and obligations necessary for the final wind up of the Trust and reasonable estimates made for certain operating costs and other contingent liabilities,
including indemnification obligations relating to past property sales. The remaining net assets in liquidation of the Trust as of
December 31, 2023, are estimated to be $4.0 million, or approximately $0.09 per unit of beneficial interest of the
Trust (each, a
“Trust Unit”). Some indemnification obligations continue to remain outstanding and the Trustees are unable to predict with any degree of certainty the timing or amount required to resolve these obligations.
Once such indemnification obligations of the Trust are resolved, which could be for amounts higher or lower than previously estimated, if there exists more than de minimis net assets in liquidation
held by the Trust, the Trust will make final liquidating distributions to the holders of Trust Units and, in accordance with the
Plan of Liquidation adopted on
July 11, 2019 by SMTA, the operations of the Trust will be fully wound up and the Trust
and each of its
subsidiaries will be dissolved. The amount and timing of, and record date for, such final liquidating distributions, if any, on the Trust Units will be determined by the Trustees and will depend upon the timing of resolution of the
Trust’s contingent liabilities and the steps necessary to complete the
Plan of Liquidation and the amounts deemed necessary by the Trustees to pay or provide for the Trust’s liabilities and obligations.
As a result of the Trust’s remaining contingent liabilities and the expectation of the Trustees that such contingent liabilities will not be resolved prior to
January 1, 2024, on
December 20, 2023,
the Trustees adopted a resolution to extend the term of the Trust to terminate upon the earlier of the distribution of all of the Liquidating Trust’s assets in accordance with the terms of the Trust Agreement, or
January 1, 2025.
